1. Agreement to Terms
These Terms of Service ("Terms") constitute a legally binding agreement between you and Zaruko LLC ("Zaruko," "we," "us," or "our") governing your access to and use of the Zelaros platform, including the website at zelaros.com and the application at app.zelaros.com (collectively, the "Service").
By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to be bound by them. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to that organization.
If you do not agree to these Terms, do not access or use the Service.
2. Eligibility
You must be at least 18 years of age to use the Service. By using the Service, you represent and warrant that you meet this requirement and that your use of the Service does not violate any applicable law or regulation.
3. Account Registration and Security
3.1 Account Creation
You must create an account to access the Service. Account creation requires authentication through Google OAuth. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.
3.2 Accurate Information
You agree to provide accurate, current, and complete information during registration and to update your information to keep it accurate, current, and complete.
3.3 Account Security
You agree to notify us immediately at security@zelaros.com if you become aware of any unauthorized access to or use of your account. We are not liable for any loss or damage arising from your failure to maintain the security of your account.
3.4 One Account Per Organization
Each organization may maintain one active subscription. Creating multiple accounts to circumvent usage limits or pricing is prohibited.
4. The Service
4.1 Description
Zelaros is an AI spend intelligence platform that connects to third-party AI provider billing APIs to aggregate, normalize, and display cost and usage data. The Service is provided on a software-as-a-service basis.
4.2 Read-Only Access
The Service accesses third-party provider accounts using read-only credentials provided by you. The Service does not make API calls that create, modify, or delete resources in your provider accounts. You are responsible for ensuring that the credentials you provide to the Service have appropriate permissions and that you are authorized to connect those accounts to a third-party service.
4.3 Third-Party Provider Dependency
The Service relies on data returned by third-party AI provider billing APIs. We do not control the availability, accuracy, format, or completeness of that data. Provider data may be delayed, incomplete, or unavailable due to factors outside our control. We make no warranty regarding the accuracy or completeness of data sourced from third-party providers.
4.4 Service Availability
We will use commercially reasonable efforts to maintain Service availability. We do not guarantee uninterrupted or error-free access to the Service. Scheduled maintenance, provider outages, and events outside our control may result in temporary unavailability.
5. Subscriptions and Payment
5.1 Subscription Plans
The Service is offered on a subscription basis. Current plans and pricing are described at zelaros.com/pricing. We reserve the right to change pricing with 30 days' notice to existing subscribers.
5.2 Free Trial
We may offer a free trial period. At the end of the trial, your account will require a paid subscription to continue accessing the Service. We reserve the right to modify or discontinue free trial offers at any time.
5.3 Payment
Payment is processed by Stripe. By providing payment information, you authorize us to charge the applicable subscription fees to your payment method on a recurring basis. All fees are in US dollars and are non-refundable except as expressly stated in these Terms.
5.4 Taxes
You are responsible for all taxes, duties, and similar charges associated with your use of the Service, except for taxes based on Zaruko's net income.
5.5 Failed Payments
If a payment fails, we will notify you and attempt to collect payment again. If payment remains outstanding after reasonable attempts, we may suspend or terminate your access to the Service.
5.6 Cancellation
You may cancel your subscription at any time through the account settings or by contacting support@zelaros.com. Cancellation takes effect at the end of the current billing period. We do not provide refunds for partial billing periods.
6. Acceptable Use
6.1 Permitted Use
You may use the Service only for lawful business purposes in accordance with these Terms.
6.2 Prohibited Conduct
You agree not to:
- Use the Service in any way that violates applicable law or regulation
- Connect provider accounts that you are not authorized to connect
- Attempt to gain unauthorized access to any part of the Service or its infrastructure
- Interfere with or disrupt the integrity or performance of the Service
- Reverse engineer, decompile, or disassemble any part of the Service
- Use the Service to develop a competing product or service
- Scrape, crawl, or extract data from the Service by automated means other than through our official API
- Share your account credentials with unauthorized third parties
- Submit false or misleading information to the Service
- Use the Service in a manner that could damage, disable, overburden, or impair our infrastructure
6.3 Responsibility for User Content
You are solely responsible for the credentials, data, and other content you provide to the Service. You represent and warrant that you have all rights necessary to provide such content and that doing so does not violate any third-party rights or applicable law.
7. Intellectual Property
7.1 Our Intellectual Property
The Service, including all software, designs, text, graphics, and other content created by Zaruko, is owned by Zaruko LLC and protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any ownership interest in the Service.
7.2 Limited License
We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service during the term of your subscription, solely for your internal business purposes, in accordance with these Terms.
7.3 Your Data
You retain ownership of all data you provide to the Service, including provider credentials and any content you upload. You grant Zaruko a limited license to use your data solely to provide the Service to you.
7.4 Feedback
If you provide feedback, suggestions, or ideas about the Service, you grant Zaruko a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without obligation or compensation to you.
8. Confidentiality
Each party agrees to keep confidential the other party's non-public information that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. This obligation does not apply to information that is or becomes publicly known through no breach of this agreement, is independently developed, or is required to be disclosed by law.
9. Disclaimer of Warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZARUKO LLC EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE DO NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY DATA OR INFORMATION OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (D) THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR SYSTEMS OR BUSINESS RESULTING FROM YOUR USE OF THE SERVICE.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZARUKO LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF BUSINESS, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZARUKO LLC'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO ZARUKO IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM; OR (B) ONE HUNDRED US DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY. IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Indemnification
You agree to indemnify, defend, and hold harmless Zaruko LLC and its officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any third-party right, including any intellectual property right or privacy right; or (d) any claim that content you provided caused damage to a third party.
12. Third-Party Services
The Service integrates with third-party AI providers and services. Your use of those third-party services is governed by their respective terms of service and privacy policies, not these Terms. Zaruko is not responsible for the practices, availability, or content of any third-party service. You are solely responsible for ensuring that your use of third-party credentials in connection with the Service complies with the applicable third-party terms.
13. Termination
13.1 Termination by You
You may terminate your account at any time by cancelling your subscription and ceasing use of the Service.
13.2 Termination by Zaruko
We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Grounds for termination include but are not limited to: violation of these Terms, non-payment of fees, or conduct that we determine to be harmful to the Service or other users.
13.3 Effect of Termination
Upon termination: your license to use the Service ends immediately; we may delete your data in accordance with our data retention policy; provisions of these Terms that by their nature should survive termination will survive, including Sections 7, 9, 10, 11, and 14.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms are governed by the laws of the State of New Jersey, United States, without regard to conflict of law principles.
14.2 Dispute Resolution
Any dispute arising out of or relating to these Terms or the Service will be resolved through binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will take place in New Jersey. The arbitrator's decision will be final and binding and may be entered as a judgment in any court of competent jurisdiction.
14.3 Class Action Waiver
YOU AND ZARUKO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class or representative proceeding.
14.4 Exception
Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights.
15. General Provisions
15.1 Entire Agreement
These Terms, together with our Privacy Policy and any order forms or subscription agreements, constitute the entire agreement between you and Zaruko regarding the Service and supersede all prior agreements and understandings.
15.2 Modifications
We reserve the right to modify these Terms at any time. We will notify you of material changes by email or by posting a notice on the Service at least 14 days before the change takes effect. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms.
15.3 Severability
If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.
15.4 Waiver
Our failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce that provision in the future.
15.5 Assignment
You may not assign or transfer these Terms or any rights under them without our prior written consent. We may assign these Terms without restriction.
15.6 Force Majeure
We are not liable for any failure or delay in performance resulting from causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labour disputes, third-party service outages, or government action.
15.7 Contact
For questions about these Terms:
Zaruko LLC
Email: legal@zelaros.com