Terms & Conditions

Welcome to zammo.ai, our SaaS application at app.zammo.ai (including its responsive mobile version), and the Zammo AI Managed Application (collectively, the “Site”), owned and operated by Zammo Inc. (“Zammo,” “we,” “us,” or “our”, the “Company”). These Terms of Service (“Terms”), together with any Order Form, constitute a binding agreement between the Company and the Customer (as defined below) governing access to and use of the Site, the Software, and the Services (each as defined below). Please read these Terms carefully before accessing or using the Site or purchasing the Services.

“Customer,” “you,” or “your” means the direct enterprise, government, non-profit, developer, agent, IT integration partner, agency, reseller, or SMB customer entering into these Terms, whether directly with the Company or through a Reseller (as defined in Section 3.2).

1. DEFINITIONS

“Software” means Zammo’s software-as-a-service platform, offered in two configurations:

• “Zammo Agents on SaaS” – a multi-tenant offering hosted on Zammo’s own Microsoft Azure tenant, accessible via app.zammo.ai or via subscription through the Microsoft Azure Marketplace; and

• “Zammo Agents as an Azure Managed Application” (“ZOT Software”) – software distributed through the Microsoft Azure Marketplace and installed on the Customer’s own Azure tenant.

“Services” means the Company’s services made available through the Software, enabling Customer to (i) engage its users across chat channels (Website chatbot, Microsoft Teams chatbot, WhatsApp, Slack, Facebook Messenger, and SMS) and voice channels (IVR via Twilio and IVR via Microsoft Azure Communication Services) (collectively, the “Channels”), and (ii) build and deploy generative AI agents, including agents capable of taking autonomous actions on Customer’s or its end users’ behalf, using Customer’s own data (“AI Agents”).

“Authorized User” means an employee or contractor of Customer authorized by Customer to access and use the Site and Services on Customer’s behalf.

“End User” means an individual who interacts with a Customer’s AI Agent through the Channels, and who is not a party to these Terms.

“Customer Content” means all Customer Confidential Information, content, data, code, documents, and other materials submitted by or on behalf of Customer to the Services, including the content and logic of any AI Agent Customer creates.

“Usage Data”, means information about use of the Services that has been aggregated and/or de-identified such that it does not identify, and cannot reasonably be used to re-identify, any individual. Usage Data is not Personal Information.

“End User Conversation Data” means Personal Information relating to End Users that is collected or generated through their interactions with a Customer’s AI agent via the Channels, including conversation transcripts and voice recordings.

“Order Form” means an ordering document, online checkout flow, or Azure Marketplace subscription screen, as applicable to the relevant Purchase Path, that sets out the Service Plan, Fees, and Term applicable to Customer’s subscription.

“MSA” means a separately negotiated and signed master subscription or services agreement between Customer and the Company that expressly supersedes these Terms, in whole or in part, for that Customer.

2. ACCEPTANCE AND PRECEDENCE

2.1 Acceptance of Terms

By accessing or using the Site or the Services, you accept and agree to be bound by these Terms. If you do not agree, do not use the Site and do not purchase or use the Services.

2.2 Order of Precedence

 Where Customer has a currently effective, signed MSA with the Company, that MSA governs Customer's use of the Site and Services. Where Customer has purchased the Services through a Reseller, these Terms govern the relationship between Customer and the Company with respect to use of the Software and Services, notwithstanding any separate agreement between Customer and the Reseller regarding fees, support, or other commercial terms; the Reseller agreement does not modify these Terms as between Customer and the Company.

2.3 Amendment of Terms

The Company may amend these Terms from time to time by posting updated Terms to the Site. Unless a delayed effective date is specified, amendments are effective upon posting, and continued use of the Site or Services after posting constitutes acceptance of the amended Terms. This Section 2.3 does not apply to Customers with an effective MSA to the extent the MSA specifies its own amendment procedure.

2.4 Additional Terms

Additional posted guidelines applicable to specific products, services, or features are incorporated by reference into these Terms. The Company may modify or terminate this Section 2 at any time in its sole discretion.

3. PURCHASE PATHS AND USE OF THE PLATFORM

3.1 License

Subject to these Terms, timely payment of all applicable Fees, and the terms of the applicable Order Form, the Company grants Customer a limited, nonexclusive, nontransferable license during the Term to access the Site and use the Software.

3.2 Purchase Paths

Customer may obtain the Services through one of the following paths (each, a “Purchase Path”), each of which is subject to the billing, renewal, and cancellation mechanics described in Sections 3.3 through 3.8:

• (a) SaaS via app.zammo.ai – Zammo Agents on SaaS purchased directly from the Company through app.zammo.ai;

• (b) SaaS via Azure Marketplace – Zammo Agents on SaaS purchased as a subscription through the Microsoft Azure Marketplace, billed through Customer’s Azure account;

• (c) Managed Application via Azure Marketplace – the ZOT Software, installed on Customer’s own Azure tenant and billed through Customer’s Azure account;

• (d) Reseller/Channel Partner – access to the Services obtained through an authorized reseller or channel partner (“Reseller”), where Customer pays the Reseller and the Reseller in turn pays the Company, and Customer separately accepts these Terms and the Privacy Policy directly with the Company as part of installing the Software through the Microsoft Azure Marketplace; and

• (e) Custom Enterprise MSA – access to the Services under a negotiated MSA, where Customer pays the Company directly via invoice.

3.3 Account Registration

To use the Services, Customer must create an account with complete and accurate information, and keep it current. Credentials may not be shared except with Authorized Users. Customer is responsible for all activity under its account and must immediately notify the Company of any unauthorized use.

3.4 Payment Terms

Subscription Charges (“Fees”) are due as follows, depending on Purchase Path:

• Paths (a) and (e): billed directly by the Company via credit card, ACH, or invoice, as specified in the applicable Order Form, in advance of each Term.

• Paths (b) and (c): billed automatically to Customer’s Azure account in accordance with Microsoft Azure Marketplace billing terms.

• Path (d): Customer pays the Reseller directly, on terms agreed between Customer and the Reseller; the Company’s receipt of payment from the Reseller (not Customer’s payment to the Reseller) determines whether Customer’s account is in good standing with the Company.

Renewal: subscriptions renew automatically for successive terms equivalent in length to the expiring term, at then-current Fees, unless cancelled in accordance with Section 3.7. Refunds: except as otherwise stated in an Order Form or Section 3.9, all Fees are non-refundable. Late Payment: for Paths (a) and (e), the Company may charge interest of 1.5% per month on overdue amounts and/or suspend access if payment is not received within five (5) calendar days (credit card) or fifteen (15) calendar days (other methods) of notice of non-payment. Taxes: Fees are exclusive of applicable taxes, which Customer is responsible for paying.

3.5 Restrictions and Limitations

Customer shall not: license, sublicense, sell, resell, rent, or otherwise commercially exploit the Site, Services, or Software to any third party except as expressly permitted; reverse engineer, disassemble, or decompile the Software; remove proprietary notices; create derivative works of the Site, Services, or Software; reproduce any part of the foregoing except as expressly permitted; or use the Site, Services, or Software for any purpose not expressly permitted herein.

3.6 Technical Considerations

Customer acknowledges that operation of the Software may involve transmission of Customer Content over various networks, including to the Company’s third-party hosting and technology partners, and that Customer bears sole responsibility for adequate security, protection, and backup of Customer Content. The Company has no liability for unauthorized access to, or corruption, deletion, or loss of, Customer Content, except to the extent arising from the Company’s breach of its security obligations under these Terms or the DPA.

3.7 Suspension

The Company may suspend Customer’s access to the Site, Services, or Software upon notice if it believes in good faith that Customer’s use poses a security risk, may adversely impact the Site or Services, may subject the Company or third parties to liability, or is in material breach of these Terms. The Company may also suspend or terminate an account if registration information proves inaccurate, or for non-payment as described in Section 3.4. Cancellation of an account does not relieve Customer of the obligation to pay amounts already owed.

3.8 Cancellation

Customer may cancel its subscription at any time, as follows:

• Path (a): cancellation takes effect at the end of the then-current billing cycle.

• Path (b): cancellation is effected by turning off auto-renewal in Customer’s Azure tenant; the subscription terminates at the end of the then-current billing cycle.

• Path (c): cancellation is effected by deleting the Managed Application from Customer’s Azure tenant; the subscription terminates immediately upon deletion.

• Path (d): Customer cancels by providing notice to its Reseller; the Reseller is responsible for notifying the Company. Cancellation takes effect once the Company receives that notice from the Reseller.

• Path (e): cancellation is effected in accordance with the notice and termination provisions of the applicable MSA.

No refunds will be given for cancelled subscriptions, except as provided in Section 3.9.

3.9 Term, Suspension, and Termination for Breach or Non-Renewal

If Customer is in violation of these Terms, the Company may notify Customer and, at its discretion, provide a fifteen (15) calendar day cure period. If the violation is not cured (or if the Company reasonably believes it cannot be cured), Customer's account will be terminated. Upon expiration, non-renewal, or termination of the Term for any reason, the Company will handle Customer Content, Usage Data, and End User Conversation Data as follows:

• For Zammo Agents on SaaS: the Company will retain such data for up to sixty (60) calendar days following termination, after which it will be deleted.

• For the ZOT Software: because such data resides on Customer's own Azure tenant, it is deleted immediately when the Managed Application is removed from that tenant, and the Company retains nothing following removal.

3.10 Effect of Termination

The Company strongly recommends Customer export all Customer Content, Usage Data and End User Conversation Data before terminating its account. Customer Content, Usage Data and End User Conversation Data will be retained or deleted as described in Section 3.9. Customer Content, Usage Data, and End User Conversation Data cannot be recovered once deleted. If Customer Content, Usage Data, and/or End User Conversation Data is migrated between data centers at Customer’s request, the Company will delete the copy at the original data center fourteen (14) calendar days after migration. Upon termination for Customer’s breach, Customer remains liable for unpaid Fees for the remainder of the Term. Upon termination for the Company’s uncured material breach (following thirty (30) calendar days’ notice and opportunity to cure), Customer is entitled to a pro-rated refund of prepaid, unused Fees.

4. AI AGENT FEATURES AND AUTONOMOUS ACTIONS

4.1 AI Agent Capabilities

The Services enable Customer to build AI Agents that generate responses using Customer’s own data, and that may, where configured by Customer, take autonomous actions on behalf of Customer or its End Users — for example, submitting information to another system, completing a transaction, or triggering a workflow (“Autonomous Actions”).

4.2 Customer Responsibility for Configuration and Scope of Authority

Customer is solely responsible for: (a) configuring the scope of authority granted to any AI Agent, including which Autonomous Actions it may take and under what conditions; (b) implementing appropriate guardrails, approval or confirmation flows, and monitoring for any AI Agent capable of Autonomous Actions — whether implemented in the Customer’s agent design or in the Customer’s own systems; and (c) testing and validating AI Agent behavior before deploying it to End Users. Zammo imposes no spending, rate, or volume limits on Autonomous Actions; implementing any such limits is solely Customer’s responsibility.

4.3 No Warranty on AI Output; High-Stakes Use

AI Agent outputs and Autonomous Actions are generated using artificial intelligence and may be inaccurate, incomplete, or inappropriate for a given context. The Company does not warrant the accuracy, completeness, or reliability of any AI Agent output or Autonomous Action. Customer shall not use, and shall not permit End Users to rely on, AI Agent output as the sole basis for any medical, legal, financial, safety, or other high-stakes decision without appropriate independent verification and, where appropriate, human review.

4.4 Model Providers

AI Agent functionality is currently provided using Microsoft Azure OpenAI Service. Depending on the Channel Customer selects, Zammo also uses Twilio speech-to-text (for Twilio IVR) or Microsoft Azure speech-to-text (for Azure Communication Services (ACS) IVR).

4.5 Ownership of AI Output

As between Customer and the Company, Customer owns all output generated by its AI Agent(s) using Customer Content, subject to the Company's underlying rights in the Software and Section 4.6 below. This ownership grant is subject to, and does not expand, any rights, restrictions, or output-ownership terms imposed by the underlying AI model provider (currently Microsoft Azure OpenAI Service) under its own terms of use. Notwithstanding Customer's ownership of AI Agent output, the Company may derive and use Use Data and Aggregated Anonymous Data from such output in accordance with, and subject to the limitations of, Section 6.

4.6 No Training on Customer Content

The Company does not use Customer Content or End User Conversation Data to train, fine-tune, or otherwise improve any AI model (including Azure OpenAI) under any Purchase Path.

4.7 Liability for Autonomous Actions

Except to the extent arising from the Company’s gross negligence, willful misconduct, or breach of Section 4.6, Customer is solely responsible for, and assumes all risk associated with, any Autonomous Action taken by its AI Agent in accordance with the scope of authority Customer has configured.

5. OWNERSHIP AND PROPRIETARY RIGHTS

5.1 Company IP

The Site, Software, and all content and materials made available therein, other than Customer Content, are owned by the Company or its licensors and protected by applicable intellectual property laws. No title to any part of the Site, Services, or Software is transferred to Customer under these Terms.

5.2 Customer Content

Customer owns all Customer Content (including Usage Data, End User Conversation Data and AI Agent output, per Section 4.5). The Company claims no ownership interest in Customer Content. Customer grants the Company a non-exclusive, non-transferable, royalty-free, sublicensable, worldwide license to access, reproduce, distribute, and otherwise use Customer Content solely to provide the Services.

6. USE DATA AND AGGREGATED ANONYMOUS DATA

The Company may derive data about use of the Services by Customer and its users (“Use Data”) and may use and disclose Use Data to third-party service providers to improve the Site, Software, and Services. The Company may also obtain and aggregate technical data about Customer’s use of the Services, excluding any information that identifies Customer or any individual (“Aggregated Anonymous Data”), and may use Aggregated Anonymous Data for any business purpose, including generating benchmarks or reports for distribution to other customers and prospects, provided the Company does not identify Customer as the source of any such data.

7. PROHIBITED CONTENT

Customer shall not create, upload, transmit, or otherwise use Customer Content that: (a) infringes any third party’s intellectual property, publicity, privacy, or contract rights; (b) is illegal, defamatory, obscene, pornographic, harassing, or fraudulent; (c) promotes hatred, discrimination, or violence against any individual or group; (d) violates applicable law; (e) contains malicious code; (f) interferes with any other person’s use of the Site or Services; or (g) would otherwise expose the Company or any third party to liability or harm.

If Customer creates any such content, the Company may refuse to continue providing the Services, suspend or terminate Customer’s account, and cancel pending orders, in its sole discretion.

8. PROHIBITED CONDUCT

Customer is responsible for its own and its End Users’ conduct, and agrees not to: use the Site, Services, or Software in a manner that impairs their functioning; impersonate any person or entity; harvest information about other users without consent; use the Services for any illegal purpose; circumvent any security measure; or use data mining, robots, or similar extraction methods. The Company is not liable for the conduct of any user of the Services. The Company may refuse service, suspend or terminate accounts, or cancel pending orders for violations of this Section, in its sole discretion.

9. CONFIDENTIALITY

Each party agrees to protect the other party’s Confidential Information with the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care, and not to use or disclose the other party’s Confidential Information except as necessary to perform its obligations or exercise its rights under these Terms. “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or that would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including Customer Content, the terms of any Order Form or MSA, and non-public information about either party’s business, products, or technology. Confidential Information does not include information that: is or becomes publicly available through no fault of the receiving party; was rightfully known to the receiving party before disclosure; is rightfully obtained from a third party without duty of confidentiality; or is independently developed without use of the disclosing party’s Confidential Information. Either party may disclose Confidential Information to the extent required by law or court order, provided it gives the other party reasonable notice to seek protective treatment, where legally permitted to do so. The obligations in this Section 9 will survive for five (5) years following termination or expiration of these Terms, except that with respect to any Confidential Information that constitutes a trade secret under applicable law, such obligations will survive for as long as the information remains a trade secret. This Section 9 does not limit or reduce the more specific data protection and security obligations set forth in the Data Processing Agreement (see Section 10), which govern with respect to Personal Information to the extent of any conflict with this Section 9.

9.1 Marketing References

Notwithstanding Section 9 (Confidentiality), Customer agrees that the Company may identify Customer by name (but not by logo, trademark, or any Customer-specific case study, quote, or testimonial) as a customer of the Company in the Company's sales and marketing materials, including sales presentations and one-page collateral, solely to indicate that Customer uses the Services. Customer may withdraw this consent at any time by written notice to legal@zammo.ai, and the Company will cease using Customer's name in materials created after the date of such notice.

10. PRIVACY POLICY AND DATA PROCESSING

The Company's Privacy Policy, incorporated by reference, describes the Company's collection, use, and disclosure of personal information in connection with the Services, including when the Company acts as a controller and when it acts as a processor. Where the Company processes personal information as a processor on Customer's behalf, such processing is additionally governed by the Company's Data Processing Agreement or other applicable agreement with Customer, incorporated by reference, which controls to the extent of any conflict with the Privacy Policy or these Terms. Customer is responsible for determining the appropriate purposes and legal bases for its use of the Services, configuring its AI Agents and Channels appropriately, providing any required notices or disclosures to End Users, and ensuring its use of the Services complies with applicable privacy, data protection, and sector-specific laws.

11. THIRD-PARTY SITES, CHANNELS, AND LINKS

The Site may link to third-party resources, including the Channels through which the Software may be used (Website chatbot, Microsoft Teams chatbot, WhatsApp, Slack, Facebook Messenger, SMS, IVR via Twilio, and IVR via Microsoft Azure Communication Services). These links are provided for convenience. The Company does not sponsor, control, endorse, or monitor any linked third-party site or Channel operator, and is not responsible for their acts, omissions, or access to Customer Content. These Terms do not govern Customer’s or End Users’ interactions with such third-party Channels; Customer should review each Channel operator’s own terms and privacy policies. Solely with respect to Customers whose existing Order Form or account configuration includes Amazon Alexa as an active Channel as of the Effective Date, Amazon Alexa remains available as a Channel subject to this Section 11, notwithstanding that it is not offered to new Customers.

12. CUSTOMER REPRESENTATIONS AND WARRANTIES

Customer represents and warrants that: (a) the individual accepting these Terms on Customer’s behalf is at least 18 years old and authorized to bind Customer; (b) Customer Content does not infringe any third party’s rights; (c) if Customer is an entity, these Terms and any Order Form are entered into by a duly authorized representative; (d) Customer is not located in, and is not otherwise subject to, any U.S. trade embargo or sanctions restriction, and is not on the U.S. Treasury Department’s Specially Designated Nationals list; and (e) Customer will comply with all applicable laws in connection with its use of the Site and Services, including the FTC Act and COPPA.

13. DISCLAIMER OF WARRANTIES

THE SITE, SOFTWARE, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE SITE, SOFTWARE, OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT AI AGENT OUTPUT WILL BE ACCURATE OR RELIABLE (SEE SECTION 4.3). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

14. INDEMNIFICATION

14.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees, contractors, and agents from any third-party claims, actions, demands, investigations, or regulatory inquiries ("Claims"), including reasonable attorneys' fees, arising out of or relating to: (a) Customer's breach of these Terms or applicable law; (b) Customer's, its Authorized Users', or its End Users' misuse of the Services; (c) any Autonomous Action taken within the scope of authority Customer configured (see Section 4.7); (d) Customer's lack of authority to use the Services on behalf of a purported client or End User; (e) Customer Content, including any allegation that Customer Content infringes, misappropriates, or otherwise violates any intellectual property, privacy, publicity, contractual, or other rights of a third party; or (f) Customer's violation of applicable privacy, data protection, artificial intelligence, consumer protection, telecommunications, or other applicable laws in connection with its use of the Services.

14.2 Company IP Indemnification

The Company shall defend, indemnify, and hold harmless Customer from any third-party Claims alleging that the Software, as provided by the Company and used in accordance with these Terms, infringes a third party's United States patent, copyright, or trademark, except to the extent the Claim arises from (a) Customer Content, (b) modification of the Software not made by the Company, (c) use of the Software in combination with products or services not provided by the Company, (d) Customer's continued use of the Software after the Company has provided a non-infringing replacement, modification, or workaround, (e) Customer's use of the Software other than in accordance with these Terms or the applicable documentation, or (f) Customer's failure to use the then-current version of the Software where the alleged infringement would have been avoided by use of the then-current version.

If the Software becomes, or the Company believes is likely to become, the subject of such a Claim, the Company may, at its option, procure the right for Customer to continue using the Software, replace or modify it to be non-infringing, suspend the affected functionality pending implementation of a commercially reasonable replacement, or terminate the applicable subscription and refund prepaid, unused Fees. Notwithstanding Section 15, the Company's aggregate liability under this Section 14.2 shall not exceed two (2) times the Fees paid by Customer to the Company in the twelve (12) months preceding the Claim.

14.3 Procedure

The indemnified party shall provide prompt notice of any Claim. Failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent the indemnifying party is materially prejudiced by the delay. The indemnifying party may assume exclusive control of the defense and settlement of any Claim subject to indemnification, and the indemnified party agrees to reasonably cooperate with such defense. The indemnified party may participate in the defense with counsel of its own choosing at its own expense. The indemnifying party shall not settle any Claim in a manner that admits liability on behalf of, or imposes any obligation on, the indemnified party without the indemnified party's prior written consent, not to be unreasonably withheld, conditioned, or delayed.

15. LIMITATION OF LIABILITY

EXCEPT FOR THE EXCLUDED CLAIMS DEFINED BELOW, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR THE EXCLUDED CLAIMS, THE COMPANY'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SOFTWARE, OR THE SERVICES SHALL NOT EXCEED THE GREATER OF $500 OR THE AMOUNT PAID BY CUSTOMER TO THE COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

“Excluded Claims” means: (a) Customer’s indemnification obligations under Section 14.1; (b) the Company’s indemnification obligations under Section 14.2; (c) either party’s breach of Section 9 (Confidentiality); (d) either party’s gross negligence or willful misconduct; (e) Customer’s payment obligations under Section 3.4; and (f) either party’s obligations or costs arising from a data breach or security incident involving Personal Information or End User Conversation Data. Notwithstanding the foregoing, the Company’s aggregate liability for Excluded Claims under item (f) shall not exceed two (2) times the Fees paid by Customer to the Company in the twelve (12) months preceding the event giving rise to liability.

16. FORCE MAJEURE

Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from circumstances beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or governmental action, provided the affected party uses reasonable efforts to resume performance promptly.

17. COPYRIGHT POLICY

The Company responds to notices of alleged copyright infringement and terminates repeat infringers’ accounts in accordance with the U.S. Digital Millennium Copyright Act. Notices of alleged infringement may be sent to the Company’s Designated Copyright Agent:

Zammo Inc.

2370 Market Street #137

San Francisco, CA 94114

Attn: Legal Department

legal@zammo.ai

18. ARBITRATION AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

Most concerns can be resolved by contacting us at legal@zammo.ai. If a dispute cannot be resolved informally, the parties agree to resolve it through binding arbitration administered by JAMS under its Commercial Arbitration Rules (and, for consumer-related disputes, its Supplementary Procedures for Consumer Related Disputes), held in San Francisco, California, or remotely. A party seeking arbitration must first send the other a written notice of dispute by certified mail to the addresses in Section 20 (Notice).

Disputes may only be resolved on an individual basis; class arbitrations, class actions, private attorney general actions, and consolidated proceedings are not permitted. Exceptions: either party may bring qualifying claims in small claims court; the Company may seek injunctive relief in any court of competent jurisdiction to stop unauthorized use, abuse of the Services, or intellectual property infringement, without first arbitrating. If this arbitration agreement is found unenforceable, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Francisco, California. Consistent with Section 2.2, this Arbitration Agreement does not apply to a Customer with a currently effective, signed MSA that contains its own dispute-resolution provisions; such disputes are governed exclusively by the MSA.

19. NOTICE

Legal notices to the Company will be sent to the Company’s registered agent, Corporation Service Company d/b/a CSC – Lawyers Incorporating Service (California), and to Customer at the email address provided at registration. Notice is deemed given twenty-four (24) hours after the email is sent, unless the sender is notified the address is invalid.

20. MISCELLANEOUS

20.1 Governing Law; Venue

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Except as provided in the Arbitration Agreement, disputes must be brought in the state or federal courts located in San Francisco County, California, and the parties consent to personal jurisdiction and venue there.

20.2 Assignment

The Company may assign its rights and obligations under these Terms. These Terms inure to the benefit of the Company’s successors, assigns, and licensees.

20.3 Severability

If any provision of these Terms is found unlawful, void, or unenforceable, that provision will be deemed severable and will not affect the validity of the remaining provisions.

20.4 Headings

Headings are for convenience only and do not affect interpretation of these Terms.

20.5 Entire Agreement

These Terms, together with any applicable Order Form, MSA, and Additional Terms, constitute the entire agreement between the parties regarding the subject matter herein, and supersede all prior agreements, except that an effective MSA controls to the extent of any conflict per Section 2.2.

20.6 Statute of Limitations

ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED.

20.7 Waiver

No waiver of these Terms by the Company is binding unless authorized in writing by an executive officer of the Company. A waiver of any breach will not be construed as a waiver of any other or subsequent breach.

21. ACKNOWLEDGEMENT

BY REGISTERING AN ACCOUNT ON THE SITE OR EXECUTING AN ORDER FORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.