Terms of Service

AGREEMENT TO OUR LEGAL TERMS

We are Zenno AI Inc, a Delaware corporation, operating Nexie and the website https://nexie.ai. Nexie provides AI-powered email marketing technologies for B2C companies and agencies.

These Terms constitute a legally binding agreement between you and Zenno AI Inc concerning your access to and use of the Services. If you do not agree to the Agreement, you must not access or use the Services.

You may contact us at legal@nexie.ai or at 108 W. 13th Street, Suite 100, Wilmington, Delaware 19801, United States.

TABLE OF CONTENTS

1. AGREEMENT AND ADDITIONAL TERMS

These Terms of Service (“Terms”) govern access to and use of the Services provided by Zenno AI Inc (“Nexie,” “Company,” “we,” “us,” or “our”). By creating an account, accepting an order, or accessing or using the Services, you agree to these Terms on behalf of yourself or the business you represent.

The agreement between you and Nexie consists of these Terms, any order form or online subscription selection (“Order Form”), our Privacy Policy, any Data Processing Addendum entered into or made available for the Services (“DPA”), and any additional terms expressly incorporated by reference (collectively, the “Agreement”).

If there is a conflict, the following order of precedence applies: (1) the applicable Order Form, (2) the DPA for matters concerning personal data, (3) these Terms, and (4) other incorporated policies or documentation.

We may update the Agreement from time to time. We will provide reasonable advance notice of material changes when practicable, including by email, through the Services, or by posting an updated version. Continued use after the effective date of an update constitutes acceptance of the revised Agreement.

2. BUSINESS USE, ELIGIBILITY, AND THE SERVICES

The Services provide AI-powered email marketing, campaign creation, analysis, optimization, automation, and related technologies for businesses and agencies. The Services are intended only for business or professional use, not for personal, family, or household use.

You must be at least 18 years old and legally able to enter into a binding agreement. If you accept the Agreement for an organization, you represent that you have authority to bind that organization.

Subject to the Agreement and payment of applicable fees, Nexie grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to access and use the Services during your subscription term for your internal business purposes and, where expressly permitted under Section 3, for authorized client accounts.

You are responsible for configuring the Services, reviewing applicable documentation, and maintaining the hardware, software, internet access, connected accounts, and other resources needed to use the Services. Any setup assistance or recommendations provided by Nexie are not legal advice.

The Services are not designed for uses subject to HIPAA, FISMA, the Gramm-Leach-Bliley Act, or similar sector-specific requirements unless Nexie expressly agrees otherwise in writing. You must not use the Services to process regulated data requiring protections that Nexie has not expressly agreed to provide.

3. ACCOUNTS, AUTHORIZED USERS, AND AGENCY USE

You must provide accurate, current, and complete account and billing information. You are responsible for safeguarding credentials and for all activities and charges occurring through your account, including the activities of employees, contractors, affiliates, and other persons you authorize to use the Services (“Authorized Users”).

You must use commercially reasonable efforts to prevent unauthorized access and must promptly notify Nexie at legal@nexie.ai if you discover or reasonably suspect unauthorized access, credential compromise, or another security incident affecting your account.

Agency and Client Accounts

If you use the Services as an agency, consultant, or service provider for a client, you represent and warrant that you have the client’s authorization to access its accounts, process its data, configure campaigns, and take the actions you direct Nexie to take. You are responsible for your clients’ and Authorized Users’ compliance with the Agreement.

As between Nexie and the applicable client, the client retains ownership of its Customer Data. Agency access does not transfer ownership of client data to the agency. Nexie may rely on permissions and instructions submitted through the account until access is revoked or Nexie receives legally sufficient notice of a dispute.

You may not resell or provide the Services on a standalone basis unless Nexie has authorized that activity in an Order Form or separate written partner or reseller agreement.

4. SUBSCRIPTIONS, FEES, TAXES, AND CANCELLATION

Paid subscriptions automatically renew for successive billing periods unless canceled before the applicable renewal date. By providing a payment method, you authorize Nexie and its payment processors to charge all recurring fees, usage-based fees, overages, and other amounts disclosed in your plan, account, or Order Form.

If Nexie offers a free trial or promotional period, the duration and applicable limitations will be stated at enrollment. Unless you cancel before the trial or promotion ends, the paid subscription selected at enrollment may begin automatically.

Usage limits, contact limits, email-volume limits, and overage or upgrade rules will be described in the applicable plan, account, pricing page, or Order Form. Nexie may restrict usage or move an account to an applicable usage tier where the disclosed plan terms permit it.

Except where required by law or expressly stated in an Order Form, fees are prepaid and non-refundable, and cancellation takes effect at the end of the current paid term. You remain responsible for fees incurred before cancellation or termination.

Fees exclude applicable sales, use, value-added, withholding, and similar taxes. You are responsible for applicable taxes other than taxes based on Nexie’s net income. Failed or overdue payments may result in suspension or termination.

Nexie may change fees upon reasonable advance notice. Fee changes ordinarily apply at the beginning of the next renewal term. Billing disputes must be submitted in good faith within sixty (60) days after the applicable charge.

5. NEXIE INTELLECTUAL PROPERTY AND SERVICE LICENSE

Nexie and its licensors own all right, title, and interest in the Services and related software, source code, interfaces, designs, documentation, models, algorithms, prompts, agents, workflows, templates, methods, trademarks, and improvements (“Nexie Technology”). No ownership rights in Nexie Technology are transferred to you.

You may not, except to the extent a restriction is prohibited by law:

• copy, modify, translate, create derivative works of, reverse engineer, decompile, or disassemble the Services;
• sell, sublicense, rent, lease, distribute, or make the Services available to unauthorized third parties;
• circumvent security, usage, access, or rate limitations;
• access the Services to build, benchmark, or train a competing product or service, or disclose non-public performance testing without Nexie’s written consent;
• remove proprietary notices or use Nexie’s names, marks, or branding without permission; or
• interfere with the security, integrity, availability, or performance of the Services.

All rights not expressly granted under the Agreement are reserved by Nexie and its licensors.

6. CUSTOMER DATA, CUSTOMER CONTENT, AND FEEDBACK

“Customer Data” means data, contact information, campaign content, brand assets, product information, prompts, inputs, account configurations, and other materials submitted to or made available through the Services by you, your Authorized Users, your clients, or connected services.

As between you and Nexie, you retain all right, title, and interest in Customer Data. You grant Nexie a limited, non-exclusive, worldwide license to host, copy, transmit, process, display, and otherwise use Customer Data only as reasonably necessary to provide, maintain, secure, support, and improve the Services, comply with law, and enforce the Agreement.

You are responsible for the accuracy, quality, legality, and means by which Customer Data was obtained. You represent that you have all rights, permissions, notices, and consents necessary for Nexie and its subprocessors to process Customer Data as contemplated by the Agreement.

Customer Data uploaded to a private account is not public content and will not be treated as a public forum contribution. Nexie will not sell Customer Data. Nexie may create and use aggregated or de-identified information that does not identify you, your clients, your recipients, or any natural person for analytics, security, benchmarking, and product improvement.

If you provide suggestions, comments, or other feedback about the Services, you grant Nexie a perpetual, irrevocable, worldwide, royalty-free right to use that feedback without restriction or compensation. Nexie will not publicly use your name, logo, or trademarks as a customer reference without permission.

7. AI FEATURES, OUTPUTS, AND AUTOMATED ACTIONS

The Services may include features that generate, analyze, recommend, optimize, personalize, or take actions using artificial intelligence or machine learning (“AI Features”). AI Features may use models or infrastructure supplied by third-party providers acting as Nexie subprocessors.

As between you and Nexie, and to the extent permitted by applicable law, you retain ownership of inputs submitted to AI Features and own outputs generated for your account (“AI Outputs”). Nexie assigns to you any rights it may have in those AI Outputs. This does not transfer ownership of Nexie Technology or third-party models.

AI Outputs may be inaccurate, incomplete, biased, misleading, non-unique, or unsuitable for your circumstances. Similar or identical output may be generated for other customers. You are responsible for reviewing AI Outputs using human judgment before using, approving, publishing, or relying on them.

You are solely responsible for verifying recipient selections, sender information, product claims, prices, discounts, promotional terms, legal disclosures, and other campaign elements. Nexie does not guarantee that AI Outputs are copyrightable, original, non-infringing, error-free, or effective.

Where you configure the Services to create, modify, schedule, or send email campaigns within specified permissions, rules, approvals, or guardrails, you authorize Nexie to take those actions on your behalf. Actions performed within those configured permissions are treated as authorized by you, and you remain responsible for the resulting campaign.

Nexie may modify, limit, suspend, replace, or discontinue an AI Feature where a provider changes its terms or availability, or where Nexie reasonably determines that continued provision creates a legal, safety, security, or operational risk.

8. EMAIL MARKETING COMPLIANCE

You are solely responsible for your email campaigns, recipients, consent records, sender identity, content, offers, disclosures, targeting decisions, and compliance with applicable laws, regulations, industry standards, and third-party platform rules.

You represent and warrant that:

• you have all rights, permissions, notices, and consents required to collect, upload, process, and use each recipient’s information and to send the applicable communications;
• you will not use purchased, rented, scraped, harvested, or otherwise unlawfully obtained contact lists;
• you will not send marketing messages to persons who have opted out, unsubscribed, or withdrawn permission;
• you will maintain accurate consent and suppression records and ensure that opt-outs are properly synchronized with Nexie and connected providers;
• you will maintain a legally sufficient privacy policy that accurately describes your collection and use of recipient data and your use of service providers such as Nexie;
• sender information, subject lines, claims, prices, discounts, promotions, and other campaign content will be accurate, lawful, substantiated where required, and not misleading; and
• you will honor the terms of coupons, promotions, discounts, guarantees, and other offers communicated through the Services.

Nexie does not determine whether a recipient may lawfully be contacted, does not provide legal advice, and does not certify any campaign, audience, consent record, privacy notice, or marketing practice as legally compliant.

9. ACCEPTABLE USE

You and your Authorized Users may not use the Services to:

• send spam, unsolicited communications, phishing, spoofing, fraudulent offers, deceptive claims, or messages that misrepresent identity or origin;
• violate privacy, data protection, advertising, consumer protection, intellectual property, export-control, sanctions, or other applicable laws;
• promote unlawful activity, terrorism, violent extremism, child exploitation, hate, violence, discrimination, or materially harmful deception;
• transmit pornography, non-consensual intimate content, defamatory, threatening, harassing, or abusive material;
• transmit malware, malicious code, credential theft mechanisms, or content designed to disrupt or compromise systems;
• upload payment-card data, government identification numbers, health or medical data, precise authentication credentials, special-category personal data, or other highly sensitive information unless Nexie has expressly authorized that data type in writing;
• infringe, misappropriate, or violate third-party intellectual property, privacy, publicity, confidentiality, or other rights;
• create multiple accounts or manipulate usage to evade fees, limits, suspension, or enforcement; or
• use the Services for a prohibited or high-risk industry or activity that violates the requirements of Nexie’s infrastructure, hosting, or email-delivery providers.

The prohibited activities listed above are not exhaustive. Nexie may maintain additional reasonable usage rules in product documentation or an acceptable use policy incorporated into the Agreement.

10. DELIVERABILITY, MONITORING, AND SUSPENSION

Nexie does not guarantee delivery, inbox placement, sender reputation, rendering in all email clients, open rates, click rates, conversions, or acceptance by any mailbox, email service, hosting, or connected provider.

Nexie may monitor account activity, campaign content, complaint rates, bounces, unsubscribes, unusual sending patterns, and other signals to protect recipients, shared infrastructure, sender reputation, and the Services. Nexie has no general obligation to pre-screen campaigns or recipient lists.

Nexie may block, delay, throttle, pause, investigate, restrict, suspend, or terminate campaigns or access where Nexie reasonably believes that use of the Services:

• violates the Agreement, applicable law, or third-party policies;
• involves purchased, scraped, unauthorized, or materially poor-quality contact data;
• creates high complaint, bounce, abuse, fraud, security, deliverability, or reputational risk;
• threatens the integrity, availability, or performance of the Services or another customer’s use; or
• involves unpaid fees, inaccurate account information, compromised credentials, or a legal prohibition.

Queued or scheduled messages may not be delivered during a restriction or suspension. Suspension does not relieve you of payment obligations already incurred, and Nexie will not be liable for losses caused by a suspension permitted under this section.

11. THIRD-PARTY SERVICES AND INTEGRATIONS

The Services may connect with ecommerce platforms, email service providers, data platforms, analytics tools, advertising platforms, and other third-party products, APIs, and services (“Third-Party Services”).

By enabling an integration, you instruct and authorize Nexie to access, receive, transmit, modify, and act upon information in the connected Third-Party Service as reasonably necessary to provide the enabled functionality. You are responsible for maintaining valid accounts, credentials, permissions, and agreements with the applicable providers.

Third-Party Services are governed by their own terms and policies. Nexie does not control and is not responsible for their availability, security, accuracy, data, functionality, API changes, policy changes, outages, account suspensions, or other acts or omissions.

An integration may become unavailable, limited, or discontinued at any time. Nexie may modify or discontinue an integration without liability. Disconnecting an integration may not immediately delete information previously synchronized to the Services.

12. PRIVACY, DATA PROCESSING, AND SECURITY

Nexie’s processing of account, website, and business-contact information is described in our Privacy Policy. To the extent Nexie processes personal data contained in Customer Data on your behalf, you act as the controller or business and Nexie acts as the processor or service provider, as applicable.

The DPA, if made available on the Site or otherwise entered into by the parties, is incorporated into the Agreement and governs processing of personal data. Nexie may use subprocessors, including hosting, infrastructure, analytics, support, email-delivery, and AI providers, subject to the DPA.

Nexie will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. No system is completely secure, and Nexie does not guarantee that security incidents will never occur.

You are responsible for establishing a lawful basis for processing Customer Data, providing required notices, responding to data-subject requests concerning your recipients, and configuring the Services consistently with your legal obligations.

13. CONFIDENTIALITY

“Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that reasonably should be understood to be confidential based on its nature or the circumstances of disclosure. Customer Data, campaign strategy, performance information, product plans, pricing, security information, and non-public Nexie Technology are Confidential Information.

The receiving party will use the disclosing party’s Confidential Information only to exercise rights and perform obligations under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, professional advisers, and subprocessors who need to know it and are subject to confidentiality obligations.

Confidentiality obligations do not apply to information that the receiving party can demonstrate is publicly available without breach, was lawfully known without restriction, was lawfully received from a third party without a duty of confidentiality, or was independently developed without use of the Confidential Information.

A receiving party may disclose Confidential Information where legally required, provided it gives advance notice when legally permitted and reasonably assists the disclosing party in seeking protective treatment. Each party may seek injunctive relief for an actual or threatened breach of this section.

14. TERM, TERMINATION, AND DATA RETRIEVAL

The Agreement begins when you accept it, create an account, or first use the Services and continues until all subscriptions and Order Forms have expired or been terminated.

You may stop using the Services and cancel a subscription as described in your account or Order Form. Nexie may suspend or terminate access for material breach, non-payment, legal or security risk, abuse, or discontinuation of the Services. Where reasonably practicable, Nexie may provide an opportunity to cure a remediable breach.

Upon termination, your right to use the Services ends, and all outstanding fees become due. You are responsible for exporting Customer Data before termination or during any post-termination retrieval period stated in the applicable plan, documentation, or Order Form.

After the applicable retrieval period, Nexie may delete Customer Data from active systems, subject to legal retention requirements, security obligations, dispute preservation, and ordinary backup cycles. You remain responsible for maintaining copies of campaign records, consent records, suppression lists, and other information required for legal or business purposes.

Sections that by their nature should survive termination will survive, including ownership, fees owed, confidentiality, disclaimers, limitations of liability, indemnification, dispute resolution, and general provisions.

15. SERVICE CHANGES, AVAILABILITY, AND BETA FEATURES

Nexie may continually develop and modify the Services, including adding, changing, or removing features. Nexie may suspend or discontinue all or part of the Services where reasonably necessary. Unless an Order Form or service-level agreement expressly states otherwise, no specific uptime or support commitment applies.

Scheduled and unscheduled downtime, maintenance, system failures, internet failures, provider outages, and other interruptions may occur. Nexie is not liable for delays or failures caused by circumstances beyond its reasonable control.

Features identified as alpha, beta, preview, experimental, limited release, or similar are provided for evaluation, may be less reliable or complete, may change without notice, and may be discontinued at any time. You should not rely on beta features for critical operations.

Nexie may correct typographical errors, inaccuracies, pricing errors, availability information, and other mistakes in the Services or related materials.

16. DISCLAIMERS

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, AI FEATURES, AI OUTPUTS, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEXIE DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT.

NEXIE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR SUITABLE FOR YOUR REQUIREMENTS; THAT DATA OR OUTPUTS WILL BE ACCURATE OR COMPLETE; OR THAT ANY CAMPAIGN WILL ACHIEVE A PARTICULAR BUSINESS, REVENUE, DELIVERABILITY, ENGAGEMENT, OR CONVERSION RESULT.

NEXIE DOES NOT PROVIDE LEGAL, TAX, FINANCIAL, OR REGULATORY ADVICE. YOU ARE RESPONSIBLE FOR OBTAINING PROFESSIONAL ADVICE AND FOR DETERMINING WHETHER YOUR USE OF THE SERVICES COMPLIES WITH APPLICABLE LAW.

17. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER NEXIE NOR ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEXIE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR SERVICES WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO NEXIE FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

The exclusions and limitations above do not apply to the extent prohibited by law and do not limit liability that cannot legally be limited, including liability for fraud or willful misconduct where such limitation is prohibited. Some jurisdictions do not allow certain limitations, so some provisions may not apply to you.

18. INDEMNIFICATION

You will defend, indemnify, and hold harmless Nexie, its affiliates, and their officers, directors, employees, agents, and licensors from third-party claims, damages, losses, liabilities, penalties, costs, and reasonable attorneys’ fees arising out of or relating to:

• Customer Data, campaign content, recipient lists, consent records, products, services, claims, offers, or promotions;
• your, your Authorized Users’, or your clients’ use of the Services;
• a breach of the Agreement or applicable law;
• an allegation that Customer Data or a campaign infringes or violates a third party’s rights; or
• spam, privacy, advertising, consumer-protection, deliverability, or regulatory claims arising from campaigns or instructions submitted through your account.

Nexie may assume control of the defense of a matter subject to indemnification, at your expense, and you will reasonably cooperate. You may not settle a claim in a manner that admits fault by or imposes obligations on Nexie without Nexie’s written consent.

19. GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law

The Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

Informal Resolution

Before initiating arbitration, each party will provide written notice of the dispute and attempt in good faith to resolve it through informal negotiations for at least thirty (30) days.

Binding Arbitration

Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration may be conducted through documents, video, telephone, or in person and, unless the parties agree otherwise or applicable rules require otherwise, will take place in San Francisco County, California.

THE PARTIES UNDERSTAND THAT ARBITRATION REPLACES THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL. Arbitration will be conducted only on an individual basis. To the fullest extent permitted by law, disputes may not be consolidated or brought as class, collective, coordinated, or representative actions.

Either party may seek relief in small-claims court where eligible and may seek temporary or injunctive relief in court for unauthorized access, misuse of intellectual property, breach of confidentiality, or another matter requiring immediate equitable relief.

Court proceedings permitted under this section, and proceedings to compel arbitration or confirm, modify, or vacate an award, must be brought in the state courts located in San Francisco County, California, or the United States District Court for the Northern District of California.

20. ELECTRONIC COMMUNICATIONS AND CALIFORNIA NOTICE

You consent to receive agreements, notices, disclosures, invoices, and other communications electronically, including by email and through the Services. Electronic communications and signatures satisfy legal requirements that communications or agreements be in writing.

If a complaint is not satisfactorily resolved, California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

21. GENERAL TERMS

The parties are independent contractors. The Agreement does not create a partnership, joint venture, employment, fiduciary, franchise, or legal agency relationship. Nexie’s execution of authorized automated actions does not make Nexie your legal agent, sender, advertiser, or merchant.

You may not assign the Agreement without Nexie’s prior written consent, except in connection with a merger, reorganization, or sale of substantially all assets where the assignee agrees to be bound by the Agreement. Nexie may assign the Agreement to an affiliate or in connection with a merger, financing, reorganization, or sale of its business or assets.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, labor disputes, internet or utility failures, cyberattacks, governmental actions, war, terrorism, epidemics, and provider outages.

If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary and the remaining provisions will remain effective. Failure to enforce a provision is not a waiver. There are no third-party beneficiaries except indemnified parties.

The Agreement constitutes the entire agreement concerning the Services and supersedes prior discussions and representations about them. Headings are for convenience only. Notices to Nexie must be sent to legal@nexie.ai. Notices to you may be sent to the account email address or delivered through the Services.

You may not access or use the Services in violation of United States or other applicable export-control laws, economic sanctions, or embargoes.

22. CONTACT US

Questions, complaints, or legal notices concerning the Services or these Terms may be sent to: