Terms of Service

These Terms of Service ("Terms") are an agreement between you and Zeloxa Labs LLC, a California limited liability company ("Zeloxa", "we", "us"). They cover everything we provide: our website at zeloxalabs.com, the client dashboard, website and app projects, Care plans, Zeloxa Host, Zeloxa Cloud, our API, command-line tool and integrations (together, the "Services").

By creating an account, signing a proposal, paying an invoice or using the Services, you agree to these Terms, our Privacy Policy and our Acceptable Use Policy. If you use the Services for a company or other organization, you confirm you are authorized to accept these Terms for it, and "you" means that organization.

If you do not agree, do not use the Services.

Contents #

1. Who can use the Services
2. Your account
3. Website and app projects
4. Care plans
5. Zeloxa Host
6. Zeloxa Cloud
7. API, CLI and integrations
8. Fees, billing and automatic renewal
9. Cancellation and refunds
10. Your content and data
11. Our intellectual property
12. Acceptable use and security
13. Suspension and termination
14. Third-party services
15. Warranties and disclaimers
16. Limitation of liability
17. Indemnification
18. Disputes and governing law
19. Changes to these Terms
20. General
21. Contact

1. Who can use the Services #

You must be at least 18 years old and able to enter into a binding contract. The Services are designed for businesses, nonprofits and professionals. You may not use the Services if you are barred from doing so under the laws of the United States or any other applicable country, including sanctions and export-control laws.

2. Your account #

• Accurate information. Give us accurate, current information and keep it up to date, including a working email address. We send notices about your account, billing and security to that address.
• Keep it secure. You are responsible for everything done through your account, including by team members you invite and by API tokens you create. Use a strong, unique password, keep tokens secret, and tell us at once at legal@zeloxalabs.com if you believe your account or a token has been compromised.
• Organizations and team members. The owner of an organization controls it: who is a member, their roles, billing, and the projects in it. Members act on the organization's behalf. If you remove a member or transfer ownership, you are responsible for that decision.
• One organization per account unless we agree otherwise in writing.

3. Website and app projects #

Design and development work ("Projects") is described in a written proposal, quote or statement of work ("Proposal") that you approve. The Proposal sets the scope, price, payment schedule and timeline. If a Proposal conflicts with these Terms, the Proposal controls for that Project.

• Your materials. You provide the text, images, logos, product information, access and decisions we need, on time. You confirm you have the rights to everything you give us and that using it as instructed will not infringe anyone's rights or break any law.
• Timelines. Timelines assume prompt feedback and materials. Delays on your side move the timeline; if a Project is paused by you for more than 30 days, we may schedule the remaining work around other commitments.
• Changes. Work outside the agreed scope is a change. We will tell you the cost and timing impact before doing it, and do it only once you approve.
• Approval. You review each deliverable and either approve it or tell us, specifically, what does not meet the agreed scope. A deliverable is approved when you approve it in writing (including in the dashboard), when you put it into live use, or if you have not responded within 10 business days of delivery.
• Ownership of deliverables. When we have received payment in full for a Project, you own the final, custom deliverables created specifically for you (such as your website's design, content and custom code), and we assign to you our rights in them. Until full payment, we grant you a limited license to review them only.
• What we keep. We keep ownership of our pre-existing and general-purpose tools, code libraries, templates, know-how and the Zeloxa platform itself ("Zeloxa Materials"). Where Zeloxa Materials are part of a deliverable, we grant you a perpetual, worldwide, non-exclusive, royalty-free license to use them as part of that deliverable. Open-source components remain under their own licenses.
• Portfolio. We may show your finished, public website in our portfolio and name you as a client. Tell us in writing if you would rather we did not, and we will stop.
• Third-party costs. Unless the Proposal says otherwise, third-party costs you ask for (such as domain registrations, paid plugins, stock media or premium fonts) are billed to you and are subject to those providers' terms.

4. Care plans #

Care plans ("Launch", "Grow", "Priority" or as later named) are monthly subscriptions for looking after a live website. Each plan's current inclusions and price are shown on our pricing page and in your dashboard when you subscribe.

• Included time. Update time included in a plan (for example "up to 1 hour each month") is per calendar month, does not roll over, and has no cash value. Work beyond it, or work outside the plan's description (such as new features, redesigns or new pages), is quoted separately.
• Requests. Send change requests through the dashboard or by email. Response windows in a plan are measured in business hours, Monday to Friday, excluding U.S. federal holidays, Pacific Time. They are targets for a first response, not guarantees of a fix within that time.
• Hosting. A Care plan includes hosting for one website on Zeloxa Host, under section 5. Additional websites are billed as Zeloxa Host sites.
• Websites hosted elsewhere. If your website is not hosted on Zeloxa Host, you are responsible for that hosting account, its availability and its backups. We will make agreed updates there using access you provide, and we are not responsible for that host's outages, data loss or changes.

5. Zeloxa Host #

Zeloxa Host lets you publish websites, connect domains, deploy from GitHub, collect form submissions and view visitor analytics.

• Your responsibility for your sites. You are responsible for everything published on your sites and collected through them, including form submissions and any third-party tags you turn on. If your site collects personal information from its visitors, you are responsible for giving them a privacy notice, getting any consent the law requires (for example for advertising or analytics tags you enable), and responding to their requests. When we process your visitors' personal information for you, our Data Processing Addendum applies.
• Domains. You must own, or be authorized to use, any domain you connect. Domain registration and renewal are between you and your registrar. Addresses we provide under zeloxa.app remain ours and may be changed or reassigned after a site is deleted.
• Limits and fair use. Plans have limits, shown in the dashboard and documentation (for example on projects, domains, deployment size, build time, form submissions and team members). Hosting is meant for websites, not for file distribution, media streaming, backups or other high-volume storage. If a site's traffic or resource use is far beyond what is normal for its plan, or degrades the service for others, we will contact you to discuss an upgraded arrangement and may limit it if it continues or if it is urgent.
• Availability. We work to keep Zeloxa Host fast and available and publish its status at zeloxalabs.com/status. Unless a separate written agreement says otherwise, we do not guarantee any particular uptime, and scheduled maintenance, provider outages and events outside our control may interrupt it.
• Previous versions. We currently keep earlier deployments of your sites so you can roll back. This is a convenience, not a backup service: keep your own copy of your website's source and content.
• Form submissions are kept for 12 months and then deleted automatically. Export anything you need to keep longer.

6. Zeloxa Cloud #

Zeloxa Cloud (databases, storage and related features) may be offered as a preview or beta. Preview features may change, have lower availability, or be discontinued, and are provided "as is". Each Cloud plan's included capacity is shown when you subscribe. If usage exceeds a plan's capacity we may ask you to move to a larger plan, bill the excess at the rate shown for it, or limit further usage. You are responsible for backing up data you store in Zeloxa Cloud.

7. API, CLI and integrations #

• Tokens. API tokens act as you, within the access level you give them. Keep them secret and revoke any you no longer need. You are responsible for requests made with your tokens.
• Limits. The API is rate-limited. Do not try to get around limits, scrape the Services, or use the API to build a competing hosting service.
• Automations. If you connect Zapier, Make, webhooks, chat apps or other tools, you instruct us to send the data you choose (for example form submissions or deployment events) to the address you provide. Those tools are third-party services under section 14.
• Changes. We may change or retire API endpoints. We will give reasonable notice of changes that break existing integrations, except where a change is needed urgently for security or legal reasons.

8. Fees, billing and automatic renewal #

• Prices. Prices are shown on our pricing page, in your Proposal, or in the dashboard before you buy. Prices are in U.S. dollars and do not include taxes, which are added where required.
• Payment. Payments are processed by our payment provider, Stripe. We do not receive or store your full card number. You authorize us, through Stripe, to charge your payment method for all fees you incur.
• Project payments follow the schedule in the Proposal (for example a deposit to start and the balance on completion). Work may pause while an invoice is unpaid.
• Subscriptions renew automatically. Care plans, Zeloxa Host sites and Zeloxa Cloud plans are subscriptions billed in advance each billing period (monthly unless you choose another period offered at checkout) and renew automatically at the then-current price until you cancel. Hosting is billed per website: adding or removing a site changes the next charge, prorated by Stripe.
• Price changes. We will tell you at least 30 days before a price increase on an existing subscription takes effect. You can cancel before then.
• Late or failed payments. If a payment fails, we will notify you and Stripe will retry. If it is not resolved within 14 days, we may suspend the affected Services until it is. We may charge for reasonable costs of collecting overdue amounts where the law allows.
• Disputes about a charge. Contact us at legal@zeloxalabs.com within 60 days of the charge, and we will work with you in good faith before you file a chargeback.

9. Cancellation and refunds #

• Cancel any time online. You can cancel a subscription at any time from the billing page of your dashboard, which opens the Stripe customer portal, or by emailing legal@zeloxalabs.com. Cancellation takes effect at the end of the current billing period; you keep access until then and are not charged again.
• Refunds. Subscription fees cover a period of service already made available and are not refunded for partial periods, except where we cancel a Service without cause or where the law requires a refund. Project deposits pay for scheduling and work started and are refundable only as the Proposal states.
• Consumers in the EU and UK may have a statutory right to withdraw from a service contract within 14 days. If you ask us to start providing a service within that period, you agree that you will pay for the service provided up to the time you withdraw.
• What happens to your site. When hosting ends, your sites stop being served. You keep ownership of everything you own under section 3 and section 10; see section 13 for exporting your data.

10. Your content and data #

• You own your content. Everything you or your site visitors upload, publish or submit through the Services ("Customer Content") belongs to you or them. We do not claim ownership of it.
• License to us. You grant us a worldwide, non-exclusive license to host, copy, process, transmit and display Customer Content only as needed to provide, secure and support the Services for you, and as you instruct (for example when you send data to an integration).
• Usage data. We collect information about how the Services are used (such as build durations, request counts and error rates) to operate, secure and improve them. We may use aggregated or de-identified information that does not identify you or any person for any lawful purpose.
• Feedback. If you send us suggestions, we may use them without obligation to you.
• Personal information is handled as described in our Privacy Policy and, for information about your site visitors, our Data Processing Addendum.

11. Our intellectual property #

The Services, including our software, designs, documentation, logos and the Zeloxa name, belong to Zeloxa and its licensors and are protected by law. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable right to use the Services for your business during your subscription or Project. You may not copy, resell, reverse engineer (except where the law allows despite this restriction), or create derivative works of the Services, or use our marks without written permission.

12. Acceptable use and security #

You must follow our Acceptable Use Policy. In short: no illegal content, phishing, malware, spam, infringement, or attacks on the Services or anyone else. You may not probe, scan or test the security of the Services without our written permission; if you find a vulnerability, report it to legal@zeloxalabs.com and give us reasonable time to fix it before disclosing it.

13. Suspension and termination #

• By you. You may stop using the Services and close your account at any time. Cancel subscriptions under section 9.
• By us, with notice. We may end a subscription or close an account for any reason with 30 days' notice by email, and refund any prepaid fees for the period after it ends.
• Suspension. We may suspend all or part of the Services immediately, with notice where practical, if: you materially breach these Terms or the Acceptable Use Policy; payment is overdue as described in section 8; your use threatens the security, availability or integrity of the Services or of others; or the law, a court or a regulator requires it. We will restore service once the reason is resolved.
• Termination for breach. Either party may terminate for a material breach that is not cured within 15 days of written notice (or immediately for serious or repeated breaches of the Acceptable Use Policy).
• Exporting your data. For 30 days after your account or a subscription ends (unless it ended because of illegal activity), you can export form submissions (as CSV) from the dashboard, and we will send you a copy of your published site files on request to legal@zeloxalabs.com. After that we delete it from the active service, and from backups when they expire, as described in the Privacy Policy.
• Survival. Sections that by their nature should survive (including payment obligations, ownership, disclaimers, limitation of liability, indemnification and disputes) survive termination.

14. Third-party services #

The Services rely on, and let you connect to, services operated by others, such as infrastructure, payment, source-control, automation and analytics providers, and your domain registrar. Your use of a third-party service is governed by its own terms and privacy policy. We are not responsible for third-party services, their availability, or what they do with data you choose to send them.

15. Warranties and disclaimers #

We will perform Projects and Care work in a professional and workmanlike manner consistent with generally accepted industry standards. If a Project deliverable does not conform to the agreed scope and you tell us within 30 days of approval, we will fix it at no charge; this is your exclusive remedy for non-conforming work.

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, ZELOXA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NOT BE LOST, OR THAT ANY WEBSITE WILL ACHIEVE A PARTICULAR SEARCH RANKING, TRAFFIC LEVEL OR BUSINESS RESULT. Some jurisdictions do not allow certain disclaimers, so some of these may not apply to you.

16. Limitation of liability #

TO THE FULLEST EXTENT PERMITTED BY LAW:

• NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.
• EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES IS LIMITED TO THE GREATER OF (A) THE AMOUNTS YOU PAID TO ZELOXA IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100).
• THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, TO A PARTY'S INDEMNIFICATION OBLIGATIONS, OR TO LIABILITY THAT CANNOT BE LIMITED BY LAW, SUCH AS FOR FRAUD, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

These limits are an essential part of the bargain between us and reflect the prices we charge.

17. Indemnification #

You will defend, indemnify and hold harmless Zeloxa and its members, employees and contractors from third-party claims, and the resulting losses, damages, fines and reasonable legal fees, arising from: Customer Content; your websites and how they collect or use personal information; your breach of these Terms or the Acceptable Use Policy; or your violation of law or of anyone's rights.

We will defend you from third-party claims that the Zeloxa platform software, as provided by us and used as permitted, infringes a U.S. patent, copyright or trademark, and pay the resulting damages finally awarded or agreed in settlement. This does not apply to claims caused by Customer Content, your modifications, or combinations with things we did not provide. If such a claim is made, we may modify the Services to avoid it or end the affected Service and refund prepaid fees for the unused period. This is our entire obligation for infringement claims.

The party seeking indemnity must promptly notify the other, give it control of the defense and settlement (no settlement may impose an obligation on the indemnified party without its consent), and provide reasonable cooperation.

18. Disputes and governing law #

• Talk to us first. Before starting any legal proceeding, contact legal@zeloxalabs.com with a description of the dispute. We will both try in good faith to resolve it within 30 days.
• Governing law. These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
• Courts. Any dispute that is not resolved informally will be decided exclusively in the state or federal courts located in Orange County, California, and both parties consent to their jurisdiction. Either party may bring an individual claim in small claims court instead if it qualifies, and either party may seek urgent injunctive relief in any competent court to protect its intellectual property or confidential information.
• Time limit. To the extent the law allows, any claim must be brought within one year after it arises.
• Consumers. If you use the Services as a consumer, nothing in these Terms limits rights you have under consumer-protection laws that cannot be waived by contract. California residents may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

19. Changes to these Terms #

We may update these Terms as the Services or the law change. We will post the updated Terms here with a new effective date. If a change is material, we will email account owners at least 30 days before it takes effect, unless the change is required sooner by law or relates to a new feature. If you do not agree with a change, you may cancel before it takes effect; continuing to use the Services after the effective date means you accept the updated Terms. A change will not apply to a dispute that arose before it.

20. General #

• Entire agreement. These Terms, the policies they refer to, and any Proposal or signed agreement are the entire agreement between us about the Services and replace earlier agreements on the same subject.
• Order of precedence. A signed agreement or Proposal, then the Data Processing Addendum (for personal data), then these Terms, then the other policies.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets, with notice to you.
• Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control, such as natural disasters, war, terrorism, labor actions, government action, widespread internet or utility outages, or failures of third-party providers. This does not excuse payment obligations.
• Independent contractors. We are independent contractors; nothing here creates a partnership, employment or agency relationship.
• Notices. We send notices to the email address on your account. You send notices to legal@zeloxalabs.com. Notices are effective when sent, unless the sender learns they were not delivered.
• Severability and waiver. If any part of these Terms is unenforceable, the rest stays in effect and the unenforceable part is enforced as far as the law allows. Not enforcing a right is not a waiver of it.
• Electronic communications. You agree to receive notices, invoices and other communications electronically and that they satisfy any requirement that they be in writing.
• Headings are for convenience only. "Including" means "including without limitation".

21. Contact #

Zeloxa Labs LLC, Orange County, California, United States

• Legal and account matters: legal@zeloxalabs.com
• Privacy: privacy@zeloxalabs.com
• Abuse reports: abuse@zeloxalabs.com