Terms & Conditions

1. Definitions

• “Account” means the account you create to access and use the Services.
• “Authorized Users” means individuals authorized by you to access and use the Services under your Account.
• “Customer Data” means all data, information, and materials submitted by you or your Authorized Users to the Services.
• “Documentation” means the technical documentation, user guides, and other materials we make available regarding the Services.
• “Subscription Term” means the period during which you have agreed to subscribe to the Services as specified in your Order.
• “Order” means the ordering document or online subscription process through which you agree to purchase a subscription to the Services.

2. Account Registration and Security

2.1. To access the Services, you must create an Account by providing accurate, current, and complete registration information. You agree to update your information to keep it accurate and complete.

2.2. You are responsible for maintaining the confidentiality of your Account credentials, including passwords, API keys, and access tokens. You are responsible for all activities that occur under your Account, whether or not you have authorized such activities.

2.3. You must immediately notify us at security@zerac.com if you become aware of any unauthorized use of your Account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with this section.

2.4. You must not share Account credentials across multiple individuals. Each Authorized User must have a unique set of credentials. Shared credentials may result in account suspension.

3. Use of Services

3.1. License Grant. Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the Subscription Term solely for your internal business purposes in accordance with the Documentation and applicable Order.

3.2. Restrictions. You agree not to, and will not permit any third party to:

• Copy, modify, or create derivative works of the Services or any part thereof
• Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Services
• Access the Services to build a competitive product or service, or to benchmark the Services against a competitive product or service
• Sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Services
• Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material
• Use the Services to store or transmit material in violation of third-party privacy rights
• Use the Services to transmit malicious code, viruses, or any other harmful software
• Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein
• Attempt to gain unauthorized access to the Services, related systems, or networks
• Use the Services in excess of applicable usage limits or in a manner that circumvents technical limitations
• Use the Services for any unlawful purpose or in violation of any applicable law or regulation

3.3. Acceptable Use. You are solely responsible for the activity that occurs on your Account and for ensuring that your use of the Services complies with all applicable laws, regulations, and industry standards, including but not limited to HIPAA, PCI-DSS, GDPR, CCPA, and CMMC where applicable.

4. Customer Data

4.1. Ownership. As between you and Zerac, you retain all right, title, and interest in and to your Customer Data. Zerac does not claim any ownership rights in your Customer Data.

4.2. License to Customer Data. You grant Zerac a non-exclusive, worldwide, royalty-free license to access, use, process, copy, distribute, perform, export, and display Customer Data solely as necessary to provide the Services, comply with your instructions, and as otherwise permitted under these Terms.

4.3. Data Processing. To the extent that Zerac processes personal data on your behalf in connection with the Services, such processing shall be governed by our Data Processing Agreement (DPA), which is incorporated into these Terms by reference and available upon request.

4.4. Data Security. We implement and maintain industry-standard administrative, technical, and physical safeguards designed to protect Customer Data from unauthorized access, use, alteration, and destruction, including encryption in transit and at rest, access controls, and regular security assessments.

4.5. Data Backup. While we maintain regular backups of Customer Data as part of the Services, you are responsible for maintaining your own backup copies of Customer Data. We recommend that you regularly export and back up your data.

5. Fees and Payment

5.1. Fees. You agree to pay all fees specified in the applicable Order. Unless otherwise specified, fees are quoted in U.S. dollars and are exclusive of taxes.

5.2. Billing. We will bill you in advance on a monthly or annual basis, depending on the billing cycle selected in your Order. For annual subscriptions, the full annual fee is due at the beginning of each Subscription Term.

5.3. Payment. Payment is due within 30 days of the invoice date unless otherwise specified. Overdue amounts will accrue interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

5.4. Taxes. You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities. If Zerac has a legal obligation to pay or collect taxes for which you are responsible, the appropriate amount will be invoiced to and paid by you unless you provide a valid tax exemption certificate.

5.5. Price Changes. We may change our fees upon 30 days' prior written notice. Fee changes will take effect at the start of the next Subscription Term following the notice. Your continued use of the Services after a price change constitutes acceptance of the new pricing.

5.6. Refunds. Fees are non-refundable except as expressly set forth in these Terms or as required by applicable law. If you terminate for our uncured material breach, you will be entitled to a pro-rata refund of prepaid fees for the remainder of the Subscription Term.

6. Intellectual Property

6.1. Zerac IP. The Services, including all software, technology, documentation, trademarks, trade names, logos, and other intellectual property, are and shall remain the exclusive property of Zerac and its licensors. These Terms do not grant you any rights to use Zerac's trademarks, trade names, or logos except as expressly authorized.

6.2. Feedback. If you provide us with any suggestions, enhancement requests, recommendations, or other feedback regarding the Services (“Feedback”), you hereby assign to Zerac all right, title, and interest in and to the Feedback, and we are free to use the Feedback without restriction or compensation to you.

6.3. Aggregated Data. We may collect and use aggregated, anonymized, or de-identified data derived from your use of the Services for our business purposes, including improving the Services, conducting research, and creating benchmarking reports, provided that such data cannot reasonably be used to identify you or your Authorized Users.

7. Service Levels and Support

7.1. Availability. We commit to 99.9% uptime for the Services, measured monthly, excluding scheduled maintenance and force majeure events. The specific service level terms, including remedy calculations, are set forth in the Service Level Agreement (SLA) applicable to your subscription plan.

7.2. Support. We provide technical support in accordance with the support plan included with your subscription. Enterprise customers receive 24/7 support with dedicated account management. Business customers receive priority email support during business hours (8am-6pm MT, Monday-Friday).

7.3. Maintenance. We may perform scheduled maintenance on the Services from time to time. We will provide at least 48 hours' advance notice of scheduled maintenance that may result in service interruption, except in cases of emergency maintenance necessary to address security vulnerabilities or critical issues.

8. Confidentiality

8.1. Each party agrees that all information disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”) shall be kept confidential and shall not be disclosed to any third party except as necessary to fulfill its obligations under these Terms.

8.2. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of these Terms; (b) was rightfully known before receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the disclosing party's Confidential Information.

8.3. Each party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that the disclosing party gives the other party prior written notice (to the extent legally permitted) and cooperates with any efforts to obtain confidential treatment.

9. Warranties and Disclaimers

9.1. Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms and to perform its obligations hereunder.

9.2. Service Warranty. Zerac warrants that the Services will perform materially in accordance with the applicable Documentation during the Subscription Term. Your sole and exclusive remedy for breach of this warranty is, at our option, correction of the non-conforming Services or termination of the affected subscription with a pro-rata refund of prepaid fees.

9.3. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ZERAC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZERAC DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of Liability

10.1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Liability Cap. EXCEPT FOR OBLIGATIONS UNDER SECTION 8 (CONFIDENTIALITY) AND YOUR PAYMENT OBLIGATIONS, EACH PARTY'S TOTAL CUMULATIVE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID OR PAYABLE BY YOU TO ZERAC DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3. The limitations of liability set forth in this section shall apply regardless of whether any limited remedy fails of its essential purpose.

11. Indemnification

11.1. By Zerac. Zerac will defend, indemnify, and hold you harmless from and against any third-party claim alleging that your authorized use of the Services infringes or misappropriates such third party's intellectual property rights, and will pay any damages finally awarded or settlement amounts agreed to, provided that you promptly notify us of the claim and cooperate with our defense.

11.2. By You. You will defend, indemnify, and hold Zerac harmless from and against any third-party claim arising from: (a) your use of the Services in violation of these Terms; (b) your Customer Data; or (c) your violation of applicable law. You will pay any damages finally awarded or settlement amounts agreed to.

12. Term and Termination

12.1. Term. These Terms are effective as of the date you first access the Services and continue until all subscriptions have expired or been terminated.

12.2. Subscription Renewal. Unless otherwise specified in the applicable Order, subscriptions will automatically renew for successive periods equal to the expiring Subscription Term unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current term.

12.3. Termination for Cause. Either party may terminate these Terms if the other party materially breaches these Terms and fails to cure such breach within 30 days after receiving written notice of the breach.

12.4. Termination for Convenience. You may terminate your subscription at any time by providing written notice. Termination for convenience will be effective at the end of the then-current Subscription Term. No refund will be provided for the remaining portion of the term.

12.5. Effect of Termination. Upon termination or expiration: (a) your right to access and use the Services will immediately cease; (b) we will make your Customer Data available for export for 30 days following the effective date of termination; (c) after the 30-day export period, we will securely delete your Customer Data from our systems within 90 days; (d) any outstanding payment obligations will survive; and (e) the following sections will survive: Definitions, Intellectual Property, Confidentiality, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions.

13. General Provisions

13.1. Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law provisions.

13.2. Dispute Resolution. Any dispute arising out of or relating to these Terms shall be resolved exclusively in the state or federal courts located in Salt Lake County, Utah, and each party consents to the personal jurisdiction of such courts.

13.3. Entire Agreement. These Terms, together with all Orders and any applicable DPA, constitute the entire agreement between you and Zerac regarding the subject matter hereof and supersede all prior and contemporaneous agreements, proposals, and representations.

13.4. Amendments. We may update these Terms from time to time. We will provide at least 30 days' notice of material changes. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes.

13.5. Assignment. You may not assign these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets.

13.6. Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

13.7. Waiver. The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

13.8. Force Majeure. Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, pandemics, government actions, or failures of the Internet or telecommunications infrastructure.

13.9. Notices. All notices under these Terms shall be in writing and shall be deemed given when delivered personally, sent by confirmed email, or sent by certified or registered mail, return receipt requested, to the addresses specified in the applicable Order.

13.10. Export Compliance. You agree to comply with all applicable export control laws and regulations. You represent that you are not located in any country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country, and you are not listed on any U.S. Government list of prohibited or restricted parties.

13.11. Government Use. If you are a U.S. government entity or the Services are being acquired for use by a U.S. government entity, the Services are “commercial computer software” and “commercial computer software documentation” as defined in FAR 12.212 and DFARS 227.7202, and use, duplication, and disclosure are subject to the terms of these Terms.

14. Contact Information

For questions about these Terms, please contact us at: