Terms of Service

These Terms of Service ("Terms") govern your access to and use of the website analytics platform and related services (collectively, the "Services") provided by Zenovay ("Zenovay", "we", "us", or "our").

You accept these Terms and our Privacy Policy by ticking the acceptance box presented when you create your account, and in any event by accessing or using the Services. Zenovay records that acceptance, including the version of these Terms in force at the time. If you do not agree to these Terms, you may not access or use the Services.

Account Registration

To use certain features of our Services, you must register for an account. Account creation requires you to confirm, by a separate affirmative act that is not pre-ticked, that you accept these Terms and have read the Privacy Policy. When you register, you also agree to:

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

You may not:

• Use another person's account without permission
• Share your account credentials with others
• Create multiple accounts to evade restrictions or fees
• Register for an account if you are under 16 years of age in the European Economic Area or Switzerland, or under 13 years of age in the United States
• Use the Services if you are a competitor or for competitive analysis purposes without our prior written consent

Authority to Bind

By registering an account or accepting these Terms on behalf of an organization (including any company, partnership, sole proprietorship, public body, association, or other entity), you represent, warrant, and covenant to Zenovay that: (a) you are an individual of full legal capacity; (b) you have read, understood, and agree to be bound by these Terms in your individual capacity; (c) you have full and unrestricted authority to bind the organization to these Terms and to all related documents in the Order of Precedence section; (d) the organization has authorized you to incur the financial and operational obligations set out in these Terms; (e) all information you provide about the organization (legal name, registered address, VAT or tax identifier, primary contact, payment instrument owner) is accurate, complete, and current, and you will keep it accurate, complete, and current; and (f) you accept personal liability, jointly and severally with the organization, for any obligation under these Terms in the event that the organization disclaims, denies, or fails to honor your authority to bind it. Zenovay may rely on your apparent authority without any further inquiry. Disputes between you and the organization, or between or among any team members, about who has authority over the account are not Zenovay's concern, and Zenovay may continue to rely on the registered email address, payment instrument, and account-owner record of file until Zenovay is informed in writing and chooses, in its sole discretion, to recognize a change.

Authorized Users and Seat Allocation

An "Authorized User" is a named individual (employee, contractor, or other natural person directly engaged by the Account owner) who has been provisioned a seat on the Account by the Account owner, who is bound by the Account owner to the obligations of these Terms, and whose actions on the Account are attributable to the Account owner as if performed by the Account owner directly. Each Authorized User must use a unique set of login credentials; credential sharing, seat sharing, generic shared accounts (for example, "team@" or "ops@" inboxes), and credential reuse across multiple natural persons are prohibited. The Account owner is fully responsible for the conduct of every Authorized User, for revoking access promptly when an Authorized User is no longer engaged, and for the consequences of any failure to do so. Zenovay may, at its reasonable discretion, request evidence of seat allocation, conduct audits of seat usage, and downgrade or terminate accounts found to be evading per-seat pricing through sharing arrangements, with no refund.

Email Address Integrity

A monitored, durable, and identifiable email address is a load-bearing element of the contract between you and Zenovay. We use it to deliver authentication factors, security alerts, breach notifications, billing-failure notices, plan-change confirmations, data-retention warnings, and other communications we are contractually or legally required to send. Registrations that defeat any of these functions are inconsistent with the contract and are not accepted.

You may not register, attempt to register, or maintain an account using:

• A temporary, disposable, anonymous, throwaway, or burner email address, including any address generated by a service whose primary or substantial purpose is to provide short-lived, single-use, or self-destructing mailboxes, regardless of whether the underlying domain is custom, branded, or appears legitimate
• An email-forwarding, masking, or alias service whose primary or substantial purpose is to conceal the registrant's identity from the recipient, including relay services offered by privacy products, browsers, or operating-system vendors, except where you also provide and maintain a verified underlying address as described in the exception below
• Subaddressing patterns (for example, the use of a plus sign or other tag followed by an arbitrary suffix before the at sign, or repeated dots in providers that treat them as equivalent) for the purpose of, or with the effect of, evading our single-account, single-trial, single-free-tier, single-discount, or per-organization limits, or of circumventing any prior suspension or termination
• An email address that you do not actively monitor, including an address you cannot reliably receive mail at, an address belonging to a third party without their permission, or an address you intend to abandon after initial verification
• Any combination of the above, or any other technique that has the effect, regardless of intent, of frustrating our ability to reach you at a stable, identifiable address

Detection

We may, at our reasonable discretion, evaluate registrations and existing accounts against third-party email-reputation, deliverability, and disposable-domain databases, against internal heuristics derived from our own platform telemetry, and through manual review by authorized personnel. These evaluations may occur at signup, at any later point during the lifecycle of the account, and after termination for the purpose of preventing re-registration. We do not publish the list of providers, vendors, signals, or thresholds used, both because the list changes and because publication would defeat the prevention purpose.

If, in our reasonable determination, an account is registered or maintained in violation of this section, we may, at our sole discretion and without prior notice:

• Refuse the registration or block the email address or domain, either temporarily or permanently
• Require additional identity verification before granting or restoring access, including verification of a phone number reachable on a non-VOIP, non-disposable carrier, verification of a business-domain email address with documented control of the underlying domain, or verification of a valid payment instrument issued in your name
• Suspend the account pending the outcome of verification, including suspending data ingestion, dashboard access, and API access
• Terminate the account and any associated organizations, projects, or workspaces without prior notice and without any obligation to provide an export window
• Forfeit any prepaid subscription fees, account credit, promotional credit, or referral credit, and apply such forfeiture against the operational cost of investigation and remediation
• Delete all associated Customer Data in accordance with our data-retention policy, and publish aggregate, non-identifying statistics about abuse patterns for transparency

Exception

This section is not intended to penalize legitimate privacy-respecting use of custom-domain or self-hosted email infrastructure. A registrant who uses an email address at a custom domain that the registrant controls, or at a self-hosted mail server that the registrant operates, is not in violation of this section provided that the registrant actively monitors the address, can reliably receive mail at it, and uses it consistently with the integrity expectations set out above. The fact that an email provider is privacy-respecting, encrypted, or hosted outside the European Union is not, by itself, a basis for refusal, suspension, or termination under this section.

Sanctions, Export Control, and Restricted Parties

You represent and warrant, on a continuing basis, that: (a) you are not located in, ordinarily resident in, or organized under the laws of any country or region that is subject to comprehensive trade sanctions administered by the Swiss State Secretariat for Economic Affairs (SECO), the European Union, the United Kingdom HM Treasury, the United Nations Security Council, or the United States Office of Foreign Assets Control (OFAC), or to any equivalent restriction; (b) you are not, and you are not owned or controlled (directly or indirectly, individually or in the aggregate at 50 percent or more) by any party that is, listed on any restricted-party list maintained by SECO, the EU consolidated financial-sanctions list, the UK HMT sanctions list, the UN consolidated sanctions list, the OFAC Specially Designated Nationals list, or any equivalent list; (c) you will not use, export, re-export, transfer, or make available the Services, any Service output, or any technical data derived from the Services in any manner that violates Swiss, EU, UK, UN, US, or other applicable sanctions, export-control, or trade laws; and (d) you will not use the Services for or on behalf of any sanctioned party, sanctioned program, or restricted end-use. For Customers in the European Union, the foregoing applies only to the extent not prohibited by Council Regulation (EC) No 2271/96 (the EU Blocking Statute) or by any Member State implementing legislation; nothing in this section requires you to comply with extraterritorial sanctions of a third country whose application is blocked in your jurisdiction. If at any time Zenovay reasonably believes that this section is or may be breached, Zenovay may immediately suspend or terminate your account without prior notice and without refund, may withhold any data transfer or export, and may report the matter to competent authorities to the extent legally permitted. You will indemnify Zenovay in accordance with the Indemnification section of these Terms for any claim, fine, penalty, sanction, or cost arising from a breach of this section.

Acceptable Use

You must use our Services in compliance with all applicable laws and regulations. You agree to comply with our Acceptable Use Policy, which is incorporated into these Terms by reference.

You may not use our Services to:

• Track websites or applications hosting illegal content
• Violate any person's privacy rights or data protection laws
• Collect data from children without proper consent
• Distribute malware or engage in malicious activities
• Attempt to gain unauthorized access to our systems
• Interfere with or disrupt the integrity or performance of our Services
• Reverse engineer or attempt to extract the source code of our Services

Sensitive Data Prohibition

You are strictly prohibited from using our Services to track, collect, transmit, or process sensitive personal data, including but not limited to:

• Health or medical information (HIPAA-protected data)
• Financial account numbers, payment card data, or detailed financial records
• Biometric identifiers (fingerprints, facial recognition, voice prints)
• Government-issued identification numbers
• Authentication credentials (passwords, security tokens)
• Data revealing racial origin, political opinions, religious beliefs, or sexual orientation

By using our Services, you represent and warrant that you will not transmit any sensitive data to Zenovay. You agree to fully indemnify and hold harmless Zenovay from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys' fees) arising from your transmission of sensitive data to our Services, regardless of whether such transmission was intentional or accidental.

First-Party Proxy Mode

If you configure Zenovay to operate through your own domain (first-party tracking or proxy mode):

• You are solely responsible for disclosing this practice to your users in your privacy policy
• You are solely responsible for obtaining appropriate consent from your users
• You accept full liability for any legal claims, regulatory actions, or damages arising from your use of first-party tracking mode
• You agree to indemnify Zenovay for any claims related to your use of this feature
• Zenovay makes no representations regarding the legality of first-party tracking in your jurisdiction

Subscription and Payment

Pricing and Plans

We offer various subscription plans with different features and usage limits. Current pricing is available on our pricing page. We reserve the right to change our pricing with at least 30 days' notice to existing subscribers.

Billing

By subscribing to a paid plan, you agree to pay all applicable fees. Subscription fees are:

• Billed in advance on a monthly or annual basis, as selected
• Non-refundable except as required by law or as explicitly stated in these Terms
• Subject to applicable taxes, which will be added to your invoice
• Processed through our third-party payment processor (Stripe)

If payment fails, is reversed, is charged back, is disputed, or is otherwise unavailable when due, we may, at our sole discretion and in any combination, take any or all of the following actions:

• Retry charging your payment method on file, including with corrective adjustments to the timing and amount, up to the limits permitted by the relevant card-network rules and the agreement with our payment processor
• Suspend, throttle, downgrade, or restrict your account, including data ingestion, dashboard access, API access, and integrations, with fees continuing to accrue during the suspension period
• Terminate your access to paid features, in whole or in part, with no obligation to provide an export window beyond the standard data-retention period
• Charge late fees and default interest at the rate of 5% per annum above the Swiss reference interest rate (or, if higher and permitted by law, 1.5% per month), calculated from the original due date until paid in full, in accordance with Articles 102 and 104 of the Swiss Code of Obligations
• Recover all reasonable costs of collection, including external collection-agency fees, attorneys' fees, court costs, and arbitration costs, in addition to the unpaid principal and default interest
• Withhold export of, or access to, any of your data, dashboards, reports, or analytics until all amounts due (including default interest and collection costs) are paid in full
• Refer the unpaid amount to a collection agency or commercial debt-collection service, and report the delinquency to any commercial-credit bureau that we engage from time to time, subject to applicable law
• Where you have committed an Annual Plan and ceased payment, accelerate and declare immediately due and payable the entire remaining contract value of the unpaid term as liquidated damages, on the basis that the time value of the prepayment was an essential element of the bargain; Customer expressly agrees that this amount is a reasonable estimate of Zenovay's loss and not a penalty
• Treat repeated chargebacks (more than one in any twelve-month period) or chargebacks lodged without first contacting Zenovay support as material breach giving immediate termination without refund and without further notice, and pursue civil recovery of the chargeback amount, the chargeback-processing fee, and our reasonable defense costs

Free Plan

We offer a free plan with limited features and usage. The free plan:

• Includes 1 website, 2 team members, and 1 year of data retention
• Is available indefinitely with no time limit
• May have limited features or usage compared to paid plans
• Can be upgraded to a paid plan at any time for additional features

Cancellation and Refunds

Cancellation

You may cancel your subscription at any time through your account settings or by contacting support at [email protected]. Upon cancellation:

• You will retain access to paid features until the end of your current billing period
• Your subscription will not automatically renew
• Your data will be retained according to our data retention policy
• You may lose access to certain features and data after the billing period ends

Refunds

Subscription fees are generally non-refundable. However, we may provide refunds at our discretion in the following circumstances:

• Service outages or disruptions that significantly impact your use of the Services
• Billing errors or duplicate charges
• Required by applicable law

To request a refund, contact [email protected] within 30 days of the charge.

Data Ownership and Usage

Your Data

You retain all ownership rights to the analytics data collected through your use of our Services ("Customer Data"). By using our Services, you grant us a limited license to:

• Process and store Customer Data to provide, maintain, monitor, secure, and improve the Services
• Aggregate and de-identify Customer Data so that it no longer relates to an identified or identifiable person, and then create statistics, signals, models and benchmarks from the result. In respect of Customer Data that constitutes personal data, this instruction is given by Customer as controller under the Data Processing Agreement, and the aggregation and de-identification step is itself processing performed on Customer's instruction; the licence in this paragraph attaches only to the aggregated, de-identified output and not to the underlying personal data. As to that output, the licence is perpetual, royalty-free, worldwide, sublicensable to Zenovay's contractors and successors and survives termination, and it includes the right to train, fine-tune, evaluate, deploy and commercialise machine-learning and AI models (including large language models), and to use the resulting models, signals and benchmarks for any purpose, including product development, security research, fraud prevention and commercial offerings
• Use Customer Data as necessary to comply with legal obligations, respond to lawful requests from competent authorities, and enforce these Terms
• Use Customer Data to investigate, prevent, or address suspected fraud, abuse, security incidents, or violations of these Terms or the Acceptable Use Policy

You represent and warrant that:

• You have all necessary rights to collect and process Customer Data
• You have obtained required consents from your website visitors
• Customer Data does not violate any third-party rights
• You comply with all applicable privacy and data protection laws

You acknowledge and agree that you may not use any output of the Services (including analytics insights, dashboards, AI-generated text, screenshots, reports, recommendations, scores, or any other artifact produced by the Services) to train, fine-tune, evaluate, benchmark, or otherwise improve any machine-learning or artificial-intelligence model that competes with, or could compete with, the Services or any future Zenovay product. Zenovay reserves all rights under Article 4(3) of Directive (EU) 2019/790 on copyright in the Digital Single Market to opt out of any text-and-data-mining of the Zenovay website, documentation, dashboards, and Service outputs by any third party (whether human or automated) for the purpose of training generative-AI or other ML models. This reservation extends to the use of the Services or their outputs by AI agents, AI assistants, or autonomous browsing tools operating on behalf of a user. You will pass through these restrictions to any party to whom you provide Service outputs.

Repository Content

Two different things touch your code, and they are governed separately. If you install the Zenovay GitHub App, Zenovay reads repository and commit metadata for the repositories you select: repository names and URLs, commit identifiers, commit messages, branch names and the name and email address of the commit author. Zenovay does not read the contents of your files through that integration. Separately, if you run the guided install assistant, the assistant reads the specific files needed to place the tracking snippet and sends their contents to a third-party AI model provider in order to prepare the change. In this section, "Repository Content" means both the metadata described above and any file contents processed by the guided install. Repository Content is not Customer Data, and the licence granted above over Customer Data does not apply to it.

• Ownership. You and your licensors retain all right, title, and interest in Repository Content. Connecting a repository transfers no ownership to Zenovay and creates no rights in your source code beyond those described in this section.
• Scope of access. Zenovay can access only the repositories you select when you install the integration, and only for as long as the integration remains installed.
• Purpose-limited license. You grant Zenovay a non-exclusive, non-transferable, non-sublicensable, revocable license to access, copy, and modify Repository Content solely to the extent necessary to perform the specific installation you requested, and for no other purpose.
• Transient processing of file contents. File contents read by the guided install are processed transiently in order to prepare the change and are sent to our AI model provider for that purpose. We retain the resulting change (the diff) and the report of the install; we do not retain the contents of your repository files after the task completes. Repository and commit metadata collected by the GitHub App is retained until you disconnect the integration or delete the website or account, and is removed when you do.
• No model training by Zenovay. Zenovay does not use Repository Content to train, fine-tune, evaluate or benchmark any machine-learning or artificial-intelligence model, and does not include it in the aggregated statistics, signals, models or benchmarks described in the Customer Data licence above. Where the guided install sends file contents to a third-party model provider, that provider's own terms govern what it does with them; we select providers on terms that do not permit training on our API inputs, but we do not warrant a third party's conduct. If you would rather no file contents leave your machine, do not use the guided install and place the snippet yourself.
• No derivative rights. No perpetual, sublicensable, or post-termination right described elsewhere in these Terms applies to Repository Content or to any work derived from it.
• Termination of the license. The license ends automatically when you disconnect the integration, revoke its access, or uninstall it from the repository, whichever occurs first. You may ask us to delete the retained diffs and install reports at any time.

In case of conflict, this section prevails over any other provision of these Terms in respect of Repository Content, including the survival provision. Nothing in this section limits your responsibility for the changes you choose to apply to your own repository.

Data Protection

We implement appropriate technical and organizational measures to protect Customer Data. For more information about our data practices, see our Privacy Policy and Data Processing Agreement.

You are responsible for:

• Maintaining backups of any critical data
• Implementing appropriate security measures on your websites
• Configuring data retention settings appropriately

Your Configuration Choices

Zenovay gives you privacy-oriented options and sets them to the more protective position where we can. You decide which of them are right for your site, your audience and your jurisdiction. The choices that carry the most weight are:

• Cookieless Mode, which is the option pre-selected when you add a website, and the first-party cookie mode you may choose instead of it
• Session replay and heatmaps, which record or reconstruct individual behaviour and are off until you switch them on
• Text masking within session replay, which is off by default, so any personal data your pages display as text will otherwise appear in a recording
• The identify feature, and any name, email address, phone number, company or custom attribute you send us through it
• Custom events and revenue events, and whatever properties you choose to attach to them
• Cross-domain tracking, first-party proxy mode and custom hostnames
• B2B company identification and visitor value scoring, and any use you make of their output
• Third-party integrations, imports, webhooks and warehouse exports, including the destination and the credentials you supply for them

For each of these you remain responsible for your own legal basis, your own privacy notice, any consent or opt-out you are required to obtain and honour, the configuration you select, the data you choose to send us, and compliance with the laws that apply to your website, your business and your users, including any sector-specific rules. A setting being available in Zenovay is not a statement that it is lawful for you to use, and a setting being pre-selected is not advice that it is sufficient for you.

Nothing in this section shifts to you an obligation that applicable law places directly on Zenovay. We remain responsible for our own obligations as a service provider and, where we act as processor, for the obligations that fall on a processor, as set out in the Data Processing Agreement.

No Legal Advice

Zenovay supplies technical functionality, not legal advice. Our documentation, help centre, in-product text, marketing material, support answers and AI-generated responses describe how the Services behave; they are not an assessment of your legal position and are not a representation that any configuration makes your implementation compliant with any law. Privacy and electronic-communications requirements differ by country, by sector and by the other technologies you run, and they change. You are responsible for evaluating what applies to you and, where it matters, for taking your own professional advice. Where Zenovay states that a feature reduces or removes a technical practice, such as writing to a visitor's device, that statement is about the product's behaviour and not a conclusion about your obligations.

Data Retention

Analytics data is retained according to your subscription plan:

• Free Plan: 1 year (365 days)
• Pro Plan: 2 years (730 days)
• Scale Plan: 4 years (1,460 days)
• Enterprise Plan: Custom retention period as agreed

Data Retention Lifecycle: when data passes your plan's retention period, it goes through three stages before deletion:

• Phase 1 - Soft Hide: Data older than your retention period is hidden from your analytics dashboard but remains in our systems. Your analytics continue to function normally for current data.
• Phase 2 - Grace Period (30 days): You will receive email notifications alerting you that historical data has been hidden. During this 30-day grace period, you can upgrade your plan to recover the hidden data.
• Phase 3 - Permanent Deletion: After the grace period expires, hidden data is permanently deleted and cannot be recovered.

Plan Changes and Data Retention:

• Upgrading: When you upgrade to a higher plan, any data that was hidden but now falls within your new retention period will automatically be recovered and become visible again.
• Downgrading: When you downgrade to a lower plan, data older than the new plan's retention period will be hidden and the 30-day grace period will begin. You will receive email notifications before any permanent deletion.

By using our Services, you acknowledge and agree to this data retention lifecycle. We recommend regularly exporting critical data if you require permanent retention beyond your plan limits.

Intellectual Property

Our Intellectual Property

The Services and all related technology, software, source code, object code, documentation, dashboards, reports, AI-generated outputs, designs, user interfaces, user experience flows, command-line interfaces, MCP server interfaces, API designs, data models, schemas, methodologies, know-how, content, and any derivatives or improvements thereof (excluding Customer Data) are and remain the sole and exclusive property of Zenovay and its licensors, and are protected by copyright, trademark, trade-dress, trade-secret, patent, sui-generis database, and other intellectual-property laws. Subject to your compliance with these Terms and your timely payment of all applicable fees, Zenovay grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable license to access and use the Services solely during your active subscription term and solely for your internal business purposes in accordance with these Terms. No other license, right, or interest is granted by implication, estoppel, exhaustion, or otherwise.

You may not, and you will not permit or assist any third party to:

• Copy, modify, adapt, translate, port, prepare derivative works of, or create improvements based on our Services or any part thereof
• Reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to derive the source code, algorithms, or underlying ideas of our software, except where, and only to the extent that, applicable mandatory law permits such activity notwithstanding this prohibition (in the EU, the mandatory carve-out under Article 6 of Directive 2009/24/EC for interoperability with an independently created program, where the information necessary to achieve interoperability is not readily available, you provide Zenovay with at least 30 days' prior written notice describing the intended interoperability and the information sought, and the resulting information is not used for any other purpose, not disclosed to third parties except as necessary for interoperability, and not used to create a substantially similar competing program; equivalent narrow carve-outs under Swiss URG Art. 21 or UK CDPA s. 50B apply on the same conditions)
• Rent, lease, sell, resell, sublicense, transfer, assign, distribute, or otherwise commercially exploit your rights to the Services, in whole or in part, whether for fee or free
• Remove, obscure, alter, or modify any proprietary notice, copyright notice, trademark notice, watermark, or label embedded in or affixed to the Services or any output
• Use Zenovay's trademarks, service marks, common-law marks, trade dress, logos, slogans, distinctive UI elements, distinctive layouts, color schemes, iconography, typographic styles, or any element of Zenovay's brand identity without prior written permission
• Scrape, crawl, harvest, screen-scrape, mass-download, or extract data from the Services using any automated tool, headless browser, bot, AI agent, or scripted process, except through the official Zenovay API within its documented rate limits and authentication mechanisms
• Train, fine-tune, evaluate, validate, benchmark, or otherwise improve any machine-learning or artificial-intelligence model (including any large language model, multimodal model, embedding model, or AI agent) using the Services, the Services' outputs, screenshots of the Services, the Zenovay website, the Zenovay documentation, or any portion thereof
• Use the Services to develop, train, improve, market, sell or operate any product or service that competes with the Services, or to gather competitive intelligence for that purpose. This does not restrict publishing an honest review, comparison or benchmark of the Services
• Evade rate limits, geographic restrictions, plan limits, abuse-detection mechanisms, fraud-prevention systems, suspension or termination decisions, or any other technical or contractual control by any means (including the use of multiple accounts, anonymizing networks, residential proxies, VPNs, alternate identities, or alternate payment instruments)
• Use, replicate, or imitate Zenovay's distinctive user-interface patterns, user-experience flows, dashboard layouts, command-line interface command structure, MCP server interface, API endpoint naming, schema design, or any other element of Zenovay's product design in a competing or substantially similar product

No Competitive Use and Trade Dress

Without limiting the prohibitions above, you specifically may not use the Services, the Services' outputs, screenshots of the Services or any documentation about the Services for any of the following: (a) developing, training, evaluating or improving any product or feature that competes with, or could reasonably be expected to compete with, the Services or any future Zenovay product; (b) conducting competitive benchmarking or competitive-intelligence activity for the purpose of building or improving a competing product; or (c) imitating, replicating or substantially copying any element of Zenovay's trade dress, including the look and feel of dashboards, charts, colour palettes, iconography, typography, navigation patterns, command-line command structure, MCP tool naming or API endpoint naming. Zenovay's distinctive interface, dashboard layouts, CLI structure, MCP server interface and API design are protected as trademarks, common-law marks and trade dress to the maximum extent permitted under the Swiss Trade Mark Protection Act, EU Trade Mark Regulation (EU) 2017/1001 and applicable common-law trade-dress doctrines. This section does not restrict, and is not to be read as restricting, your right to publish an honest review, comparison, benchmark or opinion about the Services, including one that names Zenovay and reproduces screenshots to the extent needed to illustrate the point. Comparative advertising that meets the conditions of Directive 2006/114/EC and Article 3(1)(e) of the Swiss Unfair Competition Act is lawful and is not prohibited here. Ordinary reference to Zenovay by name in news reporting, academic research, legal proceedings, commentary or nominative descriptive use is likewise unaffected.

Feedback

If you provide us with feedback, suggestions, or ideas about our Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our Services without any obligation to you. This license does not affect your rights under applicable data protection laws.

Warranties and Disclaimers

THE SERVICES, INCLUDING ALL ANALYTICS, INSIGHTS, AI-GENERATED OUTPUTS, DASHBOARDS, REPORTS, SCORES, RECOMMENDATIONS, FORECASTS, AND ANY OTHER OUTPUT, ARE PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENOVAY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, COLLATERAL, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FITNESS FOR ANY SPECIFIC BUSINESS OUTCOME, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, AVAILABILITY, UNINTERRUPTED OPERATION, ERROR-FREE OPERATION, SECURITY, FREEDOM FROM VIRUSES OR HARMFUL CODE, COMPATIBILITY WITH ANY SYSTEM OR INTEGRATION, ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, AND ANY WARRANTY THAT THE SERVICES OR THEIR OUTPUTS WILL BE SUITABLE FOR ANY SPECIFIC BUSINESS, MARKETING, FINANCIAL, OR OPERATIONAL DECISION. CONSUMER-MANDATORY WARRANTIES ARE PRESERVED ONLY TO THE EXTENT EXPRESSLY REQUIRED BY APPLICABLE MANDATORY LAW.

Without limiting the foregoing disclaimer, Zenovay specifically does not warrant or represent that:

• The Services will be uninterrupted, secure, error-free, free from defects, or available at any specific time or with any specific performance characteristic
• The Services or their outputs will meet your specific requirements, expectations, or business objectives
• Any errors, defects, vulnerabilities, or non-conformities will be corrected within any specific timeframe or at all
• The Services will be compatible with your devices, software, browsers, integrations, or third-party systems, or will remain compatible following any update of those systems
• Any analytics data, statistics, counts, conversions, attributions, or other measurements produced by the Services will be accurate, complete, exhaustive, deduplicated, audit-grade, fit for reporting to regulators, fit for reporting to investors, or fit for any specific decision
• Any AI-generated insight, recommendation, score, forecast, or natural-language response produced by the Services will be correct, free from hallucination, free from bias, free from training-data contamination, suitable for any business decision, or fit for any specific purpose; AI outputs are provided for informational purposes only and you remain solely responsible for any decision you make based on them
• Any visitor value score, B2B identification, intent signal, or other inferred attribute will accurately characterize the actual person, organization, or intent in question
• Any heatmap, session replay, or behavioural insight will be a representative sample of your visitor population, free from sampling bias, or fit for usability or accessibility research without further independent validation
• Any uptime calculation, latency metric, or status-page indicator will be exhaustive of all actual outages or degradations, or will constitute a service-level commitment
• Any data export, backup, or migration will preserve all data fields, all granularity, all historical periods, or all integrations, or will be reversible
• Any change to the Services, including breaking changes to APIs, deprecations, feature removals, plan-limit changes, or pricing changes, will be backwards-compatible or will be preceded by any specific advance notice beyond what is required by the Modification of Terms section
• The Services or their outputs are suitable for any regulated industry (including without limitation healthcare, financial services, gambling, age-restricted content, or critical infrastructure) absent a separately negotiated written agreement specifying the additional warranties applicable to that industry

No Uptime Guarantee

ZENOVAY MAKES NO COMMITMENT REGARDING SERVICE AVAILABILITY OR UPTIME. We do not guarantee any specific uptime percentage (such as 99.9% or 99.99% availability). While we strive to maintain high availability, the Services may experience downtime due to:

• Scheduled or unscheduled maintenance
• Infrastructure provider outages (Cloudflare, Oracle Cloud Infrastructure, etc.)
• Security incidents or required updates
• Force majeure events
• Factors beyond our reasonable control

You acknowledge that downtime may occur and agree not to hold Zenovay liable for any damages arising from service unavailability. If uptime guarantees are important to your business, please contact us about Enterprise plans with custom service level agreements.

Force Majeure and Excused Performance

Zenovay shall not be liable, nor be in breach of these Terms, and shall be fully and unconditionally excused from any performance obligation (including any obligation relating to availability, uptime, response time, data freshness, feature delivery, support, or refunds), for any failure, delay, degradation, interruption, or non-performance of the Services to the extent caused, in whole or in part, directly or indirectly, by any event or circumstance beyond Zenovay's reasonable control, regardless of whether such event was foreseeable. The events described in this clause constitute höhere Gewalt within the meaning of Swiss law and act of God, force majeure, or hardship under any other applicable legal system.

Events of force majeure include, without limitation, any of the following, whether occurring at Zenovay itself or at any of its upstream providers, subprocessors, carriers, or counterparties:

• Acts of God, natural disasters, earthquakes, floods, fires, storms, severe weather, volcanic activity, tsunamis, landslides, and pandemics, epidemics, or public-health emergencies of any scale, whether or not officially declared
• War, invasion, armed conflict, hostilities (whether or not war is declared), civil war, rebellion, insurrection, riot, civil unrest, mob violence, looting, terrorism, sabotage, or threats of any of the foregoing
• Acts, orders, restrictions, sanctions, embargoes, expropriations, requisitions, blockades, or other measures by any government, public authority, supervisory authority, court, regulator, or quasi-governmental body, including export controls, financial sanctions (OFAC, EU, UK, UN, SECO), import restrictions, licence revocations, and orders compelling shutdown of services or suspension of accounts
• Cyberattacks, including without limitation distributed-denial-of-service (DDoS) attacks, application-layer DDoS, volumetric attacks, ransomware, malware infection, supply-chain compromise, zero-day exploits, credential-stuffing campaigns, account takeovers, and coordinated automated abuse, whether directed at Zenovay or at any of its upstream providers
• Failure, outage, degradation, throttling, deprecation, breaking change, scheduled or unscheduled maintenance, security incident, account suspension, or contractual termination affecting any of Zenovay's upstream service providers or subprocessors, including without limitation Cloudflare (Workers, KV, Pages, Turnstile, AI Gateway), Oracle Cloud Infrastructure (Compute, Block Volume, Object Storage), Stripe, Resend, OpenAI, Anthropic, LemonSqueezy, Polar, IPwho.is, Mapbox, and Sentry, and any successor or replacement provider used by Zenovay
• Internet, DNS, BGP, peering, transit, routing, or interconnection failures; route hijacks; root-server outages; submarine-cable cuts; outages of TLD or recursive resolvers; and any disruption of public internet infrastructure on which the Services rely
• Failures of electrical power, telecommunications, satellite, datacenter, cooling, fuel supply, or other utility infrastructure, including grid failures and rolling blackouts
• Supply-chain disruptions, shortages of equipment or components, hardware failures at third-party datacenters, and failures of third-party software, libraries, APIs, SDKs, or open-source dependencies, including breaking changes, deprecations, end-of-life events, vulnerability disclosures, and forced migrations
• Strikes, lockouts, labor disputes, work stoppages, or industrial action, whether involving Zenovay's own personnel or those of any upstream provider, carrier, or contractor
• Changes in, enactments of, or interpretations of any law, regulation, treaty, court order, administrative ruling, or supervisory guidance that renders performance unlawful, materially burdensome, or commercially impracticable
• Any other event or circumstance outside Zenovay's reasonable control, of whatever nature, whether or not similar to the foregoing

During any force majeure event, Zenovay's performance obligations are suspended for the duration of the event and for a reasonable period afterwards to restore service. Zenovay shall not be liable in contract, tort (including negligence), strict liability, statute, or otherwise for any damages, costs, losses, or expenses of any kind arising from or relating to the force majeure event, and Customer shall not be entitled to any refund, credit, damages, set-off, or other compensation for the affected period. Customer's sole and exclusive remedy in the event of a force majeure event is the right to terminate as set out below.

If, and only if, a force majeure event causes a continuous, unbroken interruption of Customer's ability to access the core Services lasting more than thirty (30) consecutive calendar days (an "Extended Outage"), Customer may terminate the affected subscription on written notice to Zenovay. In that case, Zenovay will refund any prepaid subscription fees attributable to the unused portion of the then-current billing period that follows the date of termination, and that pro-rata refund is Customer's sole and exclusive remedy for the Extended Outage. Periods of scheduled maintenance, periods during which only non-core features are affected, periods during which the Services remain available in read-only or degraded mode, and any interruption shorter than 30 consecutive days do not constitute an Extended Outage.

Scheduled maintenance windows, emergency maintenance required to preserve security or stability, and unscheduled maintenance triggered by upstream provider events are excluded in their entirety from any availability, uptime, or service-level calculation, whether or not a service-level commitment otherwise applies.

Zenovay will use commercially reasonable good-faith efforts to notify Customer of any material force majeure event affecting the Services (for example, through the Zenovay status page, in-product notice, or email), to keep Customer reasonably informed of restoration progress, and to mitigate the impact on Customer. This notice and mitigation obligation does not create any availability, uptime, response-time, or service-level commitment, does not constitute a representation or warranty, and is not enforceable as such.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENOVAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, LOSS OF REPUTATION, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, COST OF RECREATING DATA, COST OF RESTORING INTEGRATIONS, LOST BUSINESS OPPORTUNITIES, REGULATORY FINES OR PENALTIES BORNE BY CUSTOMER, OR ANY LOSS OF BUSINESS VALUE, IN EACH CASE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER THEORY, AND WHETHER OR NOT ZENOVAY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION APPLIES EVEN IF ANY REMEDY SET OUT IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.

OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS, IN AGGREGATE AND ACROSS ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, SHALL NOT EXCEED THE TOTAL AMOUNT YOU PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. Where you have paid us nothing in that period, including on a free, trial, beta or evaluation account, that amount is zero and our liability is limited accordingly, subject only to the carve-outs below. This limitation does not apply to liability arising from intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit), which cannot be excluded under Article 100 of the Swiss Code of Obligations, nor to liability for personal injury or death where such exclusion is prohibited by mandatory law, nor to liability for fraud or fraudulent misrepresentation.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

Mandatory Liability Carve-Out

Notwithstanding any other provision of these Terms, nothing in this Limitation of Liability section, the related disclaimers, or any other provision limits, excludes, or restricts Zenovay's liability where, and only to the extent that, such limitation, exclusion, or restriction is prohibited by mandatory applicable law. This includes: (a) liability arising from intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) which cannot be excluded under Article 100(1) of the Swiss Code of Obligations; (b) liability for personal injury or death caused by Zenovay's negligence where such exclusion is prohibited by mandatory consumer-protection law; (c) liability under the EU Unfair Contract Terms Directive 93/13/EEC, the UK Consumer Rights Act 2015, the Swiss Konsumentenschutzgesetzgebung, or any equivalent mandatory consumer-protection statute, but only with respect to consumers as defined in the Consumer Carve-Out section above; and (d) liability arising from fraud or fraudulent misrepresentation. This carve-out operates as a surgical, ex post reformation: the rest of the Limitation of Liability section remains valid and enforceable to the maximum extent permitted, and only the strictly necessary portion is set aside in the strictly necessary case. No B2B counterparty may invoke a mandatory consumer-protection carve-out, and no consumer carve-out may be read into B2B contractual relationships by analogy or by negative implication.

Indemnification

You agree to indemnify, defend, and hold harmless Zenovay, its affiliates, contractors, sub-processors, successors, officers, directors, employees, agents, and representatives (collectively, the "Zenovay Indemnitees") from and against any and all claims, demands, suits, actions, proceedings, investigations, losses, damages, costs, expenses, liabilities, fines, penalties, judgments, settlements, and reasonable attorneys' fees (including in-house counsel time at standard rates) and arbitration costs, in each case arising out of, related to, or in connection with any of the following (each, an "Indemnified Claim"):

• Your use of, access to, or operation of the Services, including any data ingestion or configuration choice
• Your breach or alleged breach of these Terms, the Acceptable Use Policy, the Data Processing Agreement, the Cookie Policy, the Privacy Policy, or any other document forming part of the agreement
• Your violation of any applicable law, regulation, treaty, court order, supervisory ruling, or administrative directive, in any jurisdiction
• Your violation of any third-party right, including any intellectual property right, privacy right, publicity right, contractual right, or moral right
• Customer Data, Customer Content, and any data, text, code, image, configuration, or material that you upload, transmit, embed, or otherwise make available through the Services
• Claims by your visitors, end users, customers, employees, agents, contractors, partners, or other data subjects against Zenovay (including under Art. 82 GDPR, CCPA, or any other data-protection statute) where Zenovay's role is that of processor or its conduct is otherwise attributable to your controller-side configuration or instructions
• Your failure to obtain, document, or honor any consent, opt-out signal, or legal basis required of you as controller (including under the ePrivacy Directive, GDPR, UK GDPR, FADP, CCPA, or any other applicable law)
• Your transmission, processing, or storage of any special category of personal data (sensitive data, children's data, health data, biometric data, financial data) without an appropriate legal basis or required safeguards
• Your use of any first-party-proxy, custom-hostname, or white-label configuration of the Services, including any deceptive-presentation, ad-blocker-circumvention, or consumer-protection claim arising therefrom
• Your unauthorized security testing, vulnerability scanning, scraping, ML/AI-model training on Zenovay outputs, competitive-use activity, or other conduct prohibited by the Acceptable Use Policy or these Terms
• Your registration or maintenance of an account in violation of the Account Email Integrity section, including any data-protection or anti-discrimination claim arising from Zenovay's exercise of its detection, suspension, or termination rights
• Any tax, levy, withholding, or assessment of any kind (other than taxes on Zenovay's net income) that is asserted against Zenovay in connection with your purchase, use, or payment for the Services
• Any claim by an employee, contractor, agent, or representative of yours arising from your engagement of that person, whether or not the Services are implicated

Indemnification Procedure

Zenovay's right to indemnification under this section is conditioned on the following procedural protections: (a) Zenovay will provide Customer with prompt written notice of any Indemnified Claim, it being agreed that any delay in providing notice that does not materially prejudice Customer's defense is not a defense to indemnification; (b) Customer shall, at its sole cost, assume sole control of the defense and settlement of the Indemnified Claim using counsel of its choice that is reasonably acceptable to Zenovay; (c) Customer shall not settle or compromise any Indemnified Claim, and shall not admit any liability or make any payment, in each case without Zenovay's prior written consent, unless the settlement (i) involves no admission of fault or liability by any Zenovay Indemnitee, (ii) involves only the payment of money fully indemnified by Customer, and (iii) includes an unconditional release of the Zenovay Indemnitees; (d) Zenovay may, at its sole discretion and at its own cost, participate in the defense with separate counsel; (e) Customer shall cooperate in good faith with Zenovay's defense, provide reasonable access to information and personnel, and pay all reasonable defense-related costs as they are incurred (with Zenovay reserving the right to seek interim payment of attorneys' fees and costs); (f) the indemnification obligations survive expiration or termination of these Terms indefinitely or for the maximum period permitted by applicable law; and (g) Customer waives any defense, set-off, counterclaim, or right of contribution that would reduce its indemnification obligation other than those expressly available under these Terms.

Indemnification Not Subject to Liability Cap

The limitations and exclusions of liability in these Terms (including the aggregate liability cap, the exclusion of indirect, consequential, special, punitive, and similar damages, and any related provisions) do not apply to: (a) Customer's indemnification obligations to Zenovay under these Terms or any related document; (b) Customer's payment obligations for fees accrued through the date of termination, late-payment interest, and collection costs; (c) Customer's breach of intellectual property rights, confidentiality, the Acceptable Use Policy, or the prohibitions on competitive use, scraping, ML-training, security testing, or temporary-email registration; and (d) any liability arising from intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit) that cannot be excluded under Article 100 of the Swiss Code of Obligations. For the avoidance of doubt, a payment under Customer's indemnification obligations does not reduce, exhaust, or count against the aggregate liability cap that limits Zenovay's liability to Customer.

Term and Termination

These Terms remain in effect until terminated by either party. Zenovay may terminate or suspend your access to the Services, in whole or in part, immediately or on such notice as we determine in our reasonable discretion, where we reasonably believe or suspect any of the following:

• You have violated, or are about to violate, these Terms, our Acceptable Use Policy, the Data Processing Agreement, the Privacy Policy, the Cookie Policy, or any other document or policy forming part of the agreement
• Your account is associated with late payment, billing failure, chargeback, chargeback abuse, refund abuse, or any other payment-instrument dispute
• Continued provision of the Services creates an actual or potential security risk, regulatory risk, sanctions exposure, reputational risk, or risk of abuse to Zenovay or any third party
• Your activity exhibits abuse signals, abnormal usage patterns, automated abuse, scraping, account-sharing, multi-accounting, or coordinated abuse with other accounts
• Your account is or appears to be operated using a temporary, disposable, or unverified email address; or your identity, age, payment instrument, or other registration information cannot be reasonably verified
• Your account has been used for unauthorized security testing, vulnerability exploitation, denial-of-service activity, or any other activity prohibited by our security-testing provisions
• We are required, requested, or instructed by a competent court, regulator, supervisory authority, law-enforcement body, or sanctions authority to suspend or terminate your access
• You are, or appear to be, located in, ordinarily resident in, or controlled by a person on, any sanctions list (OFAC, EU, UK HMT, SECO, UN) or in a comprehensive sanctions jurisdiction
• Your account becomes inactive for an extended period (an account outside a paid plan that nobody has signed in to or used for more than 4 months is deleted 21 days after a warning email to its address, with a final reminder 3 days before, unless someone signs in before then; see our Privacy Policy), or your usage falls below thresholds we may set from time to time
• For paid plans, in addition to the above, for any reason or for no reason at all, subject to the convenience-termination remedies set out below; for free plans, for any reason or for no reason at all, with no remedy of any kind

Immediate Termination Without Refund

We reserve the right to immediately terminate your account without prior notice and without refund of any prepaid fees in the following circumstances:

• Violation of our Acceptable Use Policy, including transmission of sensitive data
• Use of our Services for illegal activities or content
• Abuse of our platform, including denial-of-service attacks or intentional rate limit circumvention
• Use of our Services in a manner that poses a security threat to our infrastructure or other customers
• Repeated violations after prior warnings
• Any activity that exposes Zenovay to legal liability or regulatory action

In such cases, you forfeit any prepaid subscription fees and waive any right to refund. This provision is essential to protect the integrity of our platform and other customers.

Operator Suspension Rights

Independently of, and in addition to, our termination rights, Zenovay may suspend, throttle, restrict, downgrade, or partially deny access to the Services, in whole or in part, immediately or on such notice as we determine in our reasonable discretion, where we reasonably believe or suspect any ground listed in the Termination section above, any payment-failure trigger above, any AUP violation, any security-testing violation, or any other condition that we determine, acting reasonably and in good faith, warrants protective action.

Effects of Suspension

• Fees continue to accrue at the contracted rate throughout the suspension period; no credit, refund, pro-rata reduction, service-level credit, or compensation is owed for any period of suspension; the suspension period counts against your subscription term and is not added back at the end
• Data ingestion may be paused, queued, or discarded at Zenovay's reasonable discretion; Zenovay is under no obligation to preserve, replay, or backfill data that would otherwise have been processed during the suspension
• Dashboard access, API access, MCP access, CLI access, integrations, scheduled exports, and webhook delivery may be paused or restricted in any combination
• Zenovay may continue to enforce all prohibitions in the Acceptable Use Policy during the suspension period, including investigating, retaining forensic data, and cooperating with law enforcement
• Customer remains liable for all unpaid amounts, default interest, collection costs, and any damages caused by the conduct triggering the suspension, and Zenovay retains all rights to pursue civil and criminal remedies notwithstanding the suspension

Reinstatement

Reinstatement of a suspended account is at Zenovay's sole and reasonable discretion and may be conditioned on any combination of the following: Customer paying all outstanding amounts including default interest and collection costs; Customer providing additional identity, payment-instrument, or business verification; Customer agreeing in writing to remediate the conduct that triggered the suspension; Customer paying a reasonable reinstatement fee corresponding to Zenovay's investigation and administrative cost; and Customer accepting an updated version of the Terms or the Acceptable Use Policy then in effect. Zenovay is under no obligation to reinstate any account, and refusal to reinstate is not a breach of these Terms.

Operator Termination for Convenience

In addition to our termination-for-cause rights above, Zenovay may, at our sole discretion and for any reason or for no reason at all, terminate any paid subscription on at least thirty (30) days' prior written notice by email to the email address associated with your account. Where we exercise this convenience-termination right (and provided you are not otherwise in breach of these Terms, our Acceptable Use Policy, or any other agreement with us at the time of termination), your sole and exclusive remedy is a pro-rata refund of any prepaid subscription fees attributable to the unused portion of your then-current billing period, calculated on a daily basis from the effective date of termination. You expressly waive any and all other claims, damages, losses, costs, expenses, lost profits, lost data, business interruption, or other remedies of any kind, whether arising in contract, tort, statute, equity, or otherwise, in connection with our exercise of this convenience-termination right. The thirty-day notice period may be reduced or eliminated entirely if termination is for cause under any of the grounds set out elsewhere in these Terms, our Acceptable Use Policy, or our Privacy Policy.

Free plans, trial accounts, beta accounts, evaluation accounts, and any other accounts for which no fee is being paid to us at the time of termination may be suspended or terminated by us at any time, for any reason or for no reason at all, with or without notice, and without any remedy, refund, credit, compensation, restitution, or other liability of any kind to you. You acknowledge that the free plan is provided on an as is and as available basis without any commitment of any kind, and that we are not required to offer, continue, or maintain any free, trial, beta, or evaluation tier of the Services.

If you qualify as a consumer under EU, EEA, or Swiss law and the convenience-termination right is exercised in respect of a subscription contract to which mandatory consumer-protection rules apply, the thirty-day notice period above will be extended to the minimum notice period required by the mandatory law of your country of residence. Nothing in this section limits or excludes any mandatory consumer-protection rights you may have, as further set out in the Consumer Carve-Out above.

Effects of Termination

Upon termination:

• Your right to access and use the Services immediately ceases
• You remain responsible for any fees incurred before termination
• We may delete Customer Data in accordance with our data retention policy
• Sections of these Terms that by their nature should survive will continue to apply

Customer's Sole and Exclusive Remedy

Notwithstanding any other provision of these Terms, and without limiting any other limitation, disclaimer, or cap of liability set out in these Terms:

• For paid plans terminated by Zenovay for convenience under the convenience-termination clause above, your sole and exclusive remedy is the pro-rata refund of any prepaid subscription fees attributable to the unused portion of your then-current billing period, calculated on a daily basis from the effective date of termination. No other remedy of any kind is available to you
• For paid plans terminated by Zenovay for cause under the immediate-termination-without-refund clause, our enforcement clause, our suspension clause, our billing-failure clause, or any other ground that is materially attributable to your conduct, no remedy of any kind is available to you, you have no right to any refund, credit, restitution, or compensation, and you expressly waive any and all claims to the contrary
• For free plans, trial accounts, beta accounts, evaluation accounts, and any other accounts for which no fee is being paid to Zenovay at the time of termination, no remedy of any kind is available to you, you have no right to any refund, credit, restitution, or compensation, and you expressly waive any and all claims to the contrary
• For any suspension, throttling, restriction, downgrade, feature degradation, or partial denial of access (whether by Zenovay for cause or for convenience), no remedy of any kind is available to you, you have no right to any service-level credit, pro-rata reduction, refund, compensation, or other adjustment, and you expressly waive any and all claims to the contrary
• For any deletion of Customer Data, any failure to preserve or restore Customer Data, any post-termination data-handling decision, or any other exercise of Zenovay's data-retention authority following termination or suspension, no remedy of any kind is available to you, you have no right to any compensation for lost data, lost insights, lost analytics, lost integrations, or any other intangible loss, and you expressly waive any and all claims to the contrary

Without limiting any other limitation in these Terms, you expressly acknowledge and agree that Zenovay shall not be liable to you, your affiliates, your team members, your end users, your customers, or any third party for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages of any kind, including without limitation lost profits, lost revenue, lost data, lost analytics, lost insights, lost business opportunities, lost goodwill, business interruption, reputational harm, cost of substitute services, cost of recreating data, cost of restoring integrations, or any other loss, in each case arising out of or relating to any termination, suspension, restriction, downgrade, account closure, data deletion, or any other exercise of Zenovay's enforcement, suspension, or termination rights under these Terms, our Acceptable Use Policy, our Privacy Policy, or our Data Processing Agreement. This limitation applies regardless of the legal theory on which the claim is based (contract, tort, statute, equity, or otherwise), regardless of whether Zenovay has been advised of the possibility of such damages, and regardless of whether the limitation is found to fail of its essential purpose.

Nothing in this section limits or reduces the cap on Zenovay's aggregate liability set out in the Limitation of Liability section above. To the extent of any conflict between this section and the general Limitation of Liability section, the lower of the two limits applies. The aggregate cap on Zenovay's total liability remains the amount you paid us in the twelve months preceding the claim, and this exclusive-remedy section is a contractual allocation within that cap, not a separate or additional cap.

Single Aggregate Cap Across All Documents

The limitation of liability set out in the Limitation of Liability section above is the single aggregate cap on Zenovay's liability to Customer across all of the documents that form the agreement, including these Terms, the Data Processing Agreement, the Acceptable Use Policy, any signed order form, and any related document or addendum. Customer may not seek to recover under any one of these documents an amount that, when aggregated with amounts already recovered or sought under any other of these documents, would exceed the aggregate cap. For the avoidance of doubt, Standard Contractual Clauses incorporated into the DPA, where any data subject right to compensation under Article 82 GDPR is preserved, do not lift the aggregate cap as between Zenovay and Customer; data subject rights run directly against the controller or processor as applicable under Article 82(1) and are not enlarged by the contractual cap structure.

EU Consumer Rights

If you are a consumer located in the European Economic Area or the United Kingdom (as defined in the Definition of Consumer section above), the following provisions apply in addition to, and where they conflict take priority over, the other terms in this agreement. Swiss consumers should read the note on Swiss law in the Right of Withdrawal section below, because Swiss law on this point is not the same as EU law:

Definition of Consumer

For the purposes of these Terms, a "consumer" means a natural person acting wholly or mainly for purposes that are outside that person's trade, business, craft or profession, as that concept is used in EU Directive 93/13/EEC (Unfair Contract Terms), EU Directive 2011/83/EU (Consumer Rights) and, in Switzerland, in Article 32 of the Swiss Civil Procedure Code and Articles 40a ff. of the Swiss Code of Obligations. Registering with a business email address, on behalf of an organisation, with a company name or a VAT or tax identifier, or for purposes connected to a trade, business, craft or profession is treated as an indication that you are not acting as a consumer, and Zenovay may rely on it; it does not by itself determine the question, which is decided on the substance of the purpose for which you contracted. Provisions of these Terms designated as "Consumer Carve-Out", "EU Consumer Rights", "Right of Withdrawal" or otherwise expressly applicable to consumers apply solely to natural persons who meet this definition, and do not, by analogy or by negative implication, apply to any business counterparty, organisation, sole proprietorship or other non-consumer Customer.

Mandatory Consumer Protection

Nothing in these Terms shall limit or exclude any mandatory consumer protection rights that you may have under the laws of the country in which you reside. Where the laws of your country of residence provide a higher level of consumer protection than what is offered in these Terms, such higher standard shall prevail.

Right of Withdrawal

If you qualify as a consumer in the European Economic Area or the United Kingdom (as defined in the Definition of Consumer section above), you have a 14-day right of withdrawal from the conclusion of a digital-service contract under Article 9 of EU Directive 2011/83/EU on Consumer Rights, as transposed into national law, and under the equivalent United Kingdom rules. The 14-day period begins on the day after the contract is concluded. A note on Switzerland, because the point is often assumed wrongly: Swiss law contains no general statutory right of withdrawal for contracts concluded over the internet. Articles 40a ff. of the Swiss Code of Obligations grant a 14-day right only for the specific situations listed there, such as doorstep sales and unsolicited telephone solicitation, and only above CHF 100; an online subscription taken out on zenovay.com is not covered. Zenovay nevertheless extends the cancellation and refund treatment described in this section to Swiss consumers as a contractual commitment, which is ours to give and not a statutory right you hold. For consumers to whom the statutory EEA or UK right does apply, it is structured as follows, in accordance with Article 16(m) and Article 14(4)(b) of Directive 2011/83/EU and the interpretation set out by the Court of Justice of the European Union in Case C-641/19 (PE Digital):

• At checkout (Step 1), you provide express prior consent for Zenovay to begin performing the digital service before the end of the 14-day withdrawal period. This consent is collected at checkout by a separate checkbox that is not pre-ticked, and the confirmation is recorded together with the time it was given. Without this Step-1 consent, performance does not begin and your monthly or annual subscription does not activate until the 14-day period has elapsed
• At checkout (Step 2), you separately acknowledge that, by giving the Step-1 consent and once performance has begun with that consent, you will lose your right of withdrawal in respect of the portion of the digital service that has been supplied to you. This acknowledgment is collected at checkout as a second, separate checkbox that is not pre-ticked, and is likewise recorded. Without this Step-2 acknowledgment, you retain the full 14-day right of withdrawal even after performance begins
• If you provide Step-1 consent but not Step-2 acknowledgment, and then exercise your right of withdrawal within the 14-day period, Zenovay is entitled to a proportionate amount of the agreed total price for the portion of the digital service that has been supplied to you up to the date you communicate the withdrawal, calculated in accordance with the daily-pro-rata methodology endorsed by the CJEU in Case C-641/19 (PE Digital)
• If you provide both Step-1 consent and Step-2 acknowledgment and then attempt to exercise the right of withdrawal after performance has begun, the withdrawal right has been validly waived as to the supplied portion, and you have no right to a refund for that supplied portion; you may, however, terminate the subscription on a forward-going basis subject to the standard cancellation provisions
• Both confirmations are implemented in the checkout flow and are recorded against your order. Where a trader does not obtain them, Article 10(1) of Directive 2011/83/EU extends the withdrawal period by twelve (12) months from the original end of the 14-day period; that statutory consequence applies of its own force and is set out here for completeness, not as an assumption of risk by Zenovay
• The right of withdrawal does not apply to the supply of digital content that is not supplied on a tangible medium where performance has begun with your prior express consent and acknowledgment of loss of withdrawal right as set out above, and does not apply to non-consumers, including any sole proprietorship, organization, or other Customer that does not meet the Definition of Consumer above

To exercise your right of withdrawal, you may use the Model Withdrawal Form set out below (which is taken from Annex I(B) of Directive 2011/83/EU) or any other unambiguous statement. Send your withdrawal notice by email to [email protected], with a copy to [email protected], within 14 days of the conclusion of the contract (or within the extended period described above if applicable). The withdrawal takes effect when the notice is sent.

Model Withdrawal Form (Annex I(B), Directive 2011/83/EU)

To: Zenovay, c/o [email protected] (with copy to [email protected]). I/We (*) hereby give notice that I/We (*) withdraw from my/our (*) contract of sale of the following goods (*)/for the supply of the following service (*): the Zenovay subscription identified by my account email address and order reference set out below. Ordered on (*)/received on (*): [date]. Name of consumer(s): [your full legal name]. Address of consumer(s): [your postal address]. Signature of consumer(s) (only if this form is notified on paper): [signature]. Date: [date]. (*) Delete as appropriate.

EU Online Dispute Resolution

The European Commission's Online Dispute Resolution (ODR) platform was discontinued on 20 July 2025 pursuant to Regulation (EU) 2024/3228. EU consumers may bring claims before the consumer-protection authorities of their country of residence, or contact us directly at [email protected].

Dispute Resolution

Consumer Carve-Out

If you qualify as a consumer under the laws of your country of residence (in particular under EU Directive 93/13/EEC, Regulation (EU) No 1215/2012, or Swiss consumer-protection law), the dispute-resolution provisions below apply to you only to the extent permitted by mandatory consumer-protection law. You may always bring claims in the courts of your country of residence, and mandatory consumer rights of your country of residence prevail over anything in these Terms.

Governing Law

These Terms are governed by Swiss substantive law, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) and any conflict-of-laws rules that would result in the application of another jurisdiction's law.

Forum and Arbitration

Subject to the Consumer Carve-Out above and to applicable mandatory law, any dispute arising out of or relating to these Terms or the Services shall be subject to the exclusive jurisdiction of the ordinary courts of the Canton of Basel-Stadt, Switzerland, at the operator's registered place of business. Where both parties agree in writing after a dispute has arisen, the dispute may instead be referred to the Swiss Arbitration Centre under the Swiss Rules of International Arbitration, with the seat of arbitration in Basel, the language being English, and the dispute decided by a sole arbitrator.

Exceptions to arbitration:

• You may bring claims in small claims court if they qualify
• Either party may seek injunctive or equitable relief in court
• EU and Swiss consumers may bring claims in the courts of their country of residence, in accordance with applicable mandatory consumer protection laws (Regulation (EU) No 1215/2012)

Changes to These Terms

We may update these Terms from time to time. When we make material changes, we will:

• Update the "Last update" date at the top of this page
• Notify you via email or through a prominent notice in our Services
• Provide at least 30 days' notice for changes that materially reduce your rights

Your continued use of the Services after changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services and cancel your subscription.

General Provisions

Order of Precedence

In the event of any conflict or inconsistency between the documents that together form the agreement between you and Zenovay, the following order of precedence applies, with each item taking precedence over the items listed after it: (1) any signed order form, master services agreement, or written amendment specifically referencing these Terms; (2) the Data Processing Agreement (DPA); (3) these Terms of Service; (4) the Acceptable Use Policy (AUP); (5) the Cookie Policy; (6) the Privacy Policy; and (7) any other Zenovay policy or document. This order of precedence survives termination of any of the foregoing documents.

Entire Agreement

These Terms, together with our Privacy Policy, Data Processing Agreement, Acceptable Use Policy, Cookie Policy, and any signed order form, constitute the entire agreement between you and Zenovay regarding the subject matter hereof, and supersede and replace any prior or contemporaneous agreement, representation, communication, understanding, warranty, or commitment of any kind, whether written, oral, or electronic. No amendment, modification, or supplement to these Terms shall be binding on Zenovay unless made in accordance with the Modification of Terms section. No oral statement, sales communication, marketing material, AI-generated response, conference presentation, or other extrinsic statement modifies these Terms. Customer's purchase order, vendor questionnaire, security addendum, or other procurement document is not binding on Zenovay and is hereby rejected unless and until expressly accepted in writing by an authorised representative of Zenovay specifically referencing it.

Severability and Reformation

If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, unenforceable, void, or against public policy, in whole or in part, then: (a) that provision shall be reformed and reduced in scope, application, duration, geographic reach, or otherwise to the minimum extent necessary to render it valid and enforceable while preserving the original commercial intent to the maximum extent legally possible; (b) if the provision cannot be so reformed, it shall be severed from these Terms; and (c) in either case, the remaining provisions of these Terms shall continue in full force and effect. The invalidity, illegality, or unenforceability of any provision in one jurisdiction shall not affect the validity, legality, or enforceability of that provision in any other jurisdiction.

Waiver

Our failure to enforce, or any delay in enforcing, any right or provision of these Terms does not constitute a waiver of that right or provision or of any other right or provision, and any single or partial exercise of any right does not preclude any further exercise of that right or any other right. No waiver of any provision of these Terms shall be effective unless made in writing and signed by an authorised representative of Zenovay specifically referencing the provision waived. No course of dealing, course of performance, or usage of trade between the parties shall be deemed to modify, supplement, or waive any provision of these Terms.

Assignment and Successor

Customer may not assign, delegate, sublicense, or otherwise transfer these Terms, any rights or obligations under these Terms, or its account, in whole or in part, whether by operation of law, change of control, merger, consolidation, sale of substantially all assets, or otherwise, without Zenovay's prior written consent (which Zenovay may grant or withhold in its sole discretion). Any purported assignment or transfer by Customer in violation of this section is void ab initio. For the avoidance of doubt, any change of control of Customer (including any transaction or series of transactions resulting in a transfer of more than fifty percent (50%) of the voting equity or the power to direct the management or policies of Customer) shall constitute an assignment requiring Zenovay's prior written consent. Zenovay may, at any time and without Customer's consent, assign, transfer, novate, delegate, or otherwise dispose of these Terms or any of its rights or obligations hereunder, in whole or in part, to (a) any Affiliate of Zenovay, (b) any successor entity by way of merger, consolidation, reorganization, restructuring, conversion of legal form (including the conversion of Zenovay's Einzelunternehmen to a GmbH, AG, or other Swiss or non-Swiss legal entity), or sale of all or substantially all of its assets or business, or (c) any acquirer or financing counterparty in any restructuring transaction, in each case without prior notice to Customer. These Terms shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. Customer expressly agrees that the operator's legal-form conversion, including from a Swiss Einzelunternehmen to a GmbH or AG, shall not affect the validity, enforceability, or continuity of the Agreement, and the successor entity shall automatically assume all of Zenovay's rights and obligations under the Agreement. For consumer customers, assignment to a non-Affiliate third party shall be notified with a thirty (30) day right of termination without penalty.

Survival

The following provisions survive any expiration or termination of these Terms, in whole or in part, and remain in full force and effect indefinitely or for the maximum period permitted by applicable law: definitions; intellectual property and license provisions; confidentiality; limitation of liability and disclaimers of warranty; indemnification (including procedural provisions and survival of pending claims); force majeure; payment and refund provisions for amounts owed at the date of termination; suspension and termination consequences; data retention, deletion, and export provisions; the Acceptable Use Policy in respect of any conduct occurring prior to termination; assignment and successor provisions; governing law; dispute resolution, arbitration, and consumer carve-out; sanctions and export controls; the Order of Precedence above; and any other provision that by its nature is intended to survive.

Notices

Any notice or other communication required or permitted to be given to Zenovay under these Terms shall be effective only if sent by email to [email protected], and shall be deemed received only upon actual receipt by Zenovay (and not upon delivery to or read by any automated system). Any notice from Zenovay to Customer shall be deemed validly given when sent to the email address most recently associated with Customer's account, regardless of whether Customer actually opens, reads, or has access to that email, and Customer is responsible for ensuring that the email address on file remains current, monitored, and capable of receiving notices from Zenovay. Zenovay may also give notice by posting in the Zenovay dashboard, on the Zenovay website, or through any reasonable in-product means, and such notice shall be deemed validly given on the date of posting. Zenovay shall not be required to give notice by registered mail, courier, fax, or in any physical form.

No Third-Party Beneficiaries

These Terms are for the sole and exclusive benefit of you (the Customer) and Zenovay (and its successors and permitted assigns), and nothing in these Terms is intended to or shall confer any right, benefit, or remedy of any nature whatsoever on any other person, including without limitation Customer's employees, agents, contractors, suppliers, end users, visitors, customers, or any other third party. No third party shall have any right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act 1999 (or any analogous statute of any other jurisdiction). For the avoidance of doubt, the visitors and end users of websites and applications using the Services have no contractual relationship with Zenovay arising from these Terms and shall direct any claims relating to data protection or other matters solely to the Customer that operates the website or application in question.

Class Action Waiver

To the maximum extent permitted by applicable law, all claims, controversies, disputes, or actions between Customer and Zenovay shall be brought, resolved, and adjudicated solely on an individual basis. Customer agrees that it will not bring, join, or participate in any class action, collective action, consolidated action, mass action, private attorney general action, or representative proceeding of any kind against Zenovay, whether judicial, administrative, or arbitral, and irrevocably waives any right to do so. The class-arbitrator, the class-action procedural rules, and any consolidation, joinder, or coordination of claims by an arbitral tribunal are likewise waived. If the foregoing class action waiver is held unenforceable in any particular proceeding, the entire arbitration clause shall be deemed void as to that proceeding, and the dispute shall instead be heard by the courts identified in the Dispute Resolution section. This Class Action Waiver does not apply to: (a) a natural person acting as a consumer in any jurisdiction whose mandatory consumer-protection law preserves an inalienable right to participate in collective consumer proceedings; (b) actions brought by Qualified Entities under Directive (EU) 2020/1828 on Representative Actions for the Protection of the Collective Interests of Consumers; or (c) any other collective redress mechanism preserved by mandatory law of the consumer's country of residence. For such consumers and proceedings, the carve-out in the Consumer Carve-Out section above applies and this waiver has no effect.

Modification of Terms and Customer Remedies

Zenovay may modify these Terms, the Services, features, pricing, plan limits, free-tier limits, retention periods, sub-processors, and any related policy at any time. For non-material changes, the modified Terms become effective on the date posted to the Zenovay website or otherwise made available to Customer. For material adverse changes to the rights of paying Customers, Zenovay will provide at least thirty (30) days' notice by email or through an in-product notice. A "material adverse change" means a change that, taken as a whole and giving Zenovay the benefit of any reasonable doubt, materially reduces the functionality of the Services for which Customer has paid, materially increases the fees payable by Customer, or materially expands Customer's substantive obligations. The fact that a change shifts risk allocation, narrows a representation, expands a limitation of liability, or adds new prohibited uses does not, by itself, make the change materially adverse. If Customer disagrees with a material adverse change, Customer's sole and exclusive remedy is to terminate the affected paid subscription on written notice before the effective date of the change and to receive a pro-rata refund of any prepaid fees attributable to the unused portion of the then-current billing period that follows the date of termination. Continued use of the Services after the effective date of any modification constitutes Customer's binding acceptance of the modified Terms.

Time Not of the Essence

Except where these Terms expressly state that a specific deadline is of the essence (in which case the deadline is binding), time is not of the essence in any of Zenovay's performance obligations, including without limitation the delivery of features, the release of roadmap items, the timing of bug fixes, the response time on support tickets, the scheduling of maintenance, and the rollout of plan changes. Statements made on the Zenovay website, in marketing materials, in product roadmaps, in blog posts, on social media, in sales communications, or in podcasts or interviews about future features, future capabilities, future timelines, or future plans are forward-looking statements only and do not constitute commitments enforceable as such. Zenovay's failure to meet any non-essence deadline shall not constitute a material breach, shall not entitle Customer to terminate for cause, and shall not give rise to any claim for damages.

Customer's Duty to Mitigate

Customer shall use commercially reasonable efforts to mitigate any damages, losses, or costs it incurs that are or could be the subject of a claim against Zenovay, whether arising from breach of these Terms, force majeure, suspension, termination, downtime, data loss, or otherwise. Without limiting the foregoing, Customer's reasonable mitigation efforts include exporting data on a regular schedule, maintaining its own backups, using the Services' data-export and data-portability features, configuring redundancy at the Customer's own infrastructure level, and promptly notifying Zenovay of any issue that could be mitigated by reasonable cooperation. To the extent Customer fails to mitigate damages it could reasonably have mitigated, Zenovay shall not be liable for the unmitigated portion.

No Reliance on Extrinsic Statements

Customer acknowledges and agrees that, in entering into these Terms and in using the Services, Customer has not relied on any representation, warranty, guarantee, projection, estimate, forecast, sales statement, marketing claim, comparison statement, demonstration, podcast, blog post, social-media post, conference presentation, AI-generated response, or other statement (whether written, oral, or electronic) made by Zenovay or any person purporting to act on Zenovay's behalf, except for the express representations and warranties set out in the documents enumerated in the Order of Precedence section. Any and all such other statements, including any pre-contractual statements, are expressly disclaimed and do not form part of these Terms. Customer waives any right or claim against Zenovay (including any claim under Swiss Art. 6 OR or analogous statutes in other jurisdictions concerning pre-contractual reliance) arising from any such other statement, except in the case of fraud or fraudulent misrepresentation by Zenovay.

Headings and Interpretation

Section headings and titles in these Terms are inserted solely for convenience of reference and shall not affect the construction, meaning, or interpretation of any provision. References to a section include any subsection or schedule of that section unless the context requires otherwise. The singular includes the plural and vice versa; references to one gender include all genders. The words "including", "include", and "includes" mean "including without limitation" and do not limit any general words preceding or following them.

Language

These Terms have been prepared in English, and Zenovay may make translations available in other languages (including German, French, Spanish, Brazilian Portuguese, and Japanese) for Customer convenience. In the event of any inconsistency, conflict, or ambiguity between the English version and any translated version, the English version shall prevail, and the English version shall be the sole authentic version for all interpretive and enforcement purposes. The foregoing does not apply where the mandatory consumer-protection law of a consumer's country of residence requires that contracts with consumers be interpreted in the consumer's national language, in which case the translation in that language shall prevail to the extent required by that mandatory law (but not further).

Contact Information

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