Terms of Service

1. The agreement

These Terms of Service (the "Terms") govern access to and use of the website at www.zoft.ai (the "Site") and the Zoft platform at app.flow.zoft.ai, its APIs, SDKs, embeds, Copilot, Spaces, Desk, workflows, multi-agent crews, voice agents, chat agents, browser agents, documentation and related services (together the "Service"), all provided by Zoft.AI Private Limited, Chennai, Tamil Nadu, India ("Zoft", "we", "us").

By clicking "I agree", creating an account, or using the Service, you accept these Terms. If you do so on behalf of a company or other legal entity, you represent that you have authority to bind it, and "you" and "Customer" refer to that entity. If you do not have that authority, or do not agree, do not use the Service.

These Terms incorporate the Privacy Policy, the Data Processing Addendum (where you process personal data of others through the Service), our Sub-processor list, and any Order Form or enterprise agreement we sign with you. If a signed agreement conflicts with these Terms, the signed agreement wins.

This is an electronic record under the Information Technology Act, 2000 and the rules made under it. It does not require a physical or digital signature.

2. Definitions

Account

The credentials and workspace(s) created for you on the Service.

Agent

Any voice agent, chat agent, browser agent, workflow, crew or other automation that you configure or that Copilot generates on your instruction and that runs on the Service.

Customer Content

All data, text, audio, documents, credentials, configurations, prompts and other material you or your End-Users submit to the Service, and everything your Agents receive from Connected Services.

Output

Content that the Service generates in response to Customer Content: transcripts, replies, summaries, extracted fields, actions, generated agents and workflows, and code.

Connected Service

A third-party system you link to the Service (for example a CRM, calendar, help desk, Slack workspace, email account, payment processor, telephony account, model-provider account, or a website a browser agent operates).

End-User

A person who interacts with, or whose data is processed by, your Agents.

Authorised User

An employee, contractor or agent you invite into your workspace.

Order Form

A document or in-product checkout that specifies plan, fees, usage allowances and term.

Documentation

The then-current user guides, API references and policies we publish for the Service.

3. Private beta

The Service is currently offered as a private beta. During the beta, and for any feature we label alpha, beta, preview, early access or similar ("Beta Features"):

• access is by invitation and may be granted, limited or revoked at our discretion;
• the Service is provided free of charge unless an Order Form says otherwise;
• features, limits, interfaces and APIs may change, break or be removed with little or no notice;
• there is no service-level commitment, and support is provided as we are able;
• we may collect more detailed usage telemetry and ask for feedback, which you grant us the right to use under Section 9.3;
• the beta ends when we notify you or make a generally available version of the Service. You will then be offered a paid plan or a period of at least 30 days to export your data before your Account is closed.

4. Eligibility and accounts

• You must be at least 18 years old and able to form a binding contract. The Service is intended for business use.
• You must give accurate registration information and keep it current.
• You are responsible for safeguarding your credentials, enabling two-factor authentication where offered, and for all activity under your Account and the accounts of your Authorised Users. Tell us immediately at security@zoft.ai if you suspect unauthorised access.
• You may not share credentials, create accounts by automated means, or create an account if we previously suspended or terminated you.
• Workspace administrators control who is invited, what they may do, and what data they may see. Zoft is not responsible for access an administrator grants.

5. Your right to use the Service

Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right during the term to access and use the Service for your internal business purposes and to deploy Agents that serve your End-Users, in accordance with the Documentation and any usage limits in your plan.

You may embed chat agents and expose voice agents to the public as part of your own products and operations. You may not resell, white-label or offer the Service as a stand-alone product to third parties without a written reseller or partner agreement with us.

6. Acceptable use

You agree not to, and not to allow Authorised Users, End-Users or Agents to:

6.1 General

• break any law, or infringe or misappropriate anyone's rights;
• upload or generate content that is defamatory, harassing, sexually explicit involving minors, incites violence, or is otherwise unlawful;
• reverse-engineer, decompile, scrape, or copy the Service or its models, prompts or system instructions, or use the Service to build a competing product;
• probe, scan or test the vulnerability of the Service without written permission (responsible disclosure to security@zoft.ai is welcome), bypass rate limits or access controls, or interfere with other customers;
• use the Service to develop, train or improve a foundation model, or to generate data sets for that purpose;
• remove proprietary notices, or misrepresent Output as human-authored where the law requires disclosure.

6.2 Calls, messages and outreach

• Do not place calls or send messages without the consents and disclosures the law requires, including the TCPA and TSR (United States), TRAI's TCCCPR 2018 and Do Not Disturb registry (India), PECR (United Kingdom), the ePrivacy rules (EU), and equivalent laws elsewhere.
• Do not use Agents for robocalling, spam, unsolicited marketing to numbers on any do-not-call registry, caller-ID spoofing, or impersonation of a person, government body or brand.
• Configure Agents to identify themselves as automated where the law requires and to transfer to a human when an End-User asks. Record calls only where you have the consent required in every relevant jurisdiction.
• Comply with the acceptable-use and messaging policies of the carriers and channels you connect, including telephony providers' terms.

6.3 Browser agents and Connected Services

• Only operate browser agents on websites and accounts you own or are authorised to act in, and in accordance with those sites' terms. Do not use browser agents to evade access controls, defeat CAPTCHAs on sites that prohibit automation, harvest personal data at scale, or purchase restricted items.
• Only connect accounts and credentials you are entitled to use. You are responsible for keeping them valid and for the scopes you grant.
• Do not process regulated categories of data (protected health information, payment card data, biometric identifiers, children's data) unless you have told us in writing, we have agreed in writing, and you have the legal basis to do so.

6.4 Enforcement

We may investigate suspected violations, and may suspend or disable an Agent, workspace or Account that we reasonably believe violates this Section, creates risk to the Service or others, or attracts a lawful demand from a regulator or carrier. Where practical we will notify you first and work with you to fix the problem. We may also report unlawful activity to authorities.

7. Customer Content and Output

7.1 Ownership

As between you and Zoft, you own all Customer Content. To the extent permitted by law, Zoft assigns to you all its right, title and interest in Output generated for you. Output may not be unique; similar prompts from other customers may yield similar Output, and we make no claim that Output is protectable by copyright.

7.2 Licence to Zoft

You grant Zoft a worldwide, non-exclusive, royalty-free licence to host, store, transmit, display, process and create derivative works of Customer Content solely to provide, secure and support the Service for you, to comply with law, and as otherwise instructed by you. This licence ends when Customer Content is deleted from the Service, subject to the retention periods in the Privacy Policy.

7.3 No training

We will not use Customer Content or Output to train, fine-tune or evaluate machine-learning models, and we contract with model providers so that they do not do so either. Aggregated, de-identified usage statistics that cannot reasonably identify you or any person are not Customer Content.

7.4 Your responsibilities

You are responsible for Customer Content, for the actions your Agents take, and for having all rights, consents and notices necessary for Zoft to process Customer Content as described. You must maintain your own backups of data you need; the Service is not an archival system.

7.5 AI Output

8. Third-party services and models

• The Service depends on third-party infrastructure, model, speech, telephony, messaging and payment providers listed at /legal/subprocessors. Their availability and terms can affect the Service; we choose them carefully but do not control them.
• Where you bring your own provider key or account (for example a model provider, your own Twilio account, Slack, Gmail or Stripe), your relationship with that provider is governed by its terms, its charges are yours, and you authorise Zoft to access it on your behalf.
• Connected Services may change or revoke access without notice. We are not responsible for what a Connected Service does with data your Agents send to it, or for its downtime.
• Telephone numbers provisioned through the Service are leased, not sold, and may be reclaimed on termination or where required by a carrier or regulator. We will help you port numbers you are entitled to keep.

9. Intellectual property and feedback

9.1 Zoft property

The Service, including its software, models we develop, orchestration, prompts, templates, user interfaces, Documentation and all improvements, is owned by Zoft and its licensors and protected by copyright, trade-secret and other laws. Except for the limited rights granted in Section 5, no rights are transferred to you. "Zoft" and our logos are our trademarks; you may not use them without permission other than to identify that you use the Service.

9.2 Templates and generated agents

Agent templates, integrations and starter workflows we publish remain ours, and we grant you a licence to use, modify and run them within the Service. The specific Agents Copilot builds from your brief, and the configurations you author, are Output and Customer Content under Section 7.

9.3 Feedback

If you send us ideas, suggestions or bug reports, you grant us a perpetual, irrevocable, royalty-free licence to use them without obligation to you. We will not identify you as the source without your permission.

10. Fees, billing and taxes

• During the private beta the Service is free unless an Order Form states otherwise. Usage-based costs of providers you bring yourself remain your responsibility.
• When paid plans are available, fees, usage allowances, overage rates and billing frequency are as stated in the Order Form or in-product pricing at the time you subscribe. We will give at least 30 days' notice of price changes, which take effect at your next renewal.
• Payments are processed by our payment processor (currently Razorpay). You authorise us to charge your chosen payment method for recurring fees and metered usage. Invoices are due within 15 days unless the Order Form says otherwise; late amounts may bear interest at 1.5% per month or the maximum lawful rate, whichever is lower, and we may suspend the Service after 10 days' written notice of non-payment.
• Fees exclude taxes. You are responsible for GST, VAT, sales tax, withholding and similar taxes other than taxes on our net income. If you must withhold, you will gross up so we receive the full amount. Indian customers will be charged GST at the applicable rate.
• Fees are non-refundable except where these Terms or the law require otherwise. If we terminate for convenience under Section 12.2, we will refund any prepaid fees for the unused period.
• You may dispute an invoice in good faith by writing to legal@zoft.ai within 30 days of the invoice date; we will work with you to resolve it.

11. Confidentiality

"Confidential Information" is non-public information a party discloses that is marked confidential or would reasonably be understood to be so. Customer Content is your Confidential Information; the Service's non-public features, pricing and security details are ours. The recipient will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers who need it and are bound by comparable obligations. These duties do not apply to information that is public through no fault of the recipient, already known to it, independently developed, or received from a third party without restriction. A recipient compelled by law to disclose will give notice where lawful and disclose only what is required. Confidentiality obligations last for three years after termination, and indefinitely for trade secrets and Customer Content.

12. Term, suspension and termination

12.1 Term

These Terms apply from the moment you first accept them and continue until your Account is closed. Paid subscriptions run for the period in the Order Form and renew automatically unless either side gives notice of non-renewal at least 30 days before the end of the current period.

12.2 Termination for convenience

You may close your Account at any time from workspace settings or by writing to legal@zoft.ai. During the beta we may terminate or suspend the Service for convenience on 30 days' notice. Outside the beta we may terminate for convenience only at the end of a subscription period on 30 days' notice.

12.3 Termination for cause

Either party may terminate on written notice if the other materially breaches these Terms and fails to cure within 30 days of notice, or immediately if the breach cannot be cured, or if the other party becomes insolvent or ceases business. We may suspend immediately, without cure period, under Section 6.4 or for non-payment under Section 10.

12.4 Effect of termination

• Your right to use the Service ends and Agents stop running. Numbers and channels are released after the export window unless ported.
• For 30 days after termination you may export Customer Content using in-product export or by asking us; after that, and in any case within 30 days after the export window, we delete Customer Content from production systems, and from backups within a further 35 days, unless retention is required by law.
• Sections 7 (ownership and licences to the extent needed for export), 9, 10 (amounts owed), 11, 12.4, 14, 15, 16, 17 and 19 survive.

13. Changes to the Service

We continuously improve the Service and may add, change or retire features. Outside the beta we will not materially reduce the core functionality of a paid plan during its subscription term without offering a substantially equivalent alternative or a pro-rated refund. We will give at least 90 days' notice before retiring an API version that is generally available, except where security or law requires faster action.

14. Warranties and disclaimers

Each party warrants that it has the authority to enter these Terms. You warrant that you and your use of the Service comply with applicable law, and that you have the rights and consents described in Sections 6 and 7.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, OUTPUT AND BETA FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOFT AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT OUTPUT WILL BE ACCURATE OR SUITABLE FOR ANY PURPOSE, OR THAT AGENTS WILL ACT AS INTENDED IN EVERY CASE.

Some jurisdictions do not allow certain disclaimers; in those jurisdictions the disclaimers apply to the fullest extent permitted.

15. Limitation of liability

1. Exclusion of indirect loss. To the maximum extent permitted by law, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill, data or business opportunity, however caused and under any theory of liability, even if advised of the possibility.
2. Cap. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees you paid to Zoft in the 12 months before the event giving rise to the claim, and (b) INR 1,00,000 (one lakh rupees) or, for Customers billed in another currency, USD 1,200.
3. Exceptions. The exclusions and cap do not apply to: a party's indemnification obligations under Section 16; your payment obligations; either party's breach of Section 11 (Confidentiality); your breach of Section 6 (Acceptable use); infringement or misappropriation of the other party's intellectual property; or liability that cannot be limited by law, including for fraud, gross negligence, wilful misconduct, death or personal injury caused by negligence.
4. Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk given that the Service is offered at low or no cost during the beta and that you control how Agents are deployed.

16. Indemnification

16.1 By you

You will defend Zoft, its affiliates and their officers, directors, employees and agents against any third-party claim, regulatory action or carrier demand, and pay resulting damages, fines, penalties, costs and reasonable legal fees, to the extent arising from: (a) Customer Content or Output as used by you; (b) your Agents' calls, messages, actions or decisions, including alleged violations of telemarketing, recording, consumer-protection or privacy laws; (c) your use of Connected Services; or (d) your breach of Sections 6 or 7.

16.2 By Zoft

We will defend you against any third-party claim alleging that the Service, as provided by us and used in accordance with these Terms, infringes that third party's patent, copyright or trademark or misappropriates its trade secret, and pay resulting damages and costs finally awarded or agreed in settlement. This does not cover claims arising from Customer Content, Output, Connected Services, third-party models, combinations with products not supplied by us, or use after we have told you to stop. If a claim arises we may modify the Service, procure a licence, or, if neither is commercially reasonable, terminate the affected Service and refund prepaid fees for the unused period. This Section states our entire liability for infringement.

16.3 Procedure

The indemnified party must promptly notify the indemnifying party, give it sole control of the defence and settlement (provided no settlement admits fault or imposes obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense.

17. Governing law and dispute resolution

1. Law. These Terms and any dispute arising out of or in connection with them are governed by the laws of India, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
2. Talk first. Before starting formal proceedings, a party must give written notice describing the dispute, and senior representatives of both parties will meet (in person or by video) within 30 days to try to resolve it in good faith.
3. Arbitration. Any dispute not resolved within 60 days of that notice will be finally settled by arbitration under the Arbitration and Conciliation Act, 1996. The tribunal will consist of a sole arbitrator appointed by mutual agreement or, failing agreement within 30 days, by the Madras High Court under section 11 of the Act. The seat and venue of arbitration is Chennai, Tamil Nadu, India; the language is English; the award is final and binding, and may be enforced in any court of competent jurisdiction.
4. Courts. Subject to the arbitration agreement, the courts at Chennai have exclusive jurisdiction, including for interim relief under section 9 of the Act and for enforcement. Either party may seek injunctive relief in any competent court to protect its intellectual property or Confidential Information.
5. Class actions. To the extent permitted by law, disputes will be resolved individually and not as a plaintiff or class member in any purported class, collective or representative proceeding.
6. Time limit. Any claim must be brought within one year after the cause of action arises, except where a longer period is required by law.

18. Changes to these Terms

We may update these Terms. For material changes we will give at least 30 days' notice by email to the Account owner or by in-product notice before they take effect, and will state the new effective date and version at the top of this page. If you object to a material change you may terminate before it takes effect and receive a pro-rated refund of any prepaid fees. Continued use after the effective date constitutes acceptance. Changes required by law or to address security may take effect immediately.

19. General terms

• Entire agreement. These Terms, together with the documents they incorporate and any Order Form, are the entire agreement and supersede all prior discussions. Terms in your purchase order or vendor forms do not apply.
• Assignment. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all your assets who agrees in writing to be bound. We may assign to an affiliate or successor. Any other attempted assignment is void.
• Notices. Notices to Zoft must be sent to legal@zoft.ai and are effective when received. Notices to you may be sent to the email on your Account or shown in-product and are effective when sent.
• Export and sanctions. You will comply with applicable export-control and sanctions laws and represent that you are not located in, or a national of, a country subject to comprehensive sanctions, nor on any restricted-party list.
• Government use. If you are a government entity, additional terms may apply; contact us before use.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, labour disputes, government action, internet or carrier failures, or failure of third-party model providers, provided it uses reasonable efforts to mitigate.
• Relationship. The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship. There are no third-party beneficiaries.
• Severability and waiver. If any provision is unenforceable it will be modified to the minimum extent necessary and the rest remains in force. Failure to enforce a provision is not a waiver.
• Publicity. We may identify you as a customer by name and logo in customer lists and on the Site unless you tell us not to. Any further publicity requires your consent.
• Language. These Terms are in English. Any translation is for convenience; the English version controls.
• Interpretation. Headings are for convenience; "including" means "including without limitation".

Questions about these Terms: legal@zoft.ai. To discuss enterprise terms, a signed DPA or a custom agreement, contact sales.