1. Acceptance of Terms
These Terms of Service constitute a legally binding agreement between Zoop Tech LLC, a Florida limited liability company (“Zoop,” “Company,” “we,” “us”), and the entity or individual accepting these Terms (“Customer,” “you”). By accessing or using any Zoop website, software, application, API, or service (collectively, the “Services”), you acknowledge that you have read, understood, and agree to be bound by these Terms.
If you are accepting these Terms on behalf of an entity, you represent and warrant that you have full legal authority to bind that entity.
2. Business-to-Business Use Only
The Services are offered exclusively for commercial, business, and professional use. You acknowledge and agree that you are not a consumer and that consumer protection laws do not apply to this Agreement.
3. Definitions
- “Authorized Users” means employees or contractors authorized by Customer to access the Services.
- “Customer Content” means all data, information, and materials submitted to the Services by or on behalf of Customer.
- “Aggregated Data” means anonymized and de-identified data derived from use of the Services.
- “Subscription Term” means the period for which Customer has paid applicable fees.
4. Account Registration and Responsibility
Customer is responsible for:
- Maintaining accurate account information
- Safeguarding login credentials
- All activities conducted through Customer accounts and Authorized Users
Zoop may rely on any instructions received through Customer credentials.
5. Subscription Terms, Fees, and Billing
5.1 Subscription Term
Access to the Services is provided on a subscription basis pursuant to an order form or online plan selection.
5.2 Automatic Renewal
Subscriptions automatically renew for successive terms unless cancelled at least thirty (30) days prior to renewal.
5.3 Fees and Payment
- All fees are stated in U.S. dollars and are non-refundable
- Zoop may charge applicable taxes
- Failure to pay may result in suspension or termination
5.4 Minimum Commitments
Any minimum subscription levels or user commitments agreed to are binding for the full term, regardless of actual usage.
6. Payments and Third-Party Services
Zoop may enable integrations with third-party services, including payment processors such as Stripe. Customer acknowledges:
- Zoop is not a payment processor or bank
- Customer is the sole merchant of record
- Customer bears responsibility for chargebacks, refunds, taxes, fines, and disputes
Use of third-party services is subject to their separate terms.
7. Acceptable Use
Customer shall not:
- Use the Services for unlawful, deceptive, or fraudulent purposes
- Transmit malicious code or interfere with system integrity
- Circumvent security or access controls
- Access the Services to develop or assist competing products
Zoop may suspend access for violations.
8. Customer Content and Data Rights
Customer retains ownership of Customer Content. Customer grants Zoop a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Content as necessary to provide the Services.
Zoop retains all rights in Aggregated Data, metadata, usage analytics, system logs, and improvements derived from the Services.
9. Artificial Intelligence and Automated Features
Zoop may provide AI-powered or automated features. Customer acknowledges:
- AI outputs are informational only
- Zoop does not guarantee accuracy or suitability
- Zoop may use anonymized data to train and improve AI systems
Customer is solely responsible for decisions made based on AI outputs.
10. Communications Compliance (TCPA)
Customer represents and warrants that it has obtained all legally required consents to contact its customers using the Services. Customer shall defend, indemnify, and hold harmless Zoop from all claims arising from communications sent by or on behalf of Customer.
11. Service Availability and Support
Zoop will use commercially reasonable efforts to make the Services available but does not guarantee uninterrupted or error-free operation. Maintenance, updates, and outages may occur.
Any service level commitments are set forth in a separate Service Level Agreement, if applicable.
12. Suspension and Termination
Zoop may suspend or terminate access immediately for:
- Violation of these Terms
- Non-payment
- Legal or security risks
Upon termination, Customer’s access will cease and data export may be requested within forty-five (45) days.
13. Disclaimers
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ZOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOOP’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO ZOOP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. ZOOP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.
15. Indemnification by Customer
Customer shall indemnify, defend, and hold harmless Zoop from any claims, damages, liabilities, and expenses arising from:
- Customer Content
- Customer’s business operations
- Customer’s violation of law or these Terms
16. Governing Law and Venue
These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Exclusive venue shall lie in the state or federal courts located in Orange County, Florida.
17. Assignment
Customer may not assign these Terms without Zoop’s prior written consent. Zoop may assign freely.
18. Modifications
Zoop may modify these Terms from time to time. Continued use of the Services after notice constitutes acceptance of the revised Terms.
19. Entire Agreement
These Terms, together with any order forms, policies, or addenda referenced herein, constitute the entire agreement between the parties regarding the Services.