1. Agreement to these terms
These Terms of Service (the "Terms") are a binding agreement between you and ZUWP LLC ("ZUWP," "we," "us," or "our"), a Washington limited liability company. By accessing or using the Website or the Services, by requesting beta access, or by clicking to accept these Terms, you agree to them. If you are entering into these Terms on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company.
If a separate written agreement (for example, an order form, master subscription agreement, or DPA) is signed between you and ZUWP, that agreement controls where it conflicts with these Terms.
2. Definitions
- "Services" means the ZUWP OS platform, the interactive demo, the Content Engine and Studio offerings, and related features, support, and websites.
- "Customer Data" means data you submit to or authorize ZUWP to access, including Connected Data from third-party tools and any content you input.
- "Connected Data" means data ingested from the third-party sources you connect (for example, Shopify, Meta Ads, Google Ads, Klaviyo, GA4, and Google Search Console).
- "Output" means the recommendations, analyses, answers, and other materials the Services generate for you.
- "Authorized User" means an individual you permit to use the Services under your account.
3. Beta services
Some or all of the Services are offered as a private beta and are provided on an "as is" and "as available" basis. Beta Services may be incomplete, may change, and may be modified, suspended, or discontinued at any time without liability. We do not provide any service-level commitment for beta Services, and features described on the Website may change. You should not rely on beta Services for business-critical purposes without your own safeguards.
4. Eligibility and accounts
- You must be at least 18 years old and able to form a binding contract. The Services are for business use, not for personal, family, or household purposes.
- You are responsible for the accuracy of account information, for maintaining the confidentiality of credentials, and for all activity under your account and by your Authorized Users.
- You must promptly notify us of any unauthorized use of your account.
5. The Services are advisory; your decisions
ZUWP OS is an advisory tool. It surfaces recommendations and answers based on your data; it does not act on its own. Every recommendation is a suggestion, not a command, and you and your team remain solely responsible for deciding what to do and for the results. Output is not professional advice (including marketing, financial, accounting, legal, or tax advice), and using the Services does not create any professional or fiduciary relationship. You should independently evaluate Output before relying on it.
6. Connected services and third parties
The Services let you connect third-party tools and data sources. By connecting them, you authorize ZUWP to access and process the associated data to provide the Services. Your use of third-party services is governed by those third parties' own terms, and you are responsible for complying with them and for maintaining any rights, consents, and credentials needed to connect them. ZUWP is not responsible for third-party services, their availability, or their acts or omissions, and we may rely on the data they provide without independent verification.
7. Customer Data and license
- Ownership. As between you and ZUWP, you own your Customer Data. We claim no ownership of it.
- License to operate the Services. You grant ZUWP a non-exclusive, worldwide license to host, copy, process, transmit, and display Customer Data as needed to provide and maintain the Services, to secure and improve them, and as otherwise permitted in these Terms and our Privacy Policy and any DPA.
- Your responsibilities. You represent that you have all rights and permissions necessary to provide the Customer Data and to authorize our processing of it, including any required notices to and consents from your own customers, and that your Customer Data and its use will not violate any law or third-party rights.
- Privacy and data protection. Our processing of personal information is described in the Privacy Policy and, for customers, any DPA, which is incorporated by reference.
8. AI-generated output
The Services use artificial intelligence, including large language models, to generate Output. AI Output may be inaccurate, incomplete, or unsuitable for your situation, and similar Output may be generated for other customers. You are responsible for reviewing and validating Output before relying on or acting on it. ZUWP does not warrant that Output is accurate, error-free, or fit for any particular purpose, and ZUWP is not liable for decisions you make based on Output. To the extent ZUWP has rights in Output, we assign or license them to you so you can use Output for your business; you are responsible for your use of it.
9. Optional automation features
The Services may offer optional automations that perform repetitive tasks on your behalf. These run only if you turn them on, operate within the scope you configure, and report back to you. You remain responsible for activities performed through automations you enable, and you should monitor them. You may disable automations at any time.
10. Subscriptions, fees, and billing
- Pricing model. The Services are priced by advisor. You may subscribe to one or more advisors and add or remove them over time, subject to the plan you select.
- Fees and renewal. Fees, billing frequency, and any minimum terms are as stated at sign-up or in your order. Unless stated otherwise, subscriptions renew automatically for successive periods until cancelled.
- Cancellation. You may cancel as described in your plan; cancellation takes effect at the end of the current billing period. Except where required by law, fees are non-refundable and partial periods are not prorated.
- Changes. We may change fees and plans on prospective notice, effective at your next renewal.
- Taxes. Fees are exclusive of taxes, which you are responsible for, except taxes on our net income.
- Beta pricing. Pricing during beta may be promotional and may change when the Services become generally available.
11. Acceptable use
You agree not to, and not to allow anyone to:
- Use the Services in violation of law or to infringe the rights of others.
- Upload data you lack the rights or consents to provide, or that is unlawful, harmful, or sensitive beyond what the Services are designed to handle.
- Reverse engineer, decompile, scrape, or attempt to access the Services' source code or underlying models, except as permitted by law.
- Resell, sublicense, or provide the Services to third parties except your Authorized Users, or use them to build a competing product.
- Interfere with or disrupt the integrity or performance of the Services, or attempt to gain unauthorized access.
- Use the Services to develop or distribute malware or to send unlawful or unsolicited communications.
12. Intellectual property
ZUWP and its licensors own all rights in the Services, including the platform, software, models and configurations, documentation, and the ZUWP name, logos, and other brand features. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services during your subscription, solely for your internal business purposes and subject to these Terms. All rights not expressly granted are reserved. If you provide feedback or suggestions, you grant ZUWP a perpetual, royalty-free license to use them without restriction.
13. Confidentiality
Each party may receive non-public information of the other that is marked or reasonably understood to be confidential. The receiving party will use it only to perform under these Terms, protect it with reasonable care, and not disclose it except to personnel and contractors who need it and are bound by similar obligations. This does not apply to information that is public, independently developed, or rightfully obtained from another source, or to disclosures required by law.
14. Disclaimers
THE SERVICES, INCLUDING ALL OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. To the maximum extent permitted by law, ZUWP disclaims all implied warranties, including merchantability, fitness for a particular purpose, title, and non-infringement. ZUWP does not warrant that the Services will be uninterrupted, secure, or error-free, that Output will be accurate or complete, or that the Services will achieve any particular marketing, financial, or business result. The Services do not provide professional, financial, legal, tax, or accounting advice, and you are responsible for your own decisions and outcomes.
15. Limitation of liability
To the maximum extent permitted by law: (a) neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, data, or goodwill, even if advised of the possibility; and (b) ZUWP's total aggregate liability arising out of or relating to the Services and these Terms will not exceed the greater of (i) the amounts you paid ZUWP for the Services in the twelve (12) months before the event giving rise to the claim, or (ii) one hundred U.S. dollars ($100). These limitations apply regardless of the theory of liability and form the basis of the bargain. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
16. Indemnification
You will defend, indemnify, and hold harmless ZUWP and its officers, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your Customer Data, your use of the Services, your violation of these Terms or applicable law, or your infringement of any third-party right.
17. Term, suspension, and termination
- These Terms apply while you access or use the Services. Either party may terminate a subscription as provided in the applicable plan or order.
- We may suspend or terminate your access immediately if you breach these Terms, if required for security or legal reasons, or if we discontinue the Services (including beta Services).
- On termination, your right to use the Services ends. We will make Customer Data available for export or delete it as described in the Privacy Policy or applicable DPA. Sections that by their nature should survive (including ownership, disclaimers, limitation of liability, indemnification, and governing law) survive termination.
18. Changes to the Services and these Terms
We may modify the Services and these Terms from time to time. For material changes to these Terms, we will update the "Last updated" date and provide reasonable notice where appropriate. Changes apply prospectively, and your continued use of the Services after they take effect means you accept the updated Terms. If you do not agree, you must stop using the Services.
19. Governing law and dispute resolution
These Terms are governed by the laws of the State of Washington, without regard to its conflict-of-laws rules. The parties will first try in good faith to resolve any dispute informally by contacting each other. If a dispute is not resolved within thirty (30) days, the state and federal courts located in King County, Washington will have exclusive jurisdiction and venue, and each party consents to personal jurisdiction there. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any claim must be brought within one (1) year after it arises, to the extent permitted by law.
20. General
- Entire agreement. These Terms, the Privacy Policy, and any order or DPA are the entire agreement between you and ZUWP on this subject and supersede prior agreements.
- Severability and waiver. If any provision is unenforceable, the rest remains in effect, and a failure to enforce a provision is not a waiver.
- Assignment. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
- Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
- Notices. We may provide notices to you by email or through the Services; you may contact us as set out below.
- Independent contractors. The parties are independent contractors; these Terms create no partnership, agency, or joint venture.
21. Contact us
ZUWP
Email: hello@zuwp.com
Mailing address: PO Box 3624, Bellevue, WA 98009, United States.