Terms of Service

1. Contracting Party and Scope

These Terms form a binding agreement between Zavin Technologies (and its affiliates, where applicable) and the customer entity or authorized user ("Customer", "you", or "your"). If a separate written agreement (such as a Master Services Agreement) exists, that agreement controls to the extent of conflict.

2. Eligibility and Account Security

• You must be legally capable of entering contracts and use Zavin only for lawful business purposes.
• You are responsible for account credentials, role assignments, and all activity under your accounts.
• You must promptly notify Zavin of suspected unauthorized access, compromise, or misuse.

3. Services and Service Changes

Zavin provides AI-assisted freight workflow capabilities, analytics, integrations, and related tooling. We may update, improve, or discontinue features, provided we do not materially reduce core contracted functionality without reasonable notice where required.

4. Customer Data and Rights

• You retain ownership of Customer Data submitted to Zavin.
• You grant Zavin a limited license to process Customer Data solely to provide, maintain, secure, and improve the services in accordance with applicable law and contractual commitments.
• You represent you have all rights and permissions needed to submit Customer Data and instruct Zavin to process it.

5. Acceptable Use and Prohibited Conduct

You agree not to:

• Use Zavin to violate laws, sanctions, export controls, anti-corruption rules, or third-party rights.
• Attempt to bypass security controls, probe infrastructure, or interfere with service availability.
• Upload malicious code, conduct abusive scraping, or reverse engineer protected service components except where legally non-waivable rights apply.
• Use outputs to create deceptive, unlawful, discriminatory, or harmful outcomes.

6. AI Outputs and Operational Responsibility

Zavin may generate recommendations, classifications, and draft operational outputs. AI outputs may be incomplete or inaccurate. You are solely responsible for validating outputs before quoting, contracting, customs filing, booking, invoicing, or any operational or legal reliance.

7. Compliance Obligations

Each party is responsible for compliance with laws applicable to its own business, including privacy, employment, trade, anti-bribery, customs, and tax laws. Zavin does not provide legal, customs, tax, accounting, or regulatory advice through the service.

8. Third-Party Services and Integrations

Integrations with third-party services are optional and may be governed by third-party terms. Zavin is not responsible for third-party services, availability, security posture, or data handling once data is processed outside Zavin-controlled environments.

9. Fees, Billing, and Taxes

Fees, billing cycles, renewal terms, and usage limits are described in your order form or subscription terms. Unless stated otherwise, fees are non-refundable and exclusive of taxes, duties, or government charges, which are your responsibility except for taxes based on Zavin net income.

10. Intellectual Property

• Zavin and its licensors own all rights, title, and interest in the services, software, models, documentation, and related intellectual property.
• No rights are granted except as expressly stated in these Terms.
• Feedback you provide may be used by Zavin without restriction or compensation, provided we do not disclose your confidential information in doing so.

11. Confidentiality

Each party may receive non-public information from the other. Recipients must protect confidential information using reasonable safeguards, use it only for contractual purposes, and disclose it only to personnel and subprocessors with a need to know and binding confidentiality obligations.

12. Warranties Disclaimer

To the fullest extent permitted by law, the services are provided on an "as is" and "as available" basis. Zavin disclaims all implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.

13. Limitation of Liability

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost data, loss of goodwill, or business interruption. Except for excluded liabilities that cannot be limited by law, each party's aggregate liability arising out of or related to these Terms is limited to fees paid or payable by Customer to Zavin for the services in the twelve (12) months preceding the event giving rise to the claim.

14. Indemnification

You will defend and indemnify Zavin and its affiliates, officers, directors, employees, and agents from third-party claims arising from your Customer Data, your use of the services in violation of these Terms, or your violation of law or third-party rights, except to the extent caused by Zavin's gross negligence or willful misconduct.

15. Suspension and Termination

Zavin may suspend access if required to prevent security risk, legal exposure, fraud, abuse, or material breach. Either party may terminate for material breach not cured within a reasonable cure period, or as otherwise agreed in writing. Upon termination, rights to use the services cease, subject to any contractual data export window.

16. Export Controls and Sanctions

You may not use or access Zavin in violation of export control laws or sanctions regimes. You represent that you are not prohibited from receiving the services under applicable trade restrictions.

17. Governing Law and Dispute Resolution

These Terms are governed by the law specified in your order form or principal contracting entity terms, excluding conflict-of-law rules. Disputes will be resolved in the agreed venue, and each party consents to the applicable jurisdiction and forum where legally enforceable.

18. General Provisions

• Neither party may assign these Terms without required consent, except in connection with a permitted corporate transaction.
• If any provision is unenforceable, the remaining provisions remain in effect.
• Failure to enforce a provision is not a waiver.
• These Terms and referenced documents are the complete agreement for the subject matter they cover.