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The agreement between Zscaling Pvt. Ltd. and the organisation subscribing to ZsPRM — what each side must do, what each side owns, and what happens when something goes wrong.

Version 3.0 · Effective 21 August 2026 · Supersedes Version 2.0, 25 August 2025

Key Terms at a Glance

A summary for orientation. The numbered sections govern.

This table is a reading aid and is not a substitute for the Terms. Where it differs from a numbered Section, the Section prevails.

PointPositionSection
Who this bindsZscaling Pvt. Ltd. and the subscribing organisation1
Pricing modelPer workspace and per active campaign. Seats are unlimited from the Growth package upward.5
TermMonthly on Starter; annual on Growth, Business and Enterprise. Auto-renews unless cancelled at least 30 days before the next period begins.7
CancellationNotice must reach us at least 30 days before the next subscription period begins. Later than that and the next period renews and is payable.7.3
RefundsConsidered only if requested within 7 days of the payment. One-time setup fees are never refunded.6.4
Your dataYou own it. We process it on your instruction and do not sell it or add it to any shared dataset.9
Our dataWe own the Platform, the professional dataset and the scoring logic.17
AIAssists; never acts autonomously. Your data does not train shared models.13
Uptime and supportCommitted by package, with service credits for missed uptime.16, Annex B
Liability capFees paid in the 12 months before the claim, with the usual carve-outs.22
Law and disputesIndia. Arbitration seated in Pune, with carve-outs for IP and small claims.26
ExitExport your data for 90 days after termination, then deletion.7.5

1. Agreement and Acceptance

Who is bound, and how the documents fit together.

1.1 The parties

These Terms of Service (the “Terms”) are a binding agreement between Zscaling Pvt. Ltd. (“Zscaling”, “we”, “our” or “us”) and the organisation that subscribes to or uses the Service (“Customer”, “you” or “your”). If you accept these Terms on behalf of an organisation, you warrant that you have authority to bind it, and “you” means that organisation.

1.2 Acceptance

You accept these Terms by executing an Order Form that references them, by clicking to accept, or by accessing or using the Service. If you do not accept them, do not use the Service.

1.3 Order of precedence

These documents together form the agreement. In the event of conflict, the earlier prevails over the later:

RankDocument
1A signed Order Form, as to the commercial terms it expressly states
2The Data Processing Agreement
3These Terms, including Annex A (Acceptable Use) and Annex B (Service Levels)
4The Privacy Policy
5Any documentation or policy published within the Service

1.4 Eligibility

You represent that you are at least 18 years old, that you and your Authorised Users have capacity to contract, and that you are not barred from receiving the Service under any applicable export-control or sanctions law. The Service is offered to organisations for business purposes and is not offered to consumers.

2. Definitions

Each term is defined once, and used consistently.

Authorised UserAn individual you permit to access the Service under your subscription — an employee, or a contractor acting for you.
CampaignA configured outreach programme within the Service, being the unit by which capacity is purchased.
Customer DataAll data you or your Authorised Users upload to, or generate within, the Service, including contacts, leads, notes, tasks, events, and connected-mailbox content.
DocumentationThe product documentation published within the Service.
Order FormA written or electronic ordering document agreed between the parties that specifies packages, campaign capacity, fees and term.
OutputScores, stage assignments, signals, summaries, reports and analytics the Service generates in respect of Customer Data.
Personal DataAs defined in the Privacy Policy and the Data Processing Agreement.
PlatformThe ZsPRM web application, its iOS and Android applications, the APIs, and the underlying software and infrastructure.
Professional DatasetThe business-contact records Zscaling assembles from public and licensed sources, described in the Privacy Policy.
ServiceThe Platform, the Output, the Professional Dataset, any Professional Services, and any Beta Service.
Service MetadataOperational and usage data generated by delivering the Service, such as deliverability metrics, system logs and aggregate usage.
Third-Party ServiceAny product not provided by Zscaling that you connect to the Service, including your mailbox, calendar and CRM.

3. The Service

What we provide, and our right to change it.

3.1 What the Service does

The Service is a Prospect Relationship Manager. It qualifies prospect records, scores them against ideal-customer, intent and qualification frameworks, surfaces market and intent signals, supports outreach by email, telephone and professional networks, and exports qualified records to your own CRM. Modules include campaign orchestration, contact management, campaign summary and scoring, the per-lead workspace, intent and market intelligence, outreach, calendar and tasks, planning, workspace administration, billing and documentation.

3.2 Licence to you

Subject to these Terms and payment of the fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence, for the subscription term, to access and use the Service for your own internal business purposes, and to store and print Output for those purposes.

3.3 Changes to the Service

We may add, modify or remove features. Where a change materially reduces the core functionality of a package you have paid for, we will give at least 30 days’ notice, and if the change is materially adverse to you, you may terminate the affected subscription and receive a pro-rata refund of fees paid for the unused remainder of the term. We will not materially reduce the Service during a paid term without that right arising.

4. Accounts, Authorised Users and Security

Who may use the Service, and the security obligations on each side.

4.1 Authorised Users

Only your Authorised Users may access the Service. You are responsible for their acts and omissions as if they were your own. You must ensure each Authorised User is above the age of majority in their jurisdiction and complies with these Terms. You may not permit access by anyone who competes with Zscaling.

4.2 Account information

You must provide accurate account information and keep it current. Registration requires a business email address. Persistent inaccuracy may lead to suspension under Section 23.

4.3 Your security obligations

  • Credentials: Keep credentials confidential; do not share accounts between individuals.
  • Devices: Maintain current operating-system patching and active anti-malware on devices used to access the Service.
  • Offboarding: Revoke a departing user’s access within 24 hours of their departure.
  • Incident notice: Notify us within 72 hours of any security incident affecting your account, at [email protected].
  • Vulnerability reports: Report suspected vulnerabilities in the Service to [email protected] rather than disclosing them publicly. We will not pursue good-faith researchers who follow that route.

4.4 Our security obligations

We will maintain the technical and organisational measures described in the Privacy Policy and the Data Processing Agreement, including encryption in transit and at rest, tenant isolation, access control and audit logging. We do not warrant that the Service will be free from all security incidents, and Section 21 applies; but the obligation in this Section is a contractual commitment, not a disclaimer.

5. Subscriptions and Campaign Capacity

How the Service is licensed and metered.

5.1 Per workspace, not per seat

The Service is licensed per workspace and metered by the number of concurrent active Campaigns, as stated in your Order Form or selected in the Service. Seats are unlimited from the Growth package upward; adding an Authorised User does not increase the fee. The Starter package includes a stated number of seats.

5.2 Capacity limits

Each package includes a stated number of concurrent active Campaigns, a contact limit, and a monthly allowance of AI generations. Where a package is described as unlimited, use must remain consistent with normal business use of a single organisation; Annex A governs.

5.3 Additional capacity

You may add campaign capacity during a term, in-product or by Order Form. Additional capacity is charged from the date it is activated and renews with the parent subscription. Capacity may be reduced only at renewal.

5.4 AI generation allowances

Starter and Growth include a monthly allowance of AI generations. Business and Enterprise include unlimited generations, subject to Section 5.2. Allowances do not roll over and have no cash value.

5.5 One workspace per organisation

You may not open multiple workspaces to circumvent capacity limits or trial eligibility. Doing so is a material breach and may result in termination without refund.

6. Fees, Invoicing and Payment

What you pay, when, and what happens if you do not.

6.1 Fees

Fees are those stated in your Order Form or, for self-serve subscriptions, those displayed at the time of purchase. Fees are exclusive of taxes.

6.2 Payment

Self-servePayable in advance by card or other method offered at checkout, through our payment processor. Card details are handled by the processor and do not reach our systems.
InvoicedWhere an Order Form provides for invoicing, payment is due within 30 days of the invoice date unless the Order Form states otherwise.
Recurring authoritySubscriptions are backed by a payment mandate you authorise. If a mandate lapses we will notify you before the subscription is affected.
Late paymentInterest may be charged at 1.5% per month, or the maximum permitted by law if lower, together with reasonable costs of collection.
DisputesRaise any invoice dispute within 30 days of the invoice, in writing and with detail. We will not suspend the Service for an amount genuinely disputed in good faith while we work through it.

6.3 Taxes

You are responsible for all taxes arising from your purchase other than taxes on our net income. Where we are required to collect a tax we will show it on the invoice unless you give us a valid exemption certificate.

6.4 Refunds

Fees are non-refundable once paid, except as set out in this Section. This Section states the only circumstances in which money already paid to us is returned.

  • Seven-day window: A refund will be considered only if you request it within 7 calendar days of the date the payment was taken. A request made after the seventh day will not be considered, and no refund is due for the unused remainder of a paid term.
  • How to request one: Write to [email protected] within that window, quoting the invoice or order reference and your reason. We will tell you the outcome, with reasons, within 14 days of receiving the request, and pay any refund granted within a further 14 days to the original payment method.
  • One-time setup fees are never refunded: Any one-time setup, onboarding, implementation, data-migration or training fee is non-refundable in every circumstance. That includes where a refund of subscription fees is granted under this Section, and where the subscription is later cancelled or terminated for any reason.
  • Rights preserved: This Section does not limit the specific refund rights given by Section 3.3 (materially adverse change), Section 7.4 (termination for our breach), Section 8.2 (money-back guarantee) or Annex B (service credits). Where one of those applies it applies on its own terms and is not subject to the seven-day window.
  • Discretion: We may grant a refund outside this Section. Doing so once creates no entitlement and sets no precedent.

6.5 Price changes

We may change prices with effect from your next renewal, on at least 45 days’ notice before the renewal date. If you do not accept the new price you may terminate at renewal without penalty. Prices do not change mid-term.

7. Term, Renewal and Termination

How long this lasts, and how either side ends it.

7.1 Term

The agreement starts on the earlier of the Order Form effective date and your first access to the Service, and continues for the subscription term stated there. Starter subscriptions run monthly; Growth, Business and Enterprise run annually unless the Order Form says otherwise.

7.2 Renewal

Subscriptions renew automatically for successive terms of the same length unless we receive notice not to renew at least 30 days before the next term begins. That 30-day notice period applies to every package and to both monthly and annual subscriptions. You may set a subscription not to renew in-product at any time.

7.3 Cancellation by you

You may cancel at any time. Cancellation never takes effect immediately: it takes effect at the end of the subscription period already running, and only if your notice reaches us at least 30 days before the next period begins.

  • Thirty days’ notice: Your notice to cancel must reach us at least 30 days before the start date of the next subscription period — the next monthly period on a monthly subscription, or the renewal date on an annual one.
  • Late notice: If your notice reaches us less than 30 days before the next period begins, that next period renews and its fee is payable in full. The cancellation then takes effect at the end of that renewed period.
  • How to cancel: Set the subscription not to renew in Settings, or write to [email protected]. We confirm every cancellation in writing. If you have not received our confirmation, treat the cancellation as not recorded and contact us.
  • No refund on cancellation: Cancelling does not entitle you to a refund of fees paid for the current period or for any period that has already renewed. Section 6.4 sets out the only circumstances in which a refund is considered.
  • Access until the end of the period: You keep full access for the whole of the period you have paid for. Section 7.5 governs what happens to your data afterwards.

7.4 Termination for cause

Either party may terminate immediately on written notice if the other commits a material breach that is not cured within 30 days of notice describing it, or becomes insolvent. If we terminate for your material breach, no refund is due. If you terminate for our material breach, we will refund fees paid for the unused remainder of the term.

7.5 Effect of termination

  • Access ends: Your right to use the Service ends on the effective date of termination.
  • Export window: Customer Data remains available for export for 90 days after termination.
  • Deletion: After that window we delete Customer Data within a further 30 days, in accordance with the Privacy Policy. A certificate of deletion is available on request.
  • Fees survive: Amounts accrued before termination remain payable.
  • Survival: Sections 2, 6, 7.5, 9, 17, 18, 20, 21, 22, 26 and 28 survive termination.

8. Trials, Proofs of Concept and Beta Services

Terms that apply before you become a paying customer.

8.1 Free trials

Where a free trial is offered, it runs for the stated period and converts to a paid subscription only if you elect to subscribe. We will not charge you at the end of a free trial without your express instruction. Trial data is retained for 30 days after the trial ends and then deleted unless you subscribe.

8.2 Money-back guarantee

Where an Order Form or the published pricing offers a money-back guarantee on a first subscription term, you may request a full refund within the stated period by writing to [email protected]. We will refund within 14 days of accepting the request.

8.3 Paid proofs of concept

Where the parties agree a paid proof of concept, the success criteria will be recorded in writing before it begins, and the fee will be credited in full against the first year of a subsequent subscription if you proceed.

8.4 Beta Services

Beta Services are optional, experimental, and provided “as is”. They may contain defects, may change, and may be withdrawn at any time without liability. Sections 20 and 21 apply to them without qualification, and no service level applies. Do not use a Beta Service for anything you cannot afford to lose.

9. Customer Data and Licences

Who owns what, and precisely what we may do with your data.

9.1 You own your data

As between the parties, you own all right, title and interest in Customer Data. We claim no ownership of it.

9.2 The licence you grant us

You grant us a non-exclusive, worldwide, royalty-free licence, for the term of the agreement and the retention periods in the Privacy Policy, to host, copy, transmit, display and process Customer Data solely in order to:

  • Provide the Service: Including qualifying, scoring, staging and displaying records, and sending communications you compose.
  • Support you: Including investigating faults you report.
  • Secure the Service: Including detecting and preventing abuse.
  • Meet legal obligations: Where we are required to retain or produce data.

9.3 What we will not do with Customer Data

This Section is a commitment, not a description of current practice that we may change silently. We will not:

  • Sell it: We do not sell Customer Data or Personal Data, and do not share it for cross-context behavioural advertising.
  • Pool it: We do not add Customer Data to the Professional Dataset, to any shared or “contributor” dataset, or otherwise make it available to another customer.
  • Train shared models on it: Customer Data and connected-mailbox content are not used to train shared or third-party machine-learning models. Section 13 governs.
  • Use it for our own marketing: We do not market to your contacts.

9.4 Service Metadata and aggregate statistics

We may generate and use Service Metadata, and statistics derived from use of the Service, to operate, secure, benchmark and improve it, and may publish those statistics in aggregated and de-identified form that does not identify you, any Authorised User, or any individual in your Customer Data.

9.5 Your warranties about Customer Data

  • Rights: You have all rights and permissions necessary to provide Customer Data to us and to instruct the processing you instruct.
  • Lawful basis: You have a lawful basis for the collection and the processing, including any profiling or scoring, and have given any notice your own transparency obligations require.
  • Nothing prohibited: Customer Data does not include special-category or criminal-offence data, sensitive personal information as defined by the CCPA, data about anyone under 18, patient records subject to HIPAA, or customer lists of an institution subject to the GLBA.
  • Accuracy: Customer Data relates to living persons and is not knowingly false or fictitious.

9.6 The Professional Dataset

The Professional Dataset is ours, is assembled from public and licensed sources, and is licensed to you for internal business use only for the term. You may not resell, redistribute or republish it, or any functionally equivalent derivation of it, and may not use it to build a competing dataset or product. Individuals may require removal from the Professional Dataset under the Privacy Policy, and we will action such requests irrespective of any copy you hold.

10. Data Protection

How the data-protection documents fit with these Terms.

The Data Processing Agreement is incorporated into these Terms and governs all processing of Personal Data. Where we process Personal Data on your instruction we act as processor and you act as controller. The Privacy Policy describes what we do as controller in our own right, including in respect of the Professional Dataset.

Where the Data Processing Agreement conflicts with these Terms in relation to Personal Data, the Data Processing Agreement prevails. A copy is available on request from [email protected].

ON THE RELATIONSHIP BETWEEN THESE DOCUMENTS — These Terms and the Privacy Policy are drafted to agree with each other.

Section 9.3 of these Terms and the Privacy Policy make the same commitments about Customer Data: not sold, not pooled into any shared dataset, not used to train shared models. If you are reviewing both documents and find a discrepancy between them, tell us and we will correct it rather than rely on the ambiguity.

11. Acceptable Use

The conduct required of you and your Authorised Users.

Annex A sets out the Acceptable Use Policy in full and forms part of these Terms. In summary you must not, and must not permit anyone to:

  • Break the law: Use the Service in violation of any applicable law, or in a way that causes us to violate one.
  • Resell or rebuild: Resell, sublicense or otherwise make the Service available to a third party, or use it to build a competing product, dataset or feature.
  • Reverse engineer: Reverse engineer, decompile or disassemble the Platform, except to the extent that restriction is unenforceable under applicable law.
  • Circumvent limits: Exceed rate limits, scrape the Service by automated means outside the published APIs, or share API credentials.
  • Misrepresent: Use a false identity, impersonate anyone, or transmit fictitious data.
  • Harm the Service: Introduce malicious code, interfere with other customers, or attempt unauthorised access.

12. Outreach Compliance

The obligations that attach to sending messages through the Service.

The Service sends communications from your own authenticated mailbox and telephone systems. You are the sender in law, and you are responsible for compliance.

12.1 Your obligations

  • Marketing law: Comply with all applicable law governing electronic marketing and telemarketing, including the CAN-SPAM Act, CASL, the TCPA and the Telemarketing Sales Rule where they apply to you, and any equivalent law in your markets.
  • Opt-out: Include a functioning opt-out in commercial messages and honour opt-outs promptly.
  • Identity: Send from a genuine, individually attributable mailbox. Do not send commercial outreach from a group address.
  • Consent and notice: Obtain any consent and give any notice your jurisdiction requires. We do not obtain consent or give notice on your behalf and make no representation about what your law requires.
  • Deliverability: Maintain bounce, spam and complaint rates within reasonable industry norms.

12.2 Prohibited promotion

You may not use the Service to promote illegal goods or services, tobacco, firearms or ammunition, counterfeit goods, adult services, unlicensed gambling, payday lending, credit repair, investment schemes, or hate speech directed at any group.

12.3 Our response

We may investigate suspected breaches of this Section and Annex A, and may suspend sending under Section 23. Repeated or serious breach is a material breach of these Terms.

13. Artificial Intelligence Features

What the AI does, who owns its output, and what it will not do.

13.1 What the features do

The Service uses generative AI for three purposes only: proposing dated tasks for a campaign, summarising collected signals into plain language, and answering natural-language questions about your own workspace.

13.2 Human in the loop

AI features propose; they do not act. The Service will not send a message, book a meeting or contact a prospect without an Authorised User expressly approving it. Scoring is described in the Privacy Policy and does not make decisions about individuals by itself.

13.3 Accuracy

AI output may be incomplete or wrong. It is a drafting and summarising aid, not advice, and must be reviewed by a person before you rely on it or send it. You remain responsible for anything you send.

13.4 Ownership and training

As between the parties, AI output generated from your Customer Data is treated as Output and you may use it for your internal business purposes on the same basis as other Output. We do not use your Customer Data or connected-mailbox content to train shared or third-party models. Where you ask us to use your Customer Data to tune features for your own workspace, that is agreed in writing and revocable.

14. Connected Third-Party Services

Mailboxes, calendars, CRMs and anything else you connect.

You may connect Third-Party Services such as a mailbox, a calendar or a CRM. Connecting one is your choice and is governed by your agreement with that provider. We do not control, endorse or accept responsibility for a Third-Party Service.

  • Authorisation: A connection is made by your Authorised User completing the provider’s own consent flow or supplying credentials. It may be revoked at any time.
  • Availability: We cannot guarantee that an integration will remain available. If a provider withdraws or changes its interface we may discontinue the integration; that alone does not entitle you to a refund, but Section 3.3 applies if it materially reduces core functionality.
  • Export to your CRM: Once you export records to a Third-Party Service, that copy is outside our control and governed by your agreement with that provider.
  • Not sub-processors: A Third-Party Service you choose to connect is not our sub-processor.

15. Professional Services

Consulting and enablement work, where ordered.

Where an Order Form provides for professional services — implementation, ideal-customer workshops, integration assistance, enablement or RevOps consulting — those services are delivered as described in the Order Form.

  • Deliverables: Any item expressly identified as a deliverable becomes yours on payment in full, excluding our pre-existing materials and generic know-how, which remain ours and which we license to you for use with the deliverable.
  • Cooperation: Timelines assume reasonable cooperation and timely access to information and personnel on your side.
  • Expenses: Pre-approved travel and out-of-pocket expenses are chargeable at cost.
  • No employment: Our personnel remain our personnel. Nothing creates an employment, agency or partnership relationship.

16. Service Levels and Support

What we commit to, and what you get if we miss it.

Annex B sets out the uptime commitment, support response targets and service credits for each package, and forms part of these Terms. In outline:

PackageUptime commitmentFirst response target
Starter99.5%48 hours, business days
Growth99.9%24 hours, business days
Business99.9%8 hours, business days
Enterprise99.95%4 hours for a P1 incident, 24×7

Service credits under Annex B are your sole financial remedy for failure to meet the uptime commitment. They do not limit your right to terminate for material breach under Section 7.4 where failures are persistent.

17. Intellectual Property

What each side owns.

17.1 Ours

We own the Platform, the Professional Dataset, the scoring frameworks and logic, Service Metadata, the documentation, our trade marks, and all improvements to any of them. Nothing in these Terms transfers any of it to you. The Zscaling and ZsPRM names and logos may not be used without our written permission, except as Section 19 permits.

17.2 Yours

You own Customer Data and your own trade marks. Nothing in these Terms transfers any of it to us beyond the licence in Section 9.2.

17.3 Feedback

If you give us suggestions or feedback, we may use them without restriction or obligation. Feedback is not your Confidential Information, and we will not identify you as its source without your consent.

18. Confidentiality

Mutual obligations, with the usual exceptions.

18.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is your Confidential Information. The Platform, the Professional Dataset and our pricing are ours.

18.2 Exceptions

Information is not Confidential Information if it is or becomes public without breach, was already known to the receiving party without obligation, is received from a third party free to disclose it, or is independently developed without use of the disclosing party’s Confidential Information.

18.3 Obligations

Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform this agreement, and disclose it only to personnel and advisers who need it and are bound by equivalent obligations. Obligations continue for three years after termination, and indefinitely for trade secrets and Personal Data.

18.4 Compelled disclosure

If disclosure is legally required, the receiving party will, where lawfully able, give advance notice so the disclosing party may seek protective relief, and will disclose only what is required.

18.5 Remedies

Breach of this Section may cause harm for which damages are inadequate, and either party may seek injunctive relief without posting a bond.

19. Publicity

When we may name you as a customer.

We may identify you as a customer by name and logo on our website and in sales materials, in accordance with any brand guidelines you provide. You may withdraw that permission at any time by writing to [email protected], and we will remove the reference from materials we control within 30 days. Any case study, quotation or testimonial requires your prior written approval.

20. Warranties and Disclaimers

What we do promise, and what we do not.

20.1 Mutual warranties

Each party warrants that it has authority to enter into this agreement and that doing so does not breach any other agreement binding on it.

20.2 Our warranties

  • Performance: The Service will perform materially in accordance with the Documentation. Your remedy for breach is that we will use reasonable efforts to correct the non-conformity, and if we cannot do so within a reasonable period, you may terminate the affected subscription and receive a pro-rata refund.
  • Security: We will maintain the measures described in Section 4.4 and the Data Processing Agreement.
  • Lawful sourcing: The Professional Dataset is assembled from public and licensed sources in accordance with the Privacy Policy.

20.3 Disclaimers

Except as expressly stated in Section 20.2, and to the maximum extent permitted by law, the Service is provided “as is” and “as available”, and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy and completeness. In particular we do not warrant that the Service will be uninterrupted or error-free beyond the commitments in Annex B, that scores or signals will be accurate or complete, that any prospect record is current, or that use of the Service will produce any particular commercial result. Some jurisdictions do not permit exclusion of implied warranties, and in those jurisdictions this Section applies to the fullest extent permitted.

21. Indemnification

Who defends whom, and on what terms.

21.1 By you

You will defend us against any third-party claim arising from your Customer Data, your use of the Service in breach of these Terms or applicable law, or communications you send through the Service, and will indemnify us against damages and costs finally awarded or agreed in settlement.

21.2 By us

We will defend you against any third-party claim that the Service, used in accordance with these Terms, infringes that party’s intellectual property rights, and will indemnify you against damages and costs finally awarded or agreed in settlement. If such a claim is made or is likely, we may procure the right for you to continue, modify the Service so it is non-infringing, or terminate the affected subscription and refund fees for the unused remainder of the term. We have no obligation for a claim arising from Customer Data, from combination with anything we did not supply, or from your use in breach of these Terms.

21.3 Procedure

The indemnified party must notify the other promptly, give it sole control of the defence, and provide reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle in a way that imposes an obligation or admission on the indemnified party without consent. Late notice reduces the obligation only to the extent of resulting prejudice.

22. Limitation of Liability

The cap, and what falls outside it.

22.1 Excluded loss

Neither party is liable for loss of profit, revenue, goodwill or anticipated savings, loss or corruption of data beyond the cost of restoration from backup, business interruption, or any indirect or consequential loss, whether in contract, tort or otherwise, even if advised of the possibility.

22.2 Cap

Each party’s total aggregate liability arising out of or relating to this agreement is limited to the fees paid or payable by you in the 12 months immediately before the event giving rise to the claim.

22.3 Exclusions from the cap

Sections 22.1 and 22.2 do not apply to: your payment obligations; either party’s indemnification obligations under Section 21; your breach of Sections 9.6, 11 or 17; either party’s breach of confidentiality under Section 18; or any liability that cannot lawfully be limited, including death or personal injury caused by negligence, and fraud.

22.4 Allocation of risk

The parties acknowledge that these limitations are a reasonable allocation of risk that is reflected in the fees, and that they apply even if a limited remedy fails of its essential purpose. Some jurisdictions restrict such limitations, and in those jurisdictions this Section applies to the fullest extent permitted.

23. Suspension and Monitoring

When we may switch the Service off, and how we behave when we do.

23.1 Grounds

We may suspend the Service, or part of it, where you materially breach these Terms or Annex A; where your use presents a security, legal or operational risk; where required by law or valid legal process; or where an amount is overdue and undisputed.

23.2 Proportionality and notice

We will give notice before suspending and will limit the suspension to what is necessary — for example suspending outbound sending rather than the whole workspace — except where an immediate and complete suspension is necessary to prevent material harm or to comply with law. We will restore the Service promptly once the cause is resolved. Suspension does not relieve you of payment obligations.

23.3 Monitoring

We may monitor use of the Service for security, capacity and compliance purposes, in accordance with the Privacy Policy. We do not read Customer Data for any other purpose, and access by our personnel to a workspace is logged.

24. Force Majeure

Events outside either party’s control.

Neither party is liable for failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, government restriction, failure of the public internet or power grid, or failure of an upstream provider. Obligations are suspended while the event continues; the affected party will notify the other and use reasonable efforts to resume. This Section does not excuse payment of amounts already due. If the event continues for more than 60 days, either party may terminate the affected subscription and we will refund fees for the unused remainder of the term.

25. Changes to These Terms

How these Terms are amended.

We may amend these Terms. Where an amendment is material and adverse to you, we will give at least 30 days’ notice by email or in-product notice before it takes effect, and it will apply to you from the start of your next renewal term rather than mid-term. Other amendments take effect on posting. If a material adverse amendment would apply to you at renewal and you do not accept it, you may elect not to renew.

We will not amend these Terms mid-term in a way that materially reduces your rights, except where required by law. The effective date at the front identifies the version in force, and prior versions are available on request.

26. Governing Law and Dispute Resolution

One clause. India, with arbitration seated in Pune.

READ THIS SECTION CAREFULLY — It requires most disputes to go to arbitration and waives class actions.

This Section replaces the two inconsistent dispute clauses in the previous version of these Terms. There is now a single governing-law and dispute-resolution regime, subject only to the carve-outs in Section 26.5.

26.1 Governing law

These Terms and any dispute arising out of or relating to them are governed by the laws of India, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26.2 Informal resolution first

Before commencing arbitration, the parties will attempt in good faith to resolve the dispute informally. To start, write to [email protected] describing the dispute. If it is not resolved within 30 days, either party may commence arbitration.

26.3 Arbitration

RulesThe Arbitration and Conciliation Act 1996, as amended.
ArbitratorA single neutral arbitrator agreed between the parties; failing agreement within 14 days, appointed under the Act.
Seat and venuePune, Maharashtra, India.
LanguageEnglish.
AwardWritten, reasoned, final and binding, and enforceable in any court of competent jurisdiction.
CostsEach party bears its own legal costs; the arbitrator’s fees are shared equally unless the arbitrator directs otherwise.

26.4 Individual claims only

To the fullest extent permitted by law, claims must be brought individually. Neither party may bring or participate in a class, collective, group or representative action. If this Section 26.4 is held unenforceable, the whole of Section 26.3 is void and disputes proceed under Section 26.6.

26.5 Carve-outs

Either party may, without first proceeding under Sections 26.2 to 26.4, seek urgent injunctive or equitable relief from a court of competent jurisdiction in India to protect intellectual property or Confidential Information, and either party may bring an individual claim within the monetary jurisdiction of a small causes or magistrate court in India.

26.6 Courts

For any dispute not subject to arbitration, the courts at Pune, Maharashtra, India have exclusive jurisdiction, and both parties submit to their personal jurisdiction.

26.7 Survival

This Section survives termination.

27. Mobile Applications

Terms specific to the iOS and Android applications.

27.1 Licence

The mobile applications are licensed, not sold, on the terms of Section 3.2, for use on a device you own or control. Mobile access is included in every package at no additional charge.

27.2 App store terms

Your use is also subject to the applicable app store’s terms. Where you obtain the application from the Apple App Store, you acknowledge that: these Terms are between you and Zscaling and not Apple; Apple has no obligation to provide maintenance or support; Apple is not responsible for any product warranty or for any claim relating to the application, including product liability, legal compliance or intellectual-property infringement; and Apple and its subsidiaries are third-party beneficiaries of this Section 27.2 and may enforce it against you.

27.3 Device permissions

The applications request only the permissions needed to operate. They do not collect precise geolocation, device contacts, photographs or advertising identifiers, and contain no third-party advertising software development kit.

28. General Provisions

The clauses that make the rest work.

Entire agreementThese Terms, the documents ranked in Section 1.3, and any Order Form are the entire agreement and supersede all prior discussions. Neither party relies on any statement not set out in them, except that nothing excludes liability for fraudulent misrepresentation.
No purchase-order termsTerms printed on a purchase order or vendor portal have no effect and are rejected.
AssignmentNeither party may assign without the other’s written consent, which will not be unreasonably withheld, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all assets, on written notice.
NoticesNotices to you go to the account email address or the address on your Order Form. Notices to us go to [email protected], with a copy to any address stated on the Order Form. Notice is effective on delivery, or on the next business day if sent outside business hours.
SeverabilityIf a provision is unenforceable it is modified to the minimum extent necessary, or severed, and the rest continues in force.
WaiverA waiver is effective only in writing. Delay in exercising a right is not a waiver of it.
RelationshipThe parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.
Third partiesExcept for Apple under Section 27.2 and our affiliates and personnel under Section 21.1, no third party may enforce these Terms.
Export and sanctionsEach party will comply with applicable export-control and sanctions law. You warrant that you are not subject to sanctions and will not make the Service available to a sanctioned person.
Anti-briberyEach party will comply with applicable anti-bribery and anti-corruption law, including the Prevention of Corruption Act 1988.
CounterpartsAn Order Form may be executed in counterparts and by electronic signature, each of which is an original.
HeadingsHeadings are for convenience and do not affect interpretation.

29. How to Contact Us

Monitored addresses for each kind of question.

Support and service questions[email protected]
Contractual and legal notices[email protected]
Privacy and data-subject requests[email protected]
Security vulnerability disclosure[email protected]
Legal entityZscaling Pvt. Ltd.
Registered address[to be inserted]
Effective21 August 2026 · supersedes Version 2.0, 25 August 2025

Annex A — Acceptable Use Policy

Forms part of these Terms. Breach is a material breach.

A.1 Prohibited content and conduct

  • Unlawful material: Content that is unlawful, defamatory, obscene, harassing, or that infringes any third party’s rights.
  • Malicious code: Viruses, worms, ransomware, or links to any of them.
  • Interference: Conduct that disrupts the Service, degrades it for other customers, or circumvents rate limits or capacity controls.
  • Unauthorised access: Attempts to access another customer’s workspace, our systems, or any data you are not entitled to.
  • Harvesting: Collecting personal data from the Service by automated means outside the published APIs.

A.2 Prohibited outreach practices

  • Group sender addresses: Sending commercial outreach from a shared address such as hello@ or marketing@.
  • Missing opt-out: Sending commercial messages without a functioning opt-out, or failing to honour one.
  • False identity: Sending under a pseudonym, alias or fictional persona.
  • Poor deliverability: Sustaining bounce, spam-complaint or blocklist rates outside reasonable industry norms.
  • Unsolicited volume: Using the Service for bulk unsolicited messaging inconsistent with applicable marketing law.

A.3 Fair use of unlimited entitlements

Where a package is described as unlimited, that means unlimited for the normal business use of a single organisation. It does not permit reselling capacity, operating a service bureau for third parties, sharing a workspace across unaffiliated organisations, or automated use that materially exceeds the pattern of comparable customers. We will contact you before acting on a fair-use concern.

A.4 Reporting and enforcement

Report suspected violations to [email protected]. We investigate and determine compliance acting reasonably. Remedies escalate: we will normally contact you first, then suspend the narrowest function necessary under Section 23, and terminate only for serious or repeated breach. Where the law requires it we will cooperate with authorities.

Annex B — Service Levels and Support

Forms part of these Terms.

B.1 Uptime commitment

Monthly uptime percentage is calculated as total minutes in the month, less minutes of unavailability, divided by total minutes, expressed as a percentage. “Unavailability” means the Platform is not accessible for authenticated users, excluding scheduled maintenance notified at least 48 hours in advance, emergency security maintenance, force majeure under Section 24, failures of a Third-Party Service, and issues caused by your configuration.

PackageMonthly uptime commitmentScheduled maintenance window
Starter99.5%Notified 48 hours ahead
Growth99.9%Notified 48 hours ahead
Business99.9%Notified 5 days ahead
Enterprise99.95%Agreed window, notified 5 days ahead

B.2 Service credits

Monthly uptime achievedCredit against the next invoice
Below the commitment but at or above 99.0%5% of the monthly fee
Below 99.0% but at or above 98.0%10% of the monthly fee
Below 98.0%25% of the monthly fee

To claim, write to [email protected] within 30 days of the end of the affected month with the dates and times of unavailability. Credits are applied against future fees, are not refundable in cash, and are the sole financial remedy for missed uptime.

B.3 Support

PackageChannelsFirst response targetCoverage
StarterEmail and knowledge base48 hoursBusiness days
GrowthEmail and chat24 hoursBusiness days
BusinessEmail and chat, named CSM8 hoursBusiness days
EnterpriseEmail, chat, shared channel, named CSM and TAM4 hours for P124×7 for P1

B.4 Incident priorities

PriorityMeaning
P1The Platform is unavailable, or a core workflow is unusable, for all users in the workspace.
P2A significant feature is unusable, with no reasonable workaround.
P3A feature is impaired but usable, or a workaround exists.
P4A question, a cosmetic issue, or a feature request.
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