Last updated: 9 June 2025
Effective date: 9 June 2025

1. Acceptance of These Terms

By creating an account, clicking “I Agree,” or otherwise using any GZOO software-as-a-service products, integrations, or related websites (collectively, the “Service”), you (“Customer,” “you”) agree to be bound by these Terms of Service (“Terms”) and our [Privacy Policy]. If you use the Service on behalf of a company, you represent that you have authority to bind that company, and “Customer” will refer to that entity.

2. Eligibility & Account Security

1. You must be at least 18 years old and legally able to form a binding contract.
2. You are responsible for all activity that occurs under your login credentials. Keep usernames and passwords confidential and notify us immediately of any unauthorized use.

3. Subscriptions & Payment

1. Plans. The Service is offered on recurring subscription plans described on gzoo.net/pricing.
2. Billing. Unless otherwise stated in an executed Order Form, fees are charged in advance and are non-refundable except as required by law.
3. Taxes. Fees exclude all applicable taxes, which you agree to pay.
4. Late Payments. Overdue amounts may accrue 1.5 % interest per month (or the maximum allowed by law). We may suspend Service for non-payment after 10 days’ notice.

4. License & Intellectual-Property Rights

1. License to You. We grant you a limited, non-exclusive, non-transferable license to access and use the Service for your internal business purposes during the subscription term.
2. Reservation of Rights. GZOO Media LLC and its licensors retain all intellectual-property rights not expressly granted.
3. Feedback. If you provide suggestions or improvements, you grant us a perpetual, royalty-free license to use them without restriction or compensation.

5. Customer Data

1. Ownership. You retain all rights to data, files, and content you upload (“Customer Data”).
2. License to Us. You grant us a worldwide, royalty-free license to host, process, transmit, and display Customer Data as necessary to provide the Service.
3. Data Processing & Security. We implement commercially reasonable technical and organizational measures. See our [Data Processing Addendum] for GDPR/CCPA specifics (if applicable).
4. AI Features. If you use optional AI-powered features, you acknowledge that prompts and outputs may pass through third-party model providers under their terms. You are solely responsible for reviewing outputs before reliance.

6. Acceptable Use

You agree not to:

• Use the Service to infringe any law, regulation, or third-party right;
• Upload malware, unlawful, or highly sensitive data (e.g., protected health information) without a separate written agreement;
• Reverse-engineer, decompile, or bypass access controls;
• Send unsolicited commercial messages (“spam”) through the Service;
• Exceed plan limits or attempt to gain unauthorized access to systems or networks.

7. Third-Party Services

The Service may interoperate with third-party APIs, email gateways, payment processors, or AI models (“Third-Party Services”). We do not control and are not responsible for Third-Party Services. Your use of them is governed solely by their terms.

8. Confidentiality

Each party may receive non-public, proprietary information (“Confidential Information”). The receiving party will: (a) use it only to perform obligations under these Terms and (b) protect it with the same care it uses for its own similar data, but not less than reasonable care. Confidentiality obligations survive 3 years after disclosure (perpetually for trade secrets).

9. Warranties & Disclaimers

1. Mutual. Each party warrants it has authority to enter into these Terms.
2. Service Warranty. We warrant the Service will perform materially in accordance with its documentation. Your exclusive remedy is re-performance of the non-conforming portion.
3. Disclaimer. EXCEPT AS EXPRESSLY SET OUT ABOVE, THE SERVICE IS PROVIDED “AS IS” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• Consequential Damages. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION.
• Cap. EACH PARTY’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO GZOO MEDIA LLC IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
  These limitations apply regardless of the legal theory and even if a remedy fails of its essential purpose.

11. Indemnification

1. By GZOO. We will defend you against third-party claims alleging that the Service infringes their U.S. patent, trademark, or copyright, and pay resulting damages, provided you promptly notify us and cooperate in the defense.
2. By Customer. You will defend us against claims arising from (a) Customer Data or (b) your breach of Section 6 (Acceptable Use), and will hold us harmless from damages and costs.

12. Termination & Suspension

1. Termination for Cause. Either party may terminate for material breach if the breach remains uncured 30 days after written notice.
2. Effect. Upon termination: (a) your license ends; (b) outstanding fees become immediately due; (c) upon written request within 30 days we will make Customer Data available for export and then delete it per our retention policy.
3. Suspension. We may suspend access immediately for: (a) non-payment, (b) violations of Section 6, or (c) security risks to other customers.

13. Modifications to the Service or Terms

We may update the Service or these Terms periodically. If changes are material, we will notify you via email or in-app notice at least 30 days before they take effect. Continued use after the effective date constitutes acceptance.

14. Governing Law & Dispute Resolution

1. Law. These Terms are governed by the laws of the State of [Delaware], excluding its conflict-of-laws rules.
2. Arbitration. Any dispute arising under these Terms will be resolved by final, binding arbitration in [Wilmington, DE] under the Commercial Arbitration Rules of the American Arbitration Association.
3. Opt-Out. You may opt out of arbitration within 30 days of first accepting these Terms by emailing legal@gzoo.net with subject “Arbitration Opt-Out.”
4. Injunctive Relief. Either party may seek equitable relief in any court of competent jurisdiction for misuse of intellectual property or breach of confidentiality.

15. Miscellaneous

• Entire Agreement. These Terms, the Privacy Policy, and any signed Order Form constitute the entire agreement, superseding all prior proposals or understandings.
• Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an affiliate or in connection with a merger or asset sale.
• Force Majeure. Neither party is liable for failure to perform due to events beyond reasonable control (e.g., natural disasters, internet outages).
• Severability. If any provision is unenforceable, the remainder stays in effect.
• No Waiver. Failure to enforce any right is not a waiver of future enforcement.

16. Contact

Questions? Reach us at:
GZOO Media LLC
Attn: Legal Department
Lompoc, CA 93436, USA
Email: legal@gzoo.net