Terms of Service | ZOVA Automation
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Terms of Service

Last updated: February 7, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client," "you," or "your") and ZOVA Automation ("Company," "we," "us," or "our") governing your access to and use of our website, services, and automation solutions (collectively, the "Services").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

2. Description of Services

ZOVA Automation provides AI automation infrastructure and consulting services for B2B service companies, including:

  • Workflow analysis and automation opportunity assessments
  • Design, development, and deployment of custom automation systems
  • Integration of third-party tools and platforms
  • Ongoing monitoring, maintenance, and optimization of deployed systems

The specific scope, deliverables, timelines, and fees for your engagement will be set out in a separate order form, proposal, or statement of work ("Order Form"). In case of conflict between these Terms and an Order Form, the Order Form prevails for that engagement.

3. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use our Services. When you create an account or join our waitlist, you agree to:

  • Provide accurate, current, and complete information
  • Maintain the security of your account credentials
  • Promptly notify us of any unauthorized use of your account
  • Accept responsibility for all activities that occur under your account

4. Fees and Payment

Fees for the Services are specified in the applicable Order Form. Unless otherwise stated:

  • All fees are quoted in U.S. dollars and are exclusive of taxes
  • Invoices are due within the payment period stated on the invoice
  • Late payments may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law
  • Fees paid are non-refundable except as expressly provided in the applicable Order Form

We may suspend Services for accounts with overdue balances after providing reasonable notice.

5. Client Responsibilities

To enable us to deliver the Services, you agree to:

  • Provide timely access to systems, tools, data, and personnel reasonably required for the engagement
  • Ensure you have the necessary rights and licenses for any third-party tools we integrate on your behalf
  • Review and approve deliverables within agreed timeframes
  • Use the Services in compliance with all applicable laws and regulations

6. Intellectual Property

Our IP

We retain all rights, title, and interest in and to our pre-existing materials, methodologies, frameworks, templates, and know-how, including any improvements made during an engagement ("Company IP").

Deliverables

Upon full payment of applicable fees, you receive a non-exclusive, perpetual license to use the deliverables created for you under an Order Form for your internal business purposes. Company IP embedded in deliverables remains our property.

Your Data

You retain all rights to your data. You grant us a limited license to access and process your data solely to provide the Services.

7. Confidentiality

Each party agrees to protect the other party's confidential information with at least the same degree of care it uses to protect its own confidential information, and not to disclose it to third parties except as necessary to perform under these Terms or as required by law. This obligation survives termination of these Terms.

8. Acceptable Use

You agree not to:

  • Use the Services for any unlawful purpose or in violation of any applicable laws
  • Reverse engineer, decompile, or attempt to extract the source code of our systems
  • Resell, sublicense, or provide the Services to third parties without our written consent
  • Interfere with or disrupt the integrity or performance of the Services
  • Use the Services to transmit malicious code or infringing content

9. Third-Party Services

The Services may integrate with third-party tools and platforms (such as CRMs, communication tools, and payment processors). Your use of those third-party services is governed by their own terms and privacy policies. We are not responsible for the availability, accuracy, or performance of third-party services.

10. Warranties and Disclaimers

We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY SPECIFIC BUSINESS RESULTS WILL BE ACHIEVED.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS.

EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations do not apply to breaches of confidentiality obligations, a party's indemnification obligations, or liability that cannot be limited under applicable law.

12. Indemnification

You agree to indemnify and hold us harmless from any claims, damages, and expenses (including reasonable attorneys' fees) arising from your violation of these Terms, your misuse of the Services, or your violation of applicable law or third-party rights.

13. Term and Termination

These Terms remain in effect while you use the Services. Either party may terminate an engagement as set out in the applicable Order Form. Either party may terminate these Terms immediately if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days of written notice.

Upon termination, you remain responsible for all fees incurred through the effective date of termination. Sections that by their nature should survive termination (including confidentiality, intellectual property, limitation of liability, and indemnification) will survive.

14. Governing Law and Disputes

These Terms are governed by and construed in accordance with applicable law, without regard to conflict of law principles. The parties will first attempt to resolve any dispute informally through good-faith negotiation. If a dispute cannot be resolved informally within thirty (30) days, it will be resolved through binding arbitration or the courts of competent jurisdiction, as specified in the applicable Order Form.

15. Changes to These Terms

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on our website and updating the "Last updated" date. Your continued use of the Services after any changes indicates your acceptance of the updated Terms.

16. General

  • Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement between the parties regarding the Services
  • Severability: If any provision is found unenforceable, the remaining provisions remain in full force
  • Waiver: Failure to enforce any provision is not a waiver of the right to enforce it later
  • Assignment: You may not assign these Terms without our prior written consent
  • Force Majeure: Neither party is liable for delays caused by events beyond its reasonable control

17. Contact Us

If you have questions about these Terms, please contact us at:

ZOVA Automation
Email: [email protected]