Terms and Conditions

These Terms are entered into between Zennoia Private Limited, a company registered in Mumbai, Maharashtra, India, and the Customer using the Services. "Zennoia", "we", "us", and "our" refer to Zennoia Private Limited. "Customer", "you", and "your" refer to the company, organization, sole proprietor, or other business or professional user that accesses or uses the Services, whether directly or through authorized users.

By accessing or using the Services, creating an account, accepting an order form, approving a proposal, paying an invoice, or otherwise using Zennoia, you agree to these Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization.

The Services are for business and professional use only. They are not intended for personal, household, or consumer use.

Zennoia provides a B2B SaaS platform for professional teams, currently focused on investor workflows and related business productivity use cases. The Services may allow Customers to manage workspace content, upload materials, organize business information, and generate AI-assisted outputs.

These Terms apply unless Zennoia and the Customer enter into a signed agreement or order form that expressly modifies them. If there is a conflict, a signed agreement or order form controls, followed by any accepted invoice, proposal, or commercial order document, then these Terms.

"Order" means any order form, signed agreement, email-approved proposal, invoice, online checkout flow, statement of work, pilot arrangement, or other commercial arrangement accepted by Zennoia and the Customer.

Zennoia may improve, modify, add, or remove features from the Services from time to time. For paid subscriptions, Zennoia will use commercially reasonable efforts not to materially reduce the core functionality purchased during the applicable subscription term. Zennoia does not provide an uptime service-level agreement, support response commitment, or service credit unless expressly stated in a signed agreement or Order.

Zennoia may set and enforce seat limits, usage limits, rate limits, storage limits, file-size limits, AI-token or processing limits, and fair-use restrictions. Zennoia may throttle, suspend, limit, or charge for usage beyond agreed, purchased, or reasonable limits, after notice where practicable.

The Customer is responsible for all activity under its accounts and for the conduct of its employees, contractors, consultants, administrators, and other authorized users. Users must protect credentials, keep account information current, and promptly notify Zennoia of unauthorized access.

Individual users must be at least 18 years old, or the age of majority in their jurisdiction, and must use the Services only for business or professional purposes on behalf of, or in connection with, a Customer.

The Customer is responsible for determining whether the Services are suitable for its intended use and for complying with laws, contractual obligations, fiduciary duties, confidentiality duties, securities laws, investment regulations, sanctions, anti-corruption laws, professional duties, and other obligations that apply to the Customer or its use of the Services.

Zennoia's standard Services are not designed to satisfy jurisdiction-specific, sector-specific, regulated-data, public-sector, localization, or customer-specific legal requirements unless expressly agreed in a signed Order or separate agreement. Zennoia may decline, suspend, or limit access where it reasonably determines that a Customer's use creates legal, privacy, security, regulatory, or operational risk not addressed by Zennoia's standard Services or agreements.

Commercial terms may be set out in an Order, invoice, proposal, signed agreement, email-approved arrangement, bank-transfer arrangement, online checkout flow, or other accepted commercial arrangement.

Unless an Order states otherwise, fees are due according to the applicable invoice or payment terms. Fees are non-refundable except where required by law or expressly stated in an Order. The Customer is responsible for applicable taxes, duties, levies, bank charges, withholding taxes, and similar charges, except taxes based on Zennoia's net income.

If payment is overdue, Zennoia may suspend or limit access after reasonable notice, unless immediate action is necessary because of fraud, abuse, legal risk, security risk, or operational risk. Undisputed overdue amounts may accrue interest at 1% per month or the maximum rate permitted by law, whichever is lower, and the Customer will reimburse reasonable collection costs.

Zennoia may offer free trials, pilots, beta, early-access, partner, evaluation, or other unpaid services ("Free or Beta Services"). Free or Beta Services are provided for evaluation only, may be incomplete or changed at any time, and are provided "as is" without service, support, availability, retention, or warranty commitments to the maximum extent permitted by law. Customers should not use Free or Beta Services for production-critical purposes unless Zennoia agrees otherwise in writing.

"Customer Content" means data, files, documents, prompts, notes, workspace content, business information, personal data, third-party information, materials, and other content submitted to, uploaded to, generated through, stored in, or otherwise processed through the Services by or on behalf of the Customer.

The Customer retains ownership of Customer Content. These Terms do not transfer ownership of Customer Content to Zennoia.

The Customer grants Zennoia a non-exclusive, worldwide, royalty-free license to host, store, copy, process, transmit, display to the Customer and its authorized users, analyze, transform, and otherwise use Customer Content only as reasonably necessary to provide, secure, support, troubleshoot, maintain, and operate the Services; process prompts and generate outputs; prevent fraud, abuse, and security incidents; comply with law; and exercise Zennoia's rights under these Terms.

Zennoia may use aggregated or de-identified usage, diagnostic, operational, and performance data to analyze, maintain, secure, and improve the Services, provided that such data does not identify the Customer, individual users, individuals, or confidential Customer Content.

Zennoia does not sell Customer Content submitted through investor or customer workspaces, and does not use such Customer Content to create a data product for third parties.

The Customer is responsible for Customer Content, including its accuracy, legality, completeness, third-party rights, confidentiality obligations, required notices, required consents, lawful bases or permissions, and use. Zennoia is not responsible for verifying whether Customer Content may lawfully be uploaded, used, disclosed, analyzed, summarized, or otherwise processed by the Customer.

Unless Zennoia expressly agrees in writing, the Customer must not intentionally upload, submit, or use the Services to process sensitive, special-category, highly regulated, or legally restricted data, including health data, biometric data, genetic data, children's data, payment card data, financial account credentials, government identification numbers, criminal offence data, precise sensitive location data, passwords, API keys, private keys, seed phrases, authentication credentials, encryption keys, classified information, export-controlled technical data, other security credentials or secrets, or special-category personal data under applicable privacy laws.

This restriction does not prohibit incidental inclusion of such data in ordinary business records or investor materials, provided the Customer has the required rights, notices, consents, permissions, and lawful bases, and the Customer is not using the Services specifically to process that sensitive or regulated data.

The Services may include AI-assisted functionality that helps generate, summarize, classify, extract, draft, analyze, organize, or otherwise process content. AI-assisted outputs may be inaccurate, incomplete, outdated, biased, duplicative, non-unique, misleading, or unsuitable for the Customer's intended purpose. The Customer is responsible for reviewing, validating, and approving all outputs before relying on, sharing, publishing, or using them.

The Services and outputs do not constitute investment advice, legal advice, tax advice, accounting advice, financial advice, valuation advice, due diligence advice, compliance advice, broker-dealer services, investment advisory services, or other regulated professional advice. Zennoia is not acting as an investment adviser, broker, dealer, lawyer, accountant, tax adviser, fiduciary, or other professional adviser.

The Customer must not rely on the Services or outputs as a substitute for independent professional judgment or advice, or as the sole basis for decisions that have legal, financial, employment, credit, insurance, healthcare, regulatory, or similarly significant effects on individuals.

Subject to these Terms and applicable law, and to the extent any ownership rights exist or are transferable, as between Zennoia and the Customer, the Customer owns its Customer-specific outputs generated from Customer Content for the Customer's use. This does not give the Customer exclusive rights in generally available language, ideas, facts, methods, templates, patterns, or outputs that are the same as or similar to outputs generated for other customers or users.

Zennoia may use external cloud, infrastructure, AI, and service providers to process Customer Content, prompts, outputs, and related metadata as needed to provide, secure, monitor, troubleshoot, and support the Services, including limited retention for security, abuse prevention, debugging, reliability, or legal purposes in accordance with their agreements with Zennoia.

Zennoia does not use Customer Content to train or fine-tune general-purpose or foundation AI models, and does not permit its AI providers to use Customer Content, prompts, or outputs to train third-party foundation models, unless the Customer opts in or a signed agreement permits it. If Zennoia materially changes this practice, Zennoia will update its notices or terms and obtain any consent or agreement required by applicable law or contract.

The Customer must not, and must not permit users or third parties to:

1. use the Services unlawfully or in violation of these Terms;
2. upload or process content that infringes, misappropriates, or violates third-party rights;
3. upload malware, harmful code, or materials intended to damage, disrupt, or interfere with systems;
4. attempt to gain unauthorized access to the Services, related systems, other customers' data, or Zennoia's providers;
5. probe, scan, penetration test, or vulnerability test the Services without Zennoia's prior written approval;
6. reverse engineer, decompile, copy, modify, or create derivative works of the Services except to the extent such restrictions are prohibited by law;
7. scrape, harvest, or extract data from the Services except through functionality made available by Zennoia;
8. use the Services to develop, train, or improve a competing product or service;
9. sell, resell, sublicense, rent, lease, white-label, time-share, or make the Services available to third parties without Zennoia's prior written approval;
10. use the Services in a way that violates securities laws, insider trading laws, sanctions, export controls, anti-bribery laws, anti-money laundering laws, confidentiality obligations, or professional duties; or
11. use the Services in a way that could harm Zennoia, the Services, other customers, users, service providers, or third parties.

Zennoia's Privacy Policy explains how Zennoia processes personal data. For personal data in Customer Content, the Customer generally determines the purposes and means of processing, and Zennoia generally processes that data to provide, secure, support, maintain, and operate the Services, process prompts and outputs, prevent abuse, comply with laws applicable to Zennoia's provision of the Services, and perform applicable Orders.

Zennoia may use subprocessors and service providers, including cloud infrastructure and AI processing providers, to provide the Services. Customer Content may be processed in India and other countries where Zennoia or its providers operate. Zennoia does not commit to support data localization, restricted-transfer, or jurisdiction-specific transfer requirements unless expressly agreed in a signed agreement or Order. Additional data processing terms may apply if the parties sign a data processing addendum or similar agreement.

Zennoia will notify the Customer without undue delay after becoming aware of a personal data breach involving Customer Content processed by Zennoia on behalf of the Customer, to the extent required by applicable law or contract.

Zennoia will use commercially reasonable administrative, technical, and organizational safeguards designed to protect the Services and Customer Content. No SaaS platform, AI system, cloud service, transmission method, or storage system can be guaranteed to be completely secure, error-free, or continuously available.

The Customer is responsible for configuring and using the Services appropriately, managing user access, protecting credentials, reviewing outputs, maintaining its own records where appropriate, and implementing its own security, compliance, and governance controls.

Zennoia is not an archival storage provider unless expressly agreed in a signed agreement. The Customer should export or copy Customer Content before termination or expiry. Zennoia is not obligated to maintain, export, restore, or provide access to Customer Content after access ends, except as expressly agreed in an Order or required by applicable law.

Each party may receive non-public business, technical, financial, product, security, operational, or other information from the other party that is confidential by nature or marked as confidential.

The receiving party must use the disclosing party's confidential information only to perform or receive the Services, exercise rights under these Terms, or comply with law. The receiving party must protect confidential information using reasonable care and must not disclose it except to employees, contractors, advisers, service providers, representatives, and, in connection with bona fide financing, investment, restructuring, merger, acquisition, or sale processes, transaction participants who need to know the information and are subject to confidentiality obligations.

Confidentiality obligations do not apply to information that is publicly available without breach, already known without restriction, independently developed without use of confidential information, or lawfully received from a third party without restriction. A party may disclose confidential information if required by law, court order, regulator, or government authority, provided it gives notice where legally permitted.

Zennoia and its licensors own all rights, title, and interest in and to the Services, software, technology, models, workflows, designs, interfaces, know-how, documentation, templates, improvements, and related intellectual property. Except for the limited right to use the Services under these Terms, no rights are granted to the Customer by implication or otherwise.

The Customer may provide feedback, suggestions, ideas, or recommendations to Zennoia. Zennoia may use feedback without restriction or compensation, provided Zennoia does not disclose Customer confidential information in doing so.

The Services may interoperate with, rely on, or include access to third-party products, services, APIs, integrations, hosting infrastructure, AI models, or other technologies. Zennoia is not responsible for third-party services that are not controlled by Zennoia. The Customer's use of third-party services may be subject to separate terms, policies, and fees.

Zennoia may suspend, restrict, remove, quarantine, disable access to, or refuse to process Customer Content or access to the Services if Zennoia reasonably believes that the Customer has violated these Terms, failed to pay undisputed overdue amounts, exceeded agreed or reasonable limits, created legal, privacy, security, or operational risk, or if action is required by law, court order, regulator, service provider, or government authority. Zennoia will use reasonable efforts to provide notice where practicable, unless immediate action is necessary or notice is legally restricted.

These Terms apply while the Customer accesses or uses the Services or has an active Order. Either party may terminate an Order if the other party materially breaches these Terms and does not cure the breach within a reasonable period after written notice, unless the breach cannot be cured or requires immediate termination. Zennoia may terminate or suspend Free or Beta Services at any time.

Upon termination or expiry, the Customer's right to access the Services ends. The Customer remains responsible for fees incurred before termination. Sections that by their nature should survive will survive, including sections on fees, Customer Content, privacy and data processing, confidentiality, intellectual property, disclaimers, limitation of liability, indemnity, governing law, and general terms.

The Services are provided "as is" and "as available" to the maximum extent permitted by law. Zennoia disclaims all warranties, representations, and conditions, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, security, uninterrupted operation, error-free operation, and suitability for regulated or professional use.

Zennoia does not warrant that the Services or outputs will meet the Customer's requirements, achieve any intended result, identify all relevant risks, produce accurate analyses, satisfy any legal or regulatory obligation, or be free from errors, omissions, vulnerabilities, interruptions, or harmful components. The Customer is responsible for independent review, verification, backup, compliance, and professional judgment.

To the maximum extent permitted by law, Zennoia will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost business, loss of goodwill, loss of anticipated savings, business interruption, loss or corruption of data, procurement of substitute services, AI-output reliance, investment losses, regulatory losses, or professional-advice reliance, whether based on contract, tort, negligence, strict liability, statute, or any other theory.

For paid Services, to the maximum extent permitted by law, Zennoia's total aggregate liability for all claims arising out of or relating to the Services, these Terms, or any Order will not exceed the fees actually paid by the Customer to Zennoia for the specific Services giving rise to the claim during the six months immediately before the event giving rise to liability.

For Free or Beta Services, to the maximum extent permitted by law, Zennoia will have no liability arising out of or relating to those Services. If liability cannot legally be excluded but may legally be limited, Zennoia's total aggregate liability for all claims arising out of or relating to Free or Beta Services will not exceed INR 5,000.

The limitations in this section apply even if a remedy fails its essential purpose and even if Zennoia has been advised of the possibility of such damages. Nothing in these Terms excludes or limits liability to the extent such liability cannot be excluded or limited under applicable law.

The Customer will defend, indemnify, and hold harmless Zennoia, its directors, officers, employees, contractors, service providers, and representatives from and against claims, damages, losses, liabilities, penalties, fines, costs, and expenses, including reasonable legal fees, arising out of or relating to Customer Content, the Customer's use of the Services or outputs, breach of these Terms or an Order, violation of law or third-party rights, failure to obtain required rights or lawful bases, prohibited sensitive data, reliance on AI-assisted outputs, regulated decisions made by or on behalf of the Customer, misuse by the Customer's users, or disputes between the Customer and its users, investors, portfolio companies, clients, vendors, advisers, or other third parties.

Zennoia will notify the Customer of a claim for which it seeks indemnity, give the Customer reasonable control of the defense where appropriate, and provide reasonable cooperation. The Customer may not settle a claim in a way that imposes liability, admission, or obligation on Zennoia without Zennoia's prior written consent.

Zennoia may update these Terms from time to time. If Zennoia makes material changes, it will use reasonable efforts to provide notice, such as by posting the updated Terms, emailing account contacts, or providing in-product notice. Continued use of the Services after the effective date constitutes acceptance of the updated Terms.

Zennoia may provide notices by email, through the Services, through account notifications, or by posting on its website. Notices to Zennoia should be sent to admin@zennoia.com. Legal notices may also be sent to Zennoia's registered office address as recorded in applicable corporate records.

The Customer may not assign these Terms or an Order without Zennoia's prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all assets. Zennoia may assign these Terms or any Order to an affiliate, successor, or acquirer in connection with a merger, acquisition, reorganization, financing, or sale of assets.

Zennoia will not be liable for delay or failure to perform caused by events beyond its reasonable control, including internet failures, cloud provider failures, AI provider failures, power outages, labor disputes, acts of God, natural disasters, war, terrorism, civil unrest, epidemics, government actions, legal restrictions, cyberattacks, or failures of third-party systems.

These Terms and any dispute arising out of or relating to them, the Services, or any Order are governed by the laws of India, without regard to conflict-of-law rules. Subject to any mandatory law that applies otherwise, the courts located in Mumbai, Maharashtra, India will have exclusive jurisdiction.

These Terms, together with applicable Orders and policies referenced by Zennoia, form the entire agreement between Zennoia and the Customer regarding the Services. If any provision is found unenforceable, the remaining provisions will remain in effect and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable. Zennoia's failure to enforce a provision is not a waiver. The parties are independent contractors, and these Terms do not create a partnership, joint venture, agency, fiduciary relationship, employment relationship, or franchise.