These Terms of Service (these "Terms") form a legally binding agreement between the party accepting these Terms ("you") and Zaqa, Inc. ("Zaqa," "we," "our," or "us"). They govern your access to and use of Zaqa's Order to OFDA XML conversion integrated AI, continuing the Beta User Agreement's description, including unlimited proposition generation, agent assist tools and model updates (collectively, the "Services").
PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, EXECUTING THESE TERMS, OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THEM. If you do not agree, you may not access or use the Services. Except as provided in Section 12 (Arbitration), disputes between you and Zaqa will be resolved only on an individual basis and not as a class action or jury trial.
1. The Services
1.1 Right to Use
Subject to your compliance with these Terms, Zaqa grants you a limited, non-exclusive, non-transferable, revocable right to use the Services solely for your internal business purposes. You may not resell, sublicense, or use the Services to provide services to any third party.
1.2 Third-Party Services
Some features rely on or interoperate with third-party products or services ("Third-Party Services"). You are solely responsible for compliance with any terms governing such Third-Party Services. Zaqa is not a party to, and disclaims all liability for, any Third-Party Services or their providers. Zaqa may limit or cease interoperability without refund or liability.
1.3 Modifications
- (a) Registration. You must register for an account and provide accurate, current information.
- (b) Information. You agree to keep your information complete and up to date.
- (c) Security. You are solely responsible for safeguarding your credentials and payment information. Notify us immediately of unauthorized use.
- (d) Communications. You consent to receive notices and disclosures electronically at the email address on record.
Zaqa may perform maintenance or modify, limit, or discontinue any feature of the Services at its discretion without liability, with prior notice of 30 days for major changes.
2. Eligibility and Accounts
2.1 Eligibility
You represent that you (a) are at least 18 years old (or the minimum age in your jurisdiction for binding agreements), (b) are not located in a country subject to U.S. embargo or designated as "terrorist-supporting," and (c) are not on any U.S. government restricted-party list.
2.2 Use on Behalf of Others
If you use the Services on behalf of an entity, "you" includes that entity. You represent that you are authorized to bind it to these Terms and that the entity is validly existing and in good standing.
2.3 Accounts
You must register for an account and provide accurate, current information. You are solely responsible for safeguarding your credentials and payment information. Notify us immediately of unauthorized use.
3. Your Obligations
3.1 Restrictions
You will not, and will not allow others to:
- copy, modify, translate, or create derivative works of the Services;
- reverse engineer, decompile, or otherwise attempt to derive source code;
- sell, lease, transfer, or sublicense the Services;
- remove or obscure proprietary notices;
- use the Services to build a competing product;
- enable unauthorized access;
- develop integrations or scripts without written consent; or
- circumvent any security measures.
You may not frame, mirror, or use meta-tags containing Zaqa trademarks without written consent.
3.2 Acceptable Use
You will not use the Services to:
- infringe or violate others' rights;
- engage in unlawful, fraudulent, or abusive activity;
- transmit defamatory, obscene, or hateful content;
- disrupt or compromise the integrity or security of the Services; or
- send unsolicited promotions or spam.
You are responsible for obtaining and maintaining all equipment and internet connections needed to use the Services.
3.3 Compliance
You will comply with all applicable laws and ensure that your use of the Services does not cause Zaqa to violate any laws.
4. Data
4.1 Ownership
You retain all rights in the information, data, and files you process through the Services ("Your Data"). You are solely responsible for its accuracy, legality, and content.
4.2 Use of Your Data
You grant Zaqa a worldwide, royalty-free license (with the right to sublicense to service providers) to collect, host, process, copy, and use Your Data exclusively to provide, maintain, monitor, and improve the Services. No data will be sold and/or otherwise shared with any third party, beyond the scope of this project, unless specifically pre-approved by the Customer in writing.
4.3 Your Responsibilities
You represent that you have all necessary rights and consents to provide and authorize Zaqa's use of Your Data as described above. You will provide any legally required notices and consents to individuals whose data you process.
5. Fees and Payments
5.1 General
You agree to pay all fees charged by Zaqa for the Services ("Fees") in U.S. dollars. Zaqa may add or change Fees with a prior notice of 30 days. Fees are non-refundable and exclusive of taxes (except taxes on Zaqa's net income). Unless terminated, the Agreement auto-renews for successive 1-month terms.
5.2 Authorization
You authorize Zaqa to charge your designated payment method for all Fees. You represent that you are authorized to use that payment method.
5.3 Non-Payment
If you fail to pay any Fees, Zaqa may:
- charge your payment method automatically;
- impose finance charges or collection costs;
- suspend or terminate your access; and/or
- assess reinstatement fees.
You will reimburse all reasonable costs of collection, including attorneys' fees.
6. Intellectual Property; Use of Artificial Intelligence
6.1 Ownership by Zaqa
Zaqa owns all rights, title, and interest in the Services, including any updates, enhancements, or derivatives, and all related intellectual-property rights. These Terms do not convey ownership to you. If Zaqa provides any customized development or deliverables ("Custom Services"), Zaqa retains ownership of all resulting work product ("Work Product"), defined by all code and model training built by Zaqa. Subject to payment of Fees, Zaqa grants you a limited, revocable license to use such Work Product internally during the term.
6.2 Usage Data
Zaqa may generate and own aggregated, anonymized, or derived information from the use of the Services ("Usage Data"). Zaqa may use Usage Data for analytics, improvement and training of the Services, development of new products (including AI and ML models), and other lawful purposes. No rights in Usage Data are granted to you.
7. Term, Termination, and Suspension
7.1 Term
These Terms commence upon acceptance and continue until terminated.
7.2 Termination for Convenience
Either party may terminate with thirty (30) days' prior written notice.
7.3 Suspension
Zaqa may immediately suspend your access if (a) you breach Sections 3.1 or 3.2, (b) you are more than 30 days overdue on payments, or (c) your actions risk harm to others or to the security or integrity of the Services. Zaqa will attempt to notify you.
7.4 Effect of Termination
Upon termination, all rights granted to you cease and you must stop using the Services. The following sections survive: 3.1, 4.1–4.3, 5, 6, 7.4, 8–13.
8. Confidentiality
8.1 Protection
Any non-public information disclosed by either party that is marked or should reasonably be considered confidential ("Confidential Information") must be protected with at least a commercially reasonable degree of care and not disclosed or used except as permitted by these Terms.
8.2 Injunctive Relief
Breach of this Section may cause irreparable harm; Zaqa may seek injunctive relief without posting bond.
8.3 Feedback
Any feedback or suggestions you provide may be used freely by Zaqa. You assign all rights in such feedback to Zaqa.
9. Indemnification
9.1 By Zaqa
Zaqa will defend and indemnify you against third-party claims that the Services infringe another's intellectual-property rights, except where the claim arises from your misuse, combination, or modification of the Services.
9.2 By You
You will defend and indemnify Zaqa against any claim arising from your use of the Services, including violation of these Terms or of any law.
9.3 Procedures
The indemnified party must promptly notify the other, allow control of defense and settlement, and provide reasonable cooperation.
10. Disclaimers
THE SERVICES ARE PROVIDED "AS IS." ZAQA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZAQA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. YOU ASSUME ALL RISK RESULTING FROM YOUR USE OF THE SERVICES.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
(a) ZAQA AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING LOSS OF DATA, PROFITS, OR REVENUE), EVEN IF ADVISED OF THE POSSIBILITY; AND
(b) ZAQA'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNT YOU PAID TO ZAQA FOR THE SERVICES IN THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
These limitations form a fundamental basis of the bargain.
12. Arbitration and Dispute Resolution
12.1 Informal Resolution
Before arbitration, the parties will attempt to resolve disputes informally. You may send a notice to
legal@zaqa.ai or by certified mail to 130 Bishop Allen Dr, Cambridge MA 02139. Zaqa may send notice to your email on record. If unresolved after 30 days, either party may proceed to arbitration.
12.2 Binding Arbitration; Exceptions
Except for small-claims matters and disputes involving intellectual property, any claim arising out of these Terms or the Services will be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules in Kent County, Delaware. Arbitration will be on an individual basis; no class or representative actions are permitted.
12.3 Governing Law
The Federal Arbitration Act governs interpretation and enforcement of this Section. The arbitrator may grant any relief available in court.
12.4 Limitations and Opt-Out
Any claim must be filed within one (1) year after it arises. You may opt out of arbitration within 30 days of accepting these Terms by emailing
legal@zaqa.ai with your name, address, and a statement of intent to opt out.
13. General Provisions
13.1 Entire Agreement
These Terms constitute the entire agreement between you and Zaqa regarding the Services and supersede all prior agreements.
13.2 Assignment
You may not assign these Terms without Zaqa's prior written consent. Zaqa may assign freely.
13.3 Severability
If any provision is held unenforceable, the remainder will remain in effect.
13.4 Waiver
Failure to enforce any provision is not a waiver of future enforcement.
13.5 Use of Name and Logo
You consent to Zaqa's use of your name and logo on its website and marketing materials to identify you as a customer.
13.6 Governing Law and Venue
These Terms and any disputes not subject to arbitration are governed by the laws of the State of Delaware, without regard to conflicts of law, and the parties consent to the exclusive jurisdiction of the courts of Kent County, Delaware.
Contact Information
Zaqa, Inc.
130 Bishop Allen Dr, Cambridge MA 02139
Email: legal@zaqa.ai
End of Terms of Service