Terms

zyprova Terms of Use

1. Overview

zyprova Inc (“Company”) provides cloud-based agentic AI conversation, dashboarding, reporting, planning, and related services under these Terms of Use unless a separate written agreement (“Prior Agreement”) governs your use.

• If a Prior Agreement exists, it supersedes these Terms. By clicking “I agree” or using our Services, you confirm your agreement to the Prior Agreement.

• If no Prior Agreement exists, these Terms form a binding agreement between you (or the legal entity you represent, “You”) and the Company. By clicking “I agree” or using our Services, You accept these Terms.

If You do not agree, do not use or access our Services.

Modifications: These Terms may be updated to reflect changes in our Services. Notifications of updates will be provided via our website (www.zyprova.com), email, or other means. Continued use of our Services after updates indicates your acceptance.

2. Definitions and Ownership

Account: The billing account associated with your use of our Services.

User: Any individual authorized to access our Services, including Read/Write and Read Only Users.

Data: Business information uploaded by You or your Users, including financial reports, cap table, KPIs, and human resources data.

Ownership:

• You retain ownership of your Data but grant the Company a license to use it as needed to provide Services.

• The Company retains ownership of it software, including all related intellectual property.

You may not copy, modify, or create derivative works of our software or attempt to reverse engineer it.

3. License and Use

License Grant: The Company grants You a limited, non-exclusive, non-transferable license to access and use our Services for internal business purposes.

Usage Restrictions:

• Access is subject to limits tied to your Account (e.g., number of Users, Plans, AI conversations).

• Unauthorized sharing, sublicensing, or reverse engineering is prohibited.

User Responsibilities:

• Ensure all Users under your Account maintain secure credentials and comply with these Terms.

• Review and validate all outputs generated using our Services.

4. Fees, Payment, and Taxes

Fees: You agree to pay all fees as outlined during registration. Payments are non-refundable and billed monthly or annually in U.S. dollars.

Non-Payment: Failure to pay may result in account suspension or termination. Late payments accrue interest at 5% per month or the maximum allowed by law.

Renewals: Subscriptions automatically renew unless canceled before the renewal date.

Taxes: You are responsible for all applicable taxes.

5. Privacy, Data Rights, and Service Availability

Privacy and Data Use:

• The Company complies with applicable data protection laws and implements safeguards to protect your data.

• By using our Services, You consent to anonymized aggregation of your data for benchmarking and analytics.

Service Availability: zyprova software is hosted on third-party cloud infrastructure. While we strive for reliability, uninterrupted service is not guaranteed.

Communication: By using our Services, You consent to receive updates and notifications via email or in-app messaging.

6. Termination

Termination by Either Party: Either party may terminate this Agreement at any time. Upon termination, your access to our Services will cease, and all outstanding fees remain due.

Data Access: Post-termination access to your data is subject to prior agreement with the Company.

The Company may modify or discontinue the use of Services at its discretion.

7. Warranty Disclaimer and Liability Limitation

No Warranty: Our Services are provided “as-is” without warranties of any kind. The Company disclaims implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Liability Cap: The Company’s liability is capped at the subscription fees paid in the past 12 months.

8. General Provisions

Governing Law and Arbitration: This Agreement is governed by California law. Disputes will be resolved through binding arbitration in Santa Clara County, California.

Force Majeure: The Company is not liable for delays or failures caused by events beyond its control.

Contact Information

For inquiries, contact:

zyprova Inc.

Email: support@zyprova.com