Terms of Service

1. Overview

zapROI, Inc. (“zapROI,” “Company,” “we,” “us,” or “our”) is a U.S.-based C Corporation providing AI-driven consulting and automation services to businesses. Our solutions help organizations streamline workflows, integrate AI-powered tools, and optimize business processes through automation.

We work with businesses of various sizes and industries, offering customized automation strategies, AI-based data processing, and integration with third-party platforms. Our services are designed to improve operational efficiency, reduce manual effort, and leverage the power of artificial intelligence for smarter decision-making.

zapROI operates internationally and serves clients through direct consulting, AI-driven solutions, and custom workflow automation. By using our services, users agree to comply with these Terms of Service.

2. User Responsibilities

By using zapROI’s services, you agree to comply with all applicable laws and regulations, including but not limited to those governing data privacy, intellectual property, and ethical use of automation technologies.

Prohibited Uses

Users may not use zapROI’s services for:

• Engaging in fraudulent, deceptive, or illegal activities.

• Spamming, phishing, or distributing malware.

• Creating or promoting harmful, discriminatory, or unethical content.

• Violating the intellectual property rights of others.

• Interfering with or attempting to disrupt zapROI’s services or third-party integrations.

zapROI reserves the right to suspend or terminate services for users who engage in prohibited activities.

User-Provided Data

Users are responsible for ensuring they have the legal right to provide any data shared with zapROI. If your use of zapROI’s services involves personal, proprietary, or sensitive business data, you should review our Privacy Policy to understand how such data is handled.

AI Reliance Disclaimer

Some zapROI services incorporate AI-driven automation and AI-generated outputs. While we strive for accuracy, AI-generated content or recommendations should not be solely relied upon without human verification. Users are responsible for reviewing and validating results before acting upon them.

Third-Party Integrations

zapROI’s services may integrate with third-party platforms (e.g., OpenAI, Zapier, Wix). Users must comply with the terms of those third-party services when using zapROI’s automation solutions. zapROI is not responsible for any changes, limitations, or disruptions caused by third-party tools.

3. Payment & Fees

Pricing Structure

zapROI offers both free and paid services. While some tools (such as the Flowchart Generator) may be provided at no cost, premium services—including AI consulting, automation solutions, and integrations—require payment. Pricing may vary based on the type of service, with the following models available:

• One-time payments for standalone services or products.

• Subscription-based plans for ongoing access to specific features or services.

• Project-based pricing for customized automation solutions.

All pricing is subject to change at zapROI’s discretion.

Billing & Payments

• All payments must be made in United States Dollars (USD).

• zapROI accepts major credit cards, wire transfers, and other approved payment methods.

• For high-value transactions, zapROI reserves the right to limit certain payment methods or require alternative forms of payment.

Refunds, Cancellations, and Outstanding Payment Obligations

Refund policies may vary based on the service purchased. Customers should refer to zapROI’s Refund Policy (to be provided separately) for details on eligibility, processing, and any applicable cancellation fees.

Taxes & Fees

• Users are responsible for any applicable taxes, including but not limited to sales tax, VAT, or other local duties, based on their jurisdiction.

• Pricing may be listed as either inclusive or exclusive of taxes, depending on the service and location. Customers should review their invoices carefully.

Late Payments & Service Suspension

• Failure to make payments on time may result in service suspension or termination.

• Late fees may apply for overdue invoices, and unpaid balances may be subject to collection efforts.

4. Service Limitations

zapROI strives to provide reliable and effective AI-driven automation services, but certain limitations apply.

No Guaranteed Uptime

While zapROI aims for high availability, we do not guarantee uninterrupted service. Some services rely on third-party platforms (e.g., OpenAI, Zapier,  AirTable, Wix), and zapROI cannot be held responsible for downtime, interruptions, or service disruptions caused by these external providers. In the event of outages, we will make reasonable efforts to restore service as quickly as possible.

Modifications & Discontinuation

zapROI reserves the right to modify, suspend, or discontinue any service, feature, or pricing at any time. When feasible, we will provide advance notice of significant changes. However, certain modifications may be made without prior warning if necessary.

Accuracy & Reliability Disclaimer

Some zapROI services incorporate AI-generated outputs and real-time regulatory data retrieval. While we strive for accuracy, we do not guarantee the completeness, correctness, or reliability of AI-driven responses or automated results. Users must independently verify all AI-generated content before relying on it for business or compliance purposes.

Third-Party Dependencies

zapROI integrates with third-party tools and platforms, including but not limited to OpenAI, Zapier, AirTable and Wix. We are not responsible for limitations, outages, changes, or disruptions in those third-party services. Users are encouraged to review the terms of these third-party providers when using integrated services.

Fair Usage Policy

To ensure service quality and prevent abuse, zapROI enforces a fair usage policy. Users may not engage in excessive, abusive, or exploitative use of zapROI’s services, including but not limited to excessive API calls, automation overload, or disproportionate use of free-tier resources. zapROI reserves the right to limit, suspend, or terminate accounts that violate this policy.

Beta & Experimental Features

zapROI may release beta or experimental features from time to time. These features are provided on an "as-is" basis with no guarantees of stability or long-term availability. zapROI reserves the right to modify or remove beta features at any time without notice.

5. Liability & Disclaimers

Limitation of Liability

To the maximum extent permitted by law, zapROI’s total liability for any claims arising from the use of its services shall be limited to the amount paid by the customer for the services in the six (6) months preceding the claim. This limitation applies regardless of the legal theory under which the claim is brought, including breach of contract, negligence, or other causes of action.

Exclusion of Certain Damages

zapROI shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost data, business interruption, or reputational harm, even if zapROI has been advised of the possibility of such damages.

AI & Automation Risks

zapROI’s services may involve AI-generated outputs and automated workflows. While we strive for accuracy and reliability, we do not guarantee that AI-generated content, automation results, or other outputs will always be error-free, up-to-date, or legally compliant. Customers must independently verify and validate AI-generated outputs before relying on them for business decisions.

Service Performance & Customer Responsibilities

zapROI makes reasonable efforts to provide high-quality, functional, and effective automation and AI services. However, we do not warrant that our services will be uninterrupted, error-free, or suitable for every customer’s specific needs.

Customers are responsible for:

• Properly configuring and verifying the outputs of automation workflows.

• Ensuring that AI-generated content aligns with their business requirements and compliance obligations.

• Taking appropriate precautions when relying on automation for critical business operations.

Third-Party Services Disclaimer

zapROI integrates with third-party platforms (e.g., OpenAI, Zapier, Wix), but we do not control or guarantee the functionality, availability, or security of these services. zapROI shall not be held responsible for disruptions, data loss, or other issues caused by third-party tools.

No Absolute Guarantees

zapROI provides its services in good faith and makes commercially reasonable efforts to ensure reliability and performance. However, we do not guarantee that our services will always be perfect, free of defects, or meet every customer’s specific needs.

6. Termination Policy

Termination by zapROI

zapROI reserves the right to suspend or terminate a user’s access to services at any time, with or without notice, for the following reasons:

• Non-payment of fees or failure to resolve outstanding balances.

• Violation of these Terms of Service, including abuse of services or prohibited activities.

• Engagement in fraudulent, illegal, or unethical activities using zapROI’s services.

• Excessive or abusive use of resources, violating zapROI’s fair usage policy.

• Any other reason at zapROI’s reasonable discretion to protect the integrity of its services.

In cases involving legal violations, fraud, or abuse, termination may be immediate and without prior notice. For non-payment or policy violations, zapROI may provide a notice period, allowing users a reasonable opportunity to resolve the issue before termination.

User-Initiated Termination

Users may cancel their accounts or discontinue services at any time. However, refunds for unused services are not guaranteed and will only be provided if explicitly stated in a separate contract or refund policy. Subscription-based services may continue until the end of the current billing cycle unless otherwise specified.

Effect of Termination

• Upon termination, users immediately lose access to zapROI’s services and related resources.

• Any outstanding balances remain due, and zapROI reserves the right to take collection actions if necessary.

• zapROI may retain or delete user data based on applicable legal, regulatory, and contractual obligations.

Survival of Terms

Certain provisions of these Terms of Service shall survive termination, including but not limited to:

• Limitation of Liability & Disclaimers (Section 5)

• Intellectual Property Rights (Section 7)

• Outstanding Payment Obligations (Section 3)

• Dispute Resolution & Governing Law (Section 9)

By using zapROI’s services, users acknowledge and agree to these termination terms.

7. Intellectual Property

Ownership of zapROI’s Proprietary Methods & Automation Frameworks

zapROI retains full ownership of all proprietary automation frameworks, AI models, workflows, and methodologies developed for clients. While clients may use these solutions as part of zapROI’s services, they do not acquire ownership rights over zapROI’s automation processes, proprietary prompts, training data, or AI configurations.

Client Data & Output

Clients retain ownership of their original content, data, and outputs generated using zapROI’s services. By using zapROI’s services, clients grant zapROI a limited license to process their data solely for the purpose of delivering automation and AI-powered solutions. zapROI does not claim ownership over client-generated data.

License to Use zapROI’s Automations

For custom-built automations, zapROI grants clients a non-exclusive, non-transferable license to use the automation as configured. However, clients may not:

• Copy, modify, or duplicate zapROI’s automation workflows, AI models, or proprietary processes.

• Resell, sublicense, or distribute zapROI’s automation frameworks to third parties.

• Attempt to reverse-engineer, extract, or reconstruct zapROI’s proprietary AI models, workflows, or automation logic.

If a client requests an automation to be built on their own third-party accounts (e.g., Zapier, OpenAI, Airtable), zapROI provides no warranties or guarantees regarding long-term functionality, performance, or compatibility unless otherwise specified in a separate service agreement.

Use of zapROI’s Branding & Trademarks

Clients may not use zapROI’s name, logo, or branding for promotional purposes without prior written permission. Additionally, clients may not misrepresent zapROI’s role in their automation processes or imply an endorsement without explicit authorization.

Restrictions on Reverse Engineering & Unauthorized Use

To protect zapROI’s proprietary methods and automation configurations, clients are prohibited from:

• Reverse engineering or attempting to deconstruct zapROI’s automation logic.

• Using zapROI’s deliverables to create competing automation solutions.

• Accessing zapROI’s proprietary software, AI configurations, or automation frameworks beyond the intended scope of use.

zapROI reserves the right to take legal action against unauthorized reproduction, redistribution, or modification of its intellectual property.

8. Data Processing & Privacy

Privacy Policy Reference

zapROI values your privacy and takes data security seriously. Our Privacy Policy explains how we collect, use, and protect personal and business data. By using zapROI’s services, you acknowledge that you have read and understood our Privacy Policy.

Third-Party Data Processing

zapROI’s services integrate with third-party platforms (e.g., OpenAI, Zapier, AirTable, Wix), which may process user data as part of our automation workflows. While zapROI selects reputable providers, we do not control or assume liability for how these third parties handle data. Users should review the privacy policies of third-party services they choose to integrate with zapROI.

User Consent & Data Usage

By using zapROI’s services, users grant zapROI implied consent to collect, process, and store data as described in our Privacy Policy. This may include business data, automation inputs, and AI-generated outputs required to deliver our services.

Data Security & Disclaimer

zapROI takes reasonable measures to secure user data and prevent unauthorized access. However, no system is 100% secure, and zapROI cannot guarantee absolute protection against security breaches. Users assume responsibility for safeguarding sensitive data shared with zapROI.

Compliance with GDPR & CCPA

For users in jurisdictions with data protection laws (e.g., General Data Protection Regulation (GDPR) in the EU and California Consumer Privacy Act (CCPA) in the U.S.), zapROI recognizes that individuals may have rights related to data access, correction, deletion, and portability. Requests regarding personal data should be directed to [info@zaproi.com] for review in accordance with applicable laws.

zapROI does not sell or rent user data, and we process personal information solely as necessary to provide our services.

9. Dispute Resolution

Governing Law

These Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Wyoming, without regard to conflict of law principles.

Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms of Service, zapROI’s services, or any related matter shall be exclusively resolved through binding arbitration. The arbitration shall be conducted by a neutral arbitrator under the rules of the American Arbitration Association (AAA) or another mutually agreed arbitration provider.

By using zapROI’s services, you waive your right to file a lawsuit in court except for small claims matters or claims seeking injunctive relief.

Class Action Waiver

To the fullest extent permitted by law, all disputes must be brought on an individual basis. You waive any right to participate in a class action lawsuit or class-wide arbitration against zapROI.

Dispute Venue & Flexibility

Although Wyoming law governs these Terms of Service, zapROI reserves the right to select the location for arbitration or dispute resolution based on where the company is registered or primarily operates. Unless otherwise agreed, arbitration hearings shall take place virtually or in a mutually agreed location.

Mediation Requirement

Before initiating arbitration, both parties agree to first attempt to resolve the dispute through mediation. Mediation shall be conducted within 30 days of a written request by either party. If mediation does not resolve the issue, the dispute shall proceed to arbitration.

Exceptions to Arbitration

This arbitration agreement does not prevent zapROI from seeking injunctive relief or legal action in court to protect its intellectual property, enforce confidentiality obligations, or recover unpaid fees.

10. Changes to These Terms

zapROI reserves the right to update or modify these Terms of Service at any time. Updates will be posted on our website, and the “Effective Date” at the top of this document will reflect the latest revision.

Material vs. Minor Changes

• Material Changes: If an update significantly impacts your rights, obligations, or the way zapROI operates (e.g., changes to payment terms, dispute resolution, or data processing), we will make reasonable efforts to notify users in advance, such as by email or an announcement on our website.

• Minor Changes: Updates that clarify existing terms, correct errors, or make minor adjustments may be made without prior notice.

User Acceptance of Updates

By continuing to use zapROI’s services after an update takes effect, you agree to be bound by the revised Terms of Service. If you do not agree to the updated terms, you must discontinue use of zapROI’s services.

11. Contact Information

If you have any questions about these Terms of Service, need assistance, or wish to submit a dispute, you may contact zapROI through the following channels:

• Email: info@zaproi.com

• Phone: +1 (424) 272-1575

• Website: [https://www.zaproi.com/]

For legal inquiries or formal notices regarding these Terms of Service, please contact us via email with the subject line “Legal Inquiry – Terms of Service” to ensure proper handling.