Terms of Service

"Service" means the hosted ZI² Square (zisquare.app) platform available at https://zisquare.app and any self-hostable distribution we make available under these Terms, including the desktop application and any associated APIs, mobile applications, or related software.

"Account" means the registration record created when you sign up for the Service, including any sub-accounts, organizations, or workspaces created under it.

"Workspace" or "Tenant" means a logical organization within the Service to which one or more Users belong and within which Content is created, stored, and shared.

"User" means an individual authorized to access the Service through your Account, including administrators, end users, and invited collaborators.

"Content" means any data, text, files, images, audio, video, code, or other material that you or your Users submit to, store in, or process through the Service.

"Subscription" means the plan you select for the Service, including the Free, Professional, and Enterprise tiers and any addon modules.

You must be at least 16 years old to create an Account. If you are between 16 and 18, you may use the Service only with the consent of a parent or legal guardian who agrees to be bound by these Terms.

You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for safeguarding your credentials and for any activity that occurs under your Account. You must notify us promptly at [email protected] of any unauthorized access or use.

We reserve the right to suspend or terminate Accounts created with false information, used by anyone other than the registered User, or used in violation of these Terms.

The Service is offered under multiple plans, including a Free plan with usage limits, paid Professional plans billed per seat, and Enterprise plans with custom pricing. Plan details are described on https://zisquare.app/#pricing.

Fees for paid plans are billed in advance on a monthly or annual basis depending on the plan you select. All fees are non-refundable except as expressly stated in these Terms or required by applicable law. You authorize us, or our third-party payment processor, to charge your designated payment method for all fees incurred.

You are responsible for all taxes associated with your use of the Service, except for taxes based on our net income. If we are required to collect any such taxes, they will be itemized on your invoice.

We may change our prices upon at least thirty (30) days' advance notice. If you do not agree to a price change, you may cancel your Subscription before it takes effect.

You may not use the Service to: (a) violate any law, regulation, or third-party right; (b) send unsolicited bulk messages, spam, or any form of harassment; (c) upload or transmit malware, viruses, or other harmful code; (d) probe, scan, or test the vulnerability of the Service without our prior written authorization; (e) bypass or circumvent any access controls or usage limits; (f) reverse engineer, decompile, or attempt to extract source code, except to the extent expressly permitted by applicable law; (g) use the Service to build a competing product; or (h) impersonate any person or misrepresent your affiliation.

We reserve the right to investigate violations of this Section and to suspend or terminate Accounts that we determine, in our reasonable discretion, are engaged in prohibited conduct.

You retain all right, title, and interest in and to your Content. By submitting Content to the Service, you grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, and process your Content solely as necessary to provide and improve the Service.

You represent and warrant that you have all rights necessary to grant us this license, and that your Content does not violate any law or third-party right. You are solely responsible for the accuracy, quality, and legality of your Content.

We do not claim ownership of your Content. We will not use your Content for advertising or sell it to third parties. Our processing of personal data within your Content is governed by our Privacy Policy and, where applicable, our Data Processing Agreement.

We will use commercially reasonable efforts to make the hosted Service available 24 hours a day, seven days a week, excluding planned maintenance, emergency maintenance, and any unavailability caused by circumstances beyond our reasonable control. Service-level commitments for Enterprise plans are set out in a separate Service Level Agreement.

We may, at any time and without liability, modify, suspend, or discontinue any feature of the Service, in whole or in part. Where a change materially reduces the functionality of a paid plan, we will provide reasonable advance notice.

The Service may include features that depend on third-party services (for example, calendar synchronization with Google or Microsoft). We are not responsible for the availability, accuracy, or performance of those third-party services.

The Service, including all software, documentation, designs, trademarks, and other intellectual property, is owned by Zenith Intelligence Technologies or its licensors and is protected by copyright, trademark, and other intellectual property laws.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during your Subscription term.

Feedback you provide about the Service is given without expectation of compensation, and we may use it for any purpose without obligation to you.

If you elect to use the self-hostable distribution of the Service, you do so under the license terms accompanying that distribution. Self-hosted deployments are your responsibility, including provisioning, backups, security patches, and compliance with applicable laws.

We provide no warranty or support for self-hosted deployments except as expressly set forth in a separate written agreement. The Acceptable Use restrictions in Section 4 apply equally to self-hosted deployments.

Each party may have access to information of the other that is confidential ("Confidential Information"). The receiving party will use the same degree of care to protect Confidential Information as it uses for its own confidential information of like importance, and in no event less than reasonable care. Confidential Information does not include information that is (a) publicly available without breach of these Terms, (b) independently developed without use of the other party's Confidential Information, or (c) required to be disclosed by law, subject to prompt notice where lawful.

These Terms remain in effect for as long as you use the Service. You may terminate your Account at any time from your workspace settings. Termination does not entitle you to a refund of any pre-paid fees except as required by applicable law.

We may suspend or terminate your access to the Service immediately if you materially breach these Terms, if your use creates a risk for us or other users, or if we are required to do so by law. Where reasonable, we will provide notice and a reasonable opportunity to cure.

On termination, we will make your Content available for export for thirty (30) days, after which we may permanently delete it. Sections that by their nature should survive termination (including Sections 5, 7, 9, 11, 12, 13, 14, and 15) will survive.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. THIS DISCLAIMER APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZENITH INTELLIGENCE TECHNOLOGIES INC., ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO US FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED UNITED STATES DOLLARS (USD 100), WHICHEVER IS GREATER.

You will defend, indemnify, and hold harmless Zenith Intelligence Technologies and its affiliates from and against any third-party claim arising out of (a) your Content, (b) your violation of these Terms, or (c) your violation of any law or third-party right. We will provide prompt written notice of any such claim and reasonable cooperation at your expense.

These Terms are governed by the laws of the State of Maryland and the federal laws of the United States applicable therein, without regard to conflict-of-laws principles. Any dispute arising out of or in connection with these Terms will be brought exclusively in the state or federal courts located in the State of Maryland, United States, and the parties consent to the personal jurisdiction of those courts.

Nothing in this Section limits either party's right to seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement or misappropriation of its intellectual property or Confidential Information.

Entire Agreement. These Terms, together with our Privacy Policy and any plan-specific or order-form documents incorporated by reference, constitute the entire agreement between you and Zenith Intelligence Technologies regarding the Service and supersede all prior or contemporaneous agreements.

Changes to the Terms. We may update these Terms from time to time. Where changes are material, we will provide notice (for example, by email or in-app notification) at least thirty (30) days before they take effect. Continued use of the Service after the effective date constitutes acceptance.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms to a successor in connection with a merger, acquisition, or sale of substantially all of our assets.

Severability. If any provision of these Terms is held to be unenforceable, the remaining provisions will continue in full force and effect.

No Waiver. Failure to enforce any right under these Terms is not a waiver of that right.

Notices. Notices to us must be sent to [email protected]. Notices to you may be sent to the email address associated with your Account.

Questions about these Terms may be directed to [email protected].

Zenith Intelligence Technologies Inc., State of Maryland, United States of America.