Terms and Conditions

Last updated: October 16, 2025

PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND ZSOFT TECHNOLOGIES, INC. IF YOU DO NOT AGREE, DO NOT CREATE AN ACCOUNT OR USE THE SERVICES.

• Business Use Only: The Services are intended for business/professional use.
• Liability Limits: See Section 10.
• Dispute Resolution & Arbitration: See Section 14.

Unless you work for an organization that has a separate written agreement with us to use our services, these are the terms that apply to your use of our services. If you don’t agree to these terms, you shouldn’t use our services.

Questions? Contact Customer Support: 📬 ZSoft Technologies, Inc., PO Box 536, Wauchula, FL 33873 📞 877-567-6305    📠 866-781-9621 ✉️ [email protected]

In these Terms of Service (“Terms” or this “Agreement”), “we”, “us,” “our” or “ZSoft Technologies, Inc.” (“ZSoft”) refers to ZSoft Technologies, Inc., PO Box 536, Wauchula, FL 33873. “You”, “your”, or “Customer” refers to you (or your organization, if you are accepting for an organization). If your organization has a separate written agreement with us covering use of the Services, that agreement controls. “Services” means all ZSoft products and services you use, including those ordered on an Order Form, trial, or free basis. Services may include platform services (including access to any application programming interface, the “ZSoft API”) and, where applicable, connectivity services that link the Services to telecommunications networks over the Internet. “Affiliate” means any entity controlling, controlled by, or under common control with a party (control meaning >50% voting interests).

1. Changes to These Terms

We may update these Terms from time to time. We will provide you with prior written notice of any material updates at least thirty (30) days before the effective date, except where earlier notice is not feasible due to changes in law, regulation, or provider requirements. Notice will be given per Section 13.5 and will identify the intended updates. Unless otherwise specified, updates become effective on the stated effective date and supersede prior versions. Your continued use of the Services after the effective date constitutes acceptance. If you do not agree, you must stop using the Services.

2. Account Creation and Information

To use the Services, you must create an account, providing true, accurate, current, and complete information and keeping it updated. As part of routine monitoring and fraud prevention, we may initially limit messaging volumes during activation or following prolonged trial inactivity. If you breach these Terms (including payment obligations in Section 6), you may not create new accounts until the breach is cured.

3. Provision of the Services

3.1 Our Responsibilities

We will: (a) make the Services available in accordance with these Terms, our documentation (including usage guides and policies) (“Documentation”), and any applicable order forms specifying commercial terms (“Order Form”); (b) comply with our Service Level Agreement (“SLA”) and Security Overview; (c) provide the Services in accordance with laws applicable to our provision of services to customers generally; (d) use commercially reasonable efforts to detect and remove malicious code; (e) use trained, qualified personnel where applicable; and (f) provide support as described in our Support Terms.

3.2 Beta Offerings

From time to time, ZSoft may offer alpha/beta/preview or limited-release features (“Beta Offerings”). Use is optional; Beta Offerings are not guaranteed to be generally available and may be discontinued at any time.

3.3 Suspension of Services

We may suspend the Services immediately upon notice for cause if: (a) you or an End User materially breaches these Terms (including our Acceptable Use Policy); (b) we detect unusual, material spikes suggesting fraud or materially impacting operations; (c) provision of Services is prohibited by law or regulation; (d) your or an End User’s use threatens security, integrity, or availability of the Services; or (e) your account information is untrue, inaccurate, or incomplete. We will use commercially reasonable efforts to give notice and an opportunity to cure when practical, limit the scope of suspension, and remove suspensions promptly after resolution. We are not liable for losses from a suspension under this Section or Section 6.3.

3.4 Changes to the Services

Features and functions of the Services (including the ZSoft API and SLA) may change; we will not materially decrease overall functionality. You are responsible for maintaining compatibility of your applications. If a non-backwards-compatible API change is necessary, we will use reasonable efforts to give at least sixty (60) days’ notice. If such change materially and negatively impacts you, we may, at our discretion, work with you to address it, except where changes are required for security, provider, or legal reasons.

4. Your Responsibilities

You are solely responsible for all use of the Services and Documentation under your account, including the quality and integrity of data you make available (“Customer Data”) and each application or service that interfaces with the Services (“Customer Application”). You will not transfer, resell, lease, license, or otherwise make the Services available on a standalone basis (except to End Users via a Customer Application as permitted); you will use the Services only in accordance with these Terms, our Acceptable Use Policy, the Documentation, any Order Form(s), and applicable law; you are responsible for End Users’ acts and omissions; you will prevent unauthorized access to or use of the Services and promptly notify us of any; you will reasonably cooperate with lawful information requests; and you will comply with the representations and warranties in Section 8. We are not liable for loss or damage arising from unauthorized use of your account.

5. Your Affiliates

Your Affiliates may not use the Services under these Terms. Each Affiliate must accept these Terms and create its own account.

6. Fees and Payment Terms

You agree to pay fees generated under your account in accordance with applicable pricing and/or Order Form(s), plus taxes. Additional billing, invoicing, late payment, and suspension terms apply if included in your pricing or Order Form.

7. Ownership, Use of Customer Data, and Confidentiality

7.1 Ownership

We exclusively own the Services, Documentation, our Confidential Information, and anonymized/aggregated operational data derived from Service use. You exclusively own each Customer Application, your Confidential Information, and Customer Data, subject to our rights to use/disclose Customer Data under these Terms.

7.2 Our Use of Customer Data

You instruct us to use and disclose Customer Data as necessary to provide the Services consistent with this Section, Section 7.4 (Confidentiality), our Data Protection Addendum, and our Privacy Notice, including detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use; responding to technical issues; and ensuring proper operation. You acknowledge inherent Internet and carrier risks; we are not liable for changes to, interception of, or loss of Customer Data in transit. If you do not agree with our Data Protection Addendum or Privacy Notice, you must stop using the Services.

7.3 Feedback

Feedback you or End Users submit may be used by us without restriction or compensation and will not be treated as your Confidential Information.

7.4 Confidentiality

Definition. “Confidential Information” means non-public information disclosed by a party that is designated as confidential or reasonably should be understood as confidential. Exceptions apply for information that becomes public without breach, was already known without restriction, is rightfully received, or is independently developed.

Use and Disclosure. The receiving party will use the disclosing party’s Confidential Information only to perform under these Terms and disclose it only to representatives with a need to know who are bound by confidentiality obligations at least as protective as these Terms. Each party will protect the other’s Confidential Information with at least reasonable care. You may disclose our SOC2 or similar report only to personnel with a need to know who are bound by confidentiality.

Compelled Disclosure. Permitted with notice (if legally allowed). The disclosing party will reimburse reasonable costs in certain proceedings, as applicable.

Injunctive Relief. A party may seek equitable relief for actual or threatened breach.

7.5 Privacy Rights and Security Practices

ZSoft collects, uses, and protects personal information in accordance with its Privacy Policy, which is incorporated by reference into these Terms. Without limiting the Privacy Policy, ZSoft recognizes the following rights and practices:

• Individual Privacy Rights: Right to know, consent (opt-in and revocation), prevent sharing with third parties, request a copy, request deletion, and not be charged different prices or refused service for exercising rights.
• Staff Privacy Rights: Transparency regarding collection, use, and sharing of staff personal information; limited disclosures to third parties and as required by law for business administration (e.g., payroll/benefits) and employment references.
• Privacy Controls & Requests: At or before collection, disclosure of categories/sources/purposes; categories of third parties; prior 12-month sharing categories; methods for verifiable requests; process to review/correct information; notice of material changes; responses to access requests within a reasonable time and no later than 45 days; requests processed free of charge.
• Opt-Out & Age: Respect opt-out by refraining from opt-in requests for 12 months; no sale/rental of personal information of individuals under 16 without required authorization.
• Security Controls: Risk management; safeguards to protect against loss/theft/unauthorized access or disclosure; use of firewalls, intrusion detection, anti-malware, passwords, and related mechanisms; access limited to personnel with a business need-to-know; minimum necessary collection; retention only as long as necessary; physical security; monitoring and logging of controls.

For details, please refer to the Privacy Policy available from ZSoft.

8. Representations, Warranties, and Disclaimer

8.1 Customer Data

You represent and warrant that you have provided (and will continue to provide) requisite notices and obtained (and will continue to obtain) necessary permissions/consents to provide Customer Data for use and disclosure per Section 7.2.

8.2 Services

We represent and warrant that the Services perform materially in accordance with the Documentation. Your exclusive remedy is re-performance of affected Services or a refund of fees paid for the affected Services.

8.3 Export Controls

Each party will comply with applicable export control and sanctions laws. Each party represents it (and, for you, your End Users) is not on any prohibited/sanctions list. You will cease use and remove access if you or an End User is placed on such a list.

8.4 Disclaimer

Except for express warranties in this Section 8, the Services are provided “AS IS.” We disclaim all implied warranties to the fullest extent permitted by law. Beta Offerings are provided “AS IS” and “AS AVAILABLE,” with no indemnity or liability.

9. Mutual Indemnification

9.1 By Us

We will defend and indemnify you against third-party claims alleging our provision of the Services infringes or misappropriates IP rights, and we may procure rights, modify the Services, or terminate affected Services and refund unused prepaid fees. Limitations apply where claims arise from your breach, combinations, or free Services.

9.2 By You

You will defend and indemnify ZSoft and its Affiliates against third-party claims arising from (a) your or End Users’ breach of Section 4 or (b) a Customer Application (including IP claims).

9.3 Conditions; 9.4 Exclusive Remedy

Prompt notice, control of defense, cooperation, and settlement limitations apply. This Section provides the exclusive remedy for third-party claims.

10. Limitation of Liability

10.1 No party is liable for indirect, incidental, consequential, special, punitive, or similar damages, or lost profits/revenues/goodwill/data, even if advised of the possibility.
10.2 Aggregate liability for each party is capped at the amounts paid or payable by you for the Services giving rise to the liability during the twelve (12) months preceding the first incident.
10.3 The foregoing limits do not apply to: (a) your breach of Section 4; (b) your breach of Section 6; or (c) indemnification payment obligations under Section 9.

11. Use of Marks

You grant us the right to use your name, logo, and a description of your use case on our website, in earnings releases/calls, or in marketing/promotional materials, subject to your trademark guidelines provided to us.

12. Term, Termination, and Survival

12.1 Term. These Terms commence when you accept them and continue until terminated under Section 12.2.
12.2 Termination. Either party may terminate for convenience on thirty (30) days’ prior written notice (subject to any active Order Form). Either party may terminate for uncured material breach on fifteen (15) days’ written notice, or immediately for insolvency-type events. Termination closes all accounts.
12.3 Survival. Sections 3.1(b), 6–10, 12.3, 13, and 14 survive termination.

13. General

13.1 No Waiver; Order of Precedence. Failure to enforce is not a waiver. Order of precedence: (1) Order Form, (2) these Terms, (3) Acceptable Use Policy, (4) Documentation.

13.2 Assignment. You may not assign without our prior written consent; we may assign without your consent. These Terms bind successors and permitted assigns.

13.3 Relationship. Independent contractors; no partnership, agency, joint venture, or franchise.

13.4 Severability. If any provision is unenforceable, it is limited to the minimum necessary; the remainder remains in effect (subject to Section 14).

13.5 Notices.

13.6 Force Majeure. Neither party is liable for failure or delay due to causes beyond its reasonable control (e.g., acts of government, labor disputes, disasters, war, terrorism, Internet/carrier outages).

13.7 Government Terms. The Services are provided to government end users solely in accordance with these Terms and were developed at private expense.

13.8 Governing Law and Venue. Except as to Section 14 (governed by the U.S. Federal Arbitration Act), these Terms are governed by the laws of the State of Florida, excluding conflict-of-law rules. For matters not subject to arbitration, the state or federal courts located in Hardee County, Florida have exclusive jurisdiction, and each party consents to personal jurisdiction there. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

13.9 Entire Agreement. These Terms (with incorporated documents and any Order Form(s)) are the entire agreement and supersede prior or contemporaneous statements or agreements. Your purchase order or vendor-portal terms are non-binding and have no effect, even if signed by us.

14. Dispute Resolution

14.1 Agreement to Arbitrate. If a dispute related to these Terms or the Services (“Dispute”) cannot be resolved through Customer Support, senior representatives will negotiate in good faith. If unresolved within thirty (30) days, either party may commence binding arbitration as set forth below. The arbitrator decides issues of arbitrability. YOU AND ZSOFT WAIVE THE RIGHT TO A JUDGE OR JURY TRIAL.

14.2 Arbitration Procedure. Except for Disputes in Section 14.3, binding arbitration will be conducted by the American Arbitration Association (AAA) under its Commercial Arbitration Rules before a single arbitrator in Tampa, Florida. Discovery will be as approved by the arbitrator. The award will be based on admitted evidence and Florida/U.S. law and will include written findings. The arbitrator may not modify these Terms. Judgment on the award may be entered in any court of competent jurisdiction.

14.3 Exceptions. Court actions are permitted for (a) intellectual property disputes and (b) breaches of the Acceptable Use Policy. Either party may bring qualifying matters in small claims court in Hardee County, Florida (or another agreed Florida venue). A court may compel arbitration or stay litigation pending arbitration.

14.4 Class Action Waiver. Disputes must be brought on an individual basis. Class, consolidated, or representative actions are not permitted in court or arbitration. If this waiver is found unenforceable, it is severed and the remainder of Section 14 continues.

15. Additional Terms

15.1 Data Processing (EEA/UK/CH). If we process personal data from the EEA, Switzerland, or the UK on your behalf, you agree to our Data Protection Addendum (incorporated by reference).

15.2 EEA/UK/CH Consumers. Nothing excludes or limits liability where prohibited by applicable law (e.g., death/personal injury from negligence, fraud).

15.3 Germany. Statutory warranty period reduced to twelve (12) months to the extent permitted by law.

15.4 European Electronic Communications Code Rights Waiver. If you are a microenterprise, small enterprise, or not-for-profit in the EEA/UK and ZSoft provides Services there, you have read and agree to the waiver.

15.5 Japan. The Amendment to the Global ZSoft Terms of Service for Japan applies if you reside in Japan.