Terms of Service and Subscription Terms

1. Definitions

• "AI Providers" means third-party model providers accessed via API for AI-assisted features, as identified in our Sub-processors list.
• "Customer Data" means data and content submitted to the Service by or on behalf of Customer, including through integrations.
• "DPA" means Zentrik's Data Processing Addendum, available on request and referenced at https://zentrik.ai/dpa.
• "Order Form" means a written ordering document signed by both parties that references these Terms and describes the subscription plan, term, fees, and any applicable limits.
• "Output" means content generated by the Service based on Customer Data or Customer prompts, including drafts, summaries, requirements, user stories, tickets, and other artifacts.
• "Sub-processors" means third parties that process Customer Personal Data to provide the Service, listed at https://zentrik.ai/sub-processors.
• "Users" means Customer's employees and contractors authorized to use the Service.
• "Workspace Data" means Customer Data stored in Customer's workspace, including structured assets, documents, and related metadata.

2. Order Forms; Order of Precedence

2.1 Order Forms. The Service is purchased via Order Forms. Each Order Form incorporates these Terms by reference.

2.2 Order of Precedence. If there is a conflict, the following order applies: (a) the Order Form, (b) these Terms, (c) any policies expressly incorporated by reference.

2.3 Updates. Zentrik may update these Terms for future Order Forms by posting an updated version with a new "Last Updated" date. Updates do not apply retroactively to an already-executed Order Form unless the parties agree in writing.

3. The Service

3.1 Provision. During the subscription term stated in an Order Form ("Subscription Term"), Zentrik will provide Customer access to the Service in accordance with these Terms and the Order Form.

3.2 Updates. Zentrik may modify the Service from time to time. Zentrik will not materially reduce core functionality during a paid Subscription Term.

3.3 Beta Features. Beta or preview features are optional and may be changed or discontinued. Beta features are provided "as is".

4. Use; Restrictions; Account Security

4.1 Permitted Use. Customer may access and use the Service for its internal business purposes.

4.3 Account Security. Customer is responsible for User access management, credentials, and activity in its workspace.

5. AI Features; Output; Customer Responsibility

5.1 Output Is Draft Material. AI-assisted features may generate Output using probabilistic techniques. Output may be inaccurate, incomplete, or inappropriate for Customer's use case.

5.2 Human Review Required. Customer is responsible for reviewing Output before use and for decisions made based on Output.

5.3 No Professional Advice. The Service does not provide medical, legal, financial, or other professional advice.

5.4 AI Providers and Training. Customer Data is not used to train public AI models. AI Providers are accessed via API. Processing locations may depend on provider capabilities and Customer configuration. Private-model options may be available by request and configuration.

6. Customer Data; Privacy; Security; Sub-processors

6.1 Customer Data Ownership. Customer retains all rights in Customer Data.

6.2 License to Provide the Service. Customer grants Zentrik the right to host, process, transmit, display, and create Output from Customer Data solely to provide, maintain, support, and secure the Service for Customer.

6.3 Security Overview. Zentrik maintains administrative, technical, and physical safeguards designed to protect Workspace Data. A security overview is available at https://zentrik.ai/security. The security overview is informational; contractual commitments are in the Order Form, these Terms, and any executed DPA.

6.4 Privacy Policy. Zentrik's Privacy Policy is available at https://zentrik.ai/privacy.

6.5 Sub-processors. Customer authorizes Zentrik to engage Sub-processors to provide the Service. Zentrik remains responsible for Sub-processors' performance under these Terms. See https://zentrik.ai/sub-processors for the current list and notice process.

6.6 Sub-processor Changes. Zentrik will provide notice of intended additions or replacements of Sub-processors by email or in-product notice. Customers may object on reasonable, documented privacy or security grounds within the objection window stated on the Sub-processors page. If the parties cannot resolve the objection, Customer may suspend the affected processing or terminate the impacted services, and Zentrik will provide a pro-rata refund of any prepaid fees for the terminated portion.

7. Data Processing Addendum (DPA)

7.1 DPA Availability. Where Zentrik processes Personal Data on behalf of Customer in connection with the Service, a DPA is available on request.

7.2 European Transfers (SCCs/UK IDTA). Where applicable, standard transfer terms such as the EU Standard Contractual Clauses and the UK IDTA are available and executed on request as part of the DPA. They do not apply unless executed by the parties.

8. PHI / HIPAA; Sensitive Data

8.1 No PHI Without a BAA. Customer will not upload Protected Health Information ("PHI") or other regulated health data to the Service unless the parties have executed a separate Business Associate Agreement ("BAA").

8.2 Sensitive Data. Customer agrees not to upload highly sensitive data such as payment card data (other than via designated payment flows if applicable), social security numbers, or other data Customer is not legally permitted to disclose.

9. Integrations

If Customer enables integrations (for example, Jira, Confluence, ticketing systems, analytics, or repositories), Customer authorizes Zentrik to access and process data from those systems as Customer Data. Customer is responsible for having rights to connect and share such data.

10. Fees; Billing; Taxes

10.1 Fees. Customer will pay fees specified in the Order Form.

10.2 Invoicing; Payment Terms. Unless otherwise stated in the Order Form, invoices are due Net 30 from invoice date.

10.3 Taxes. Fees are exclusive of taxes. Customer will pay applicable taxes excluding taxes on Zentrik's net income.

10.4 No Surprise Overages. If an Order Form includes usage limits, Zentrik will not charge surprise overage fees without Customer's agreement in writing or via an updated Order Form.

11. Term; Suspension; Termination; Export; Deletion

11.1 Term. These Terms apply during any active Subscription Term.

11.2 Suspension. Zentrik may suspend access to the Service if necessary to prevent or address security risks, unlawful use, or material violations of Section 4 (Restrictions). Zentrik will use reasonable efforts to provide notice and restore access once the issue is resolved.

11.3 Termination for Cause. Either party may terminate an Order Form if the other materially breaches and fails to cure within 30 days after written notice.

11.4 Effect of Termination; Export. Upon termination, Customer access ends. Upon request, Zentrik will make Workspace Data available for export for a reasonable period. Export requests are completed within 30 days of a verified request, unless legally prohibited.

11.5 Deletion. Deletion requests are completed within 30 days of a verified request, subject to limited-duration backups and legal retention requirements.

12. Confidentiality

12.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated confidential or should reasonably be understood to be confidential.

12.2 Protection. The receiving party will use reasonable care to protect Confidential Information and use it only to perform under these Terms.

12.3 Exclusions. Confidential Information does not include information that is publicly available through no fault of the receiving party, independently developed, or rightfully received without restriction.

12.4 Compelled Disclosure. A party may disclose Confidential Information if required by law, with notice when legally permitted.

13. Intellectual Property

13.1 Zentrik IP. Zentrik retains all rights in the Service, including software, models, and underlying technology, excluding Customer Data.

13.2 Output. As between the parties, Output generated within Customer's workspace is part of Customer Data. Customer is responsible for the use of Output.

13.3 Feedback. If Customer provides feedback, Zentrik may use it without restriction and without obligation.

14. Warranties; Disclaimers

14.1 Performance Warranty. Zentrik warrants it will provide the Service in a professional and workmanlike manner.

14.2 Disclaimer. Except as expressly stated, the Service is provided "as is" and Zentrik disclaims all other warranties, including merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

15.1 Exclusion of Damages. Neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, or goodwill.

15.2 Liability Cap. Each party's total liability arising out of or related to the Service will not exceed the fees paid or payable by Customer under the applicable Order Form in the 12 months preceding the event giving rise to the claim.

15.3 Exceptions. The liability cap does not apply to Customer's violation of Section 4 (Restrictions) or either party's breach of confidentiality under Section 12.

16. Indemnification

16.1 By Zentrik. Zentrik will defend Customer against third-party claims that the Service infringes a United States patent, copyright, or trademark, and will pay damages finally awarded, provided Customer promptly notifies Zentrik and cooperates. Zentrik may modify the Service or terminate the affected portion and refund prepaid unused fees as Customer's sole remedy if infringement cannot be resolved.

16.2 By Customer. Customer will defend Zentrik against third-party claims arising from Customer Data or Customer's use of the Service in violation of law or these Terms.

17. Governing Law; Venue

These Terms are governed by Delaware law, excluding conflict of law rules. The parties consent to exclusive jurisdiction and venue in state or federal courts located in Delaware.

18. Contact

Zentrik Company
490 Post St, Ste 500, PMB 2017
San Francisco, CA 94102, USA
Email: legal@zentrik.ai