Terms of Service.

Important: these Terms include a binding arbitration clause and a class-action waiver (Section 21). Please read carefully. If you do not agree, do not use the Services.

1. Definitions

• "ZRG", "we", "us", "our": Zay Revenue Group, LLC (EIN 42-1881359), a Florida limited liability company at 555 NE 8th St Apt 107, Fort Lauderdale, FL 33304.
• "Services": the Zay CRM (zay-crm self-serve SaaS), Zay-OS restaurant operating system, Zay 360 (full-service agency engagements), Zay Custom (bespoke CRM / website / integration builds, including the HIPAA-grade tier), free tools (AI Lead Finder, SEO + GEO Audit, Business Status Checker), individual à la carte services, the websites zayrev.com and crm.zayrev.com, and any other product or feature we make available.
• "Customer", "you", "your": the individual or legal entity that signed up for or uses the Services.
• "Content": any data, file, text, message, image, audio, video, or other material that you upload, send, or display through the Services.
• "Subscription": a recurring paid plan (Starter, Growth, Pro, Enterprise + HIPAA, Operator, Operator + Marketplace, Concierge).
• "Order Form": a written document (or click-through during checkout) describing the Services, plan, term, and fees you agreed to.
• "Authorized User": an individual you authorize to use the Services on your behalf, identified by an invited account in your workspace.
• "Documentation": published help articles, in-product tooltips, and the marketing copy on zayrev.com.

2. Agreement to terms

By creating an account, accessing, or using the Services, you confirm that (a) you are at least 18 years old (or 16 in jurisdictions that lower the age of digital consent for B2B services), (b) you have full legal capacity to enter into a binding contract, and (c) if you are entering into these Terms on behalf of an entity, you have authority to bind that entity. If any of those is not true, do not use the Services.

These Terms, together with the Privacy Policy and any applicable Order Form or service-specific addendum (e.g. Data Processing Addendum, BAA for HIPAA), form the entire agreement between you and ZRG regarding the Services and supersede any prior or contemporaneous understandings.

3. Account registration + security

• You must provide accurate, current, and complete information during registration and keep it updated.
• You are responsible for safeguarding your password and any other credentials. Use a strong unique password. Enable 2FA in Settings → Account → Two-factor authentication.
• You are responsible for all activity under your account, whether or not authorized by you, until you notify us of compromise.
• Notify us immediately at security@zayrev.com of any actual or suspected unauthorized use of your account.
• One person or legal entity may not maintain more than one free trial account or unpaid demo workspace simultaneously.

4. Free trials

We may offer a free trial of paid Subscriptions (typically 7 days, sometimes 14 days for promotional periods). To start a trial, a valid payment method may be required. If you do not cancel before the trial ends, the Subscription auto-renews and your payment method is charged at the listed monthly rate. Cancel any time before the trial ends from Settings → Billing → Cancel subscription or via the Stripe Customer Portal one-click link in your account.

Trials are limited to one per person, household, or business. We may refuse to provide a trial in our reasonable discretion.

5. Subscriptions, fees, billing

• Plans: Zay CRM (Starter, Growth, Pro, Enterprise + HIPAA). Zay-OS (Operator, Operator + Marketplace, Concierge). Pricing on the /pricing page is the controlling list price unless an Order Form specifies otherwise.
• Billing cycle: monthly by default. Annual billing available on most plans (typical 16% discount). Setup fees, where applicable (Zay-OS), are charged once at the start of the engagement.
• Payment method: credit/debit card, Apple Pay, Google Pay, or ACH (annual plans only). Stripe processes all payments. We do not store full card numbers.
• Auto-renewal: all Subscriptions auto-renew at the end of each billing period at the then-current list rate, unless you cancel before renewal.
• Failed payments: if a charge fails, we will retry up to 4 times over 14 days. After 14 days of failed billing, your workspace enters a 16-day read-only grace period. After 30 days total, we may suspend or terminate the workspace.
• Taxes: fees are exclusive of taxes (sales, use, VAT, GST, etc.). You are responsible for any applicable taxes; if you are tax-exempt, send a valid certificate to billing@zayrev.com.
• Price changes: we may modify list pricing for renewal periods with at least 30 days' notice via email and an in-app banner. Continued use after the new term starts constitutes acceptance.
• Add-ons: additional seats, contacts, phone lines, and POS integrations are billed prorated to the rest of your current period at the rates listed in the Add-Ons page in-app.

6. Refunds + cancellations

• Subscription cancellation: cancel any time. Cancellation takes effect at the end of the current billing period; you keep access until then. No partial-month refunds for monthly plans except as required by law.
• Annual prepay refund: if you cancel an annual prepay within 14 days of activation and have not used more than 50% of the included usage caps, we refund the unused months (less the prorated value of months consumed). Beyond 14 days, annual prepay is non-refundable.
• Setup fees: non-refundable once setup work has begun.
• Promotional credits / promo-code discounts: applied to the next renewal automatically; not redeemable for cash.
• Chargebacks: initiating a chargeback before contacting billing@zayrev.com for resolution may result in workspace suspension and a chargeback-handling fee equal to the disputed amount.

7. Acceptable use policy (AUP)

You agree NOT to use the Services to:

• Send spam, unsolicited bulk email, or any communication that violates the US CAN-SPAM Act, Canada's CASL, EU/UK e-Privacy rules, or equivalent law in your jurisdiction. SMS sends must comply with TCPA, CTIA, and 10DLC requirements.
• Send pornographic, obscene, defamatory, harassing, threatening, or hateful content; content depicting minors in sexual situations; or content that incites violence.
• Sell or market firearms, illegal drugs, prescription drugs without authorization, counterfeit goods, or other unlawful products.
• Run gambling, lottery, or sweepstakes operations not duly licensed in the relevant jurisdiction.
• Violate the privacy or intellectual property rights of any third party.
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services (except where applicable law prohibits this restriction).
• Probe, scan, or test the vulnerability of the Services without our prior written consent (legitimate security research must use the disclosure email at security@zayrev.com).
• Use bots, scrapers, or automated tools to extract data beyond the rate limits documented in the API reference.
• Resell, sublicense, time-share, or otherwise make the Services available to third parties outside the seats and scopes covered by your plan (white-label is permitted on Pro tier under separate terms).
• Bypass usage limits, security measures, or geographic restrictions.
• Use the Services to develop, train, or improve a competing AI product or competing CRM/restaurant-OS.

Violating the AUP may result in immediate suspension or termination of your account, in our reasonable discretion. We will give you notice and a chance to cure unless the violation is severe (illegal content, ongoing security incident).

8. Customer Content + license to ZRG

You retain all rights to the Content you create, upload, or store in the Services. By using the Services, you grant ZRG a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, copy, transmit, display, and process your Content solely to the extent necessary to (a) provide the Services, (b) prevent or address technical issues, (c) comply with legal obligations, and (d) improve the Services in aggregate, anonymized form that does not identify you or your customers.

You represent and warrant that (i) you own or have the necessary rights to the Content, (ii) your Content does not violate the AUP, and (iii) processing your Content through the Services does not violate any third party's rights.

You are responsible for backing up your Content. We provide a self-serve full-export feature in Settings → Account → Export my data and run automated per-workspace backups every 12 hours. We are not liable for loss of Content beyond what our SLA commits to.

9. ZRG intellectual property

The Services, including all software, designs, text, logos, trademarks, audio, and video, are the property of ZRG or its licensors and are protected by US and international intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services solely as permitted by these Terms during your active Subscription.

"Zay Revenue Group", "Zay CRM", "Zay-OS", "Zay 360", "Less Noise. More Revenue." and the ZRG logo are trademarks of Zay Revenue Group, LLC. You may not use them without our prior written consent except (a) when accurately referencing the Services in a compatible product, (b) in editorial content with appropriate attribution, or (c) under a separate written brand-permission agreement.

If you provide feedback, suggestions, or ideas about the Services ("Feedback"), you grant ZRG a perpetual, irrevocable, royalty-free license to use that Feedback for any purpose without obligation to you.

10. AI features + outputs

Some Services include AI features (lead enrichment, email drafting, status checks, SEO summaries, etc.) that use third-party large-language models (Claude, Gemini, OpenAI). You acknowledge:

• Output ownership: as between you and ZRG, you own the AI outputs generated for your workspace, subject to the underlying provider's terms.
• No accuracy warranty: AI outputs may be incorrect, biased, or non-factual. You agree to review every AI-generated communication before sending and to take final responsibility for its accuracy and compliance.
• Bring-your-own-key: on Growth + Pro tiers, you may supply your own OpenAI / Anthropic / Google API keys. ZRG charges no markup; you pay the provider directly. ZRG is not responsible for charges incurred on your account due to misuse.
• No training: per Anthropic, OpenAI, and Google API terms, your prompts and outputs are not used to train the underlying models. We do not separately train any model on your Content.
• AI labeling: AI-drafted emails sent through the Services include a "Drafted with [Claude/Gemini/OpenAI]" footer or equivalent disclosure where required by law.
• Disabling AI: turn off all AI features at the workspace level in Settings → AI → Disable AI everywhere.

11. Third-party services + integrations

The Services interoperate with third-party platforms (Stripe, Twilio, Google Workspace, Microsoft 365, Calendly, Meta, LinkedIn, Dropbox, Plaid, R2, etc.). Your use of those platforms is governed by their respective terms and you are responsible for compliance with them. ZRG is not responsible for third-party services' availability, accuracy, or actions. If a third-party service changes its terms, API, or pricing, we will update integrations as commercially reasonable but may need to suspend or modify the affected feature.

12. Beta features

From time to time we offer features marked "Beta", "Preview", "Experimental", or similar. Beta features are provided AS IS, may change or be removed without notice, and are NOT covered by any SLA. You agree to provide reasonable feedback if requested. ZRG has no liability for any loss arising from Beta features beyond the limits in Section 16.

13. Service-Level Agreement (SLA)

For paid Subscriptions, we target the following uptime and credit you back for downtime:

• Uptime target: 99.5% monthly availability (excluding scheduled maintenance and Beta features).
• Service credits: if monthly uptime falls below 99.5%, you may request a service credit equal to 10% of that month's fees per 0.1% below target, up to a maximum of 50% of monthly fees. Credits are applied to your next invoice; no cash refunds.
• Excluded events: downtime due to your acts/omissions, third-party platforms outside our control (Stripe outage, AWS region failure, your DNS misconfig), force majeure, or scheduled maintenance announced ≥48 hours in advance.
• Maintenance windows: scheduled maintenance is announced via in-app banner and the public status page (status.zayrev.com).
• Credit request window: request credits within 30 days of the affected month by emailing billing@zayrev.com with the specific dates and times.

The HIPAA + Enterprise tier ships with a 99.9% uptime SLA and 24-hour incident response under a separate Master Services Agreement.

14. Confidentiality

Each party may receive non-public information ("Confidential Information") from the other. Each party will protect the other's Confidential Information using at least the same degree of care it uses to protect its own (and not less than reasonable care). Confidential Information may be used solely to perform under these Terms. This obligation survives termination for 5 years for general Confidential Information and indefinitely for trade secrets.

15. Warranty disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZRG DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR ACCURATE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR HARMFUL COMPONENTS.

Marketing is inherently probabilistic. ZRG does not guarantee specific business outcomes (revenue, leads, conversions, search rankings) from agency engagements or from use of the Services.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Cap on damages: ZRG's total cumulative liability arising out of or related to these Terms or the Services will not exceed the greater of (a) the amounts paid by you to ZRG in the 12 months preceding the event giving rise to the claim, or (b) US$100.
• Excluded damages: in no event will ZRG be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, lost goodwill, lost data, or business interruption, even if advised of the possibility of such damages.
• Failure of essential purpose: these limitations apply even if a remedy fails of its essential purpose.

Some jurisdictions do not allow exclusion of certain warranties or limitation of certain damages; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

17. Indemnification

By you: you agree to defend, indemnify, and hold harmless ZRG, its officers, employees, contractors, and agents from any third-party claim, damage, or cost (including reasonable legal fees) arising out of (a) your Content, (b) your use of the Services in violation of these Terms or applicable law, (c) your violation of any third party's rights, or (d) your AUP violations.

By ZRG: if a third party brings a claim alleging that the Services as provided by ZRG infringe that party's US patent, copyright, or trademark, ZRG will defend you and pay any final award or settlement, provided you (a) notify ZRG promptly, (b) give ZRG sole control of the defense, and (c) reasonably cooperate. If we believe the Services may infringe, we may, at our option: (i) modify the Services to be non-infringing, (ii) obtain a license enabling continued use, or (iii) terminate the affected Service and refund prepaid fees for the remainder of the term. This is your sole and exclusive remedy for IP infringement.

18. Suspension + termination

By you: cancel any Subscription via Settings → Billing → Cancel. You can request workspace deletion via Settings → Account → Delete my account; we hard-delete all your Content within 90 days (financial records retained per Section 5 + applicable law).

By ZRG: we may suspend or terminate your access if (a) you fail to pay a due invoice and the failure is not cured within 14 days, (b) you violate the AUP, (c) you provide false registration info, (d) we receive a court order or subpoena, (e) continued provision creates undue legal or operational risk to ZRG or other customers, or (f) for material breach not cured within 30 days of notice. Where feasible we will give you notice and an opportunity to cure.

Effect of termination: on termination (i) your right to use the Services ends, (ii) you may export your Content for 30 days using the self-serve export, (iii) we hard-delete your workspace data per the retention schedule in the Privacy Policy, and (iv) any fees paid are non-refundable except as expressly stated in Section 6.

19. DMCA + copyright takedowns

If you believe your copyright is infringed by content hosted on the Services, send a written notice to our designated DMCA agent at dmca@zayrev.com. The notice must include (1) your physical or electronic signature, (2) identification of the copyrighted work, (3) identification of the infringing material with enough detail to locate it (URL preferred), (4) your contact information, (5) a statement of good-faith belief that the use is unauthorized, and (6) a statement under penalty of perjury that the information is accurate and you are authorized to act on behalf of the copyright owner. Repeat infringers' accounts will be terminated.

If you believe content was removed in error, send a counter-notice with the equivalent statements per 17 USC § 512(g)(3).

20. Export controls + sanctions

The Services are subject to US export controls and economic sanctions laws. You represent that you are not (a) located in, or a national or resident of, any country subject to US embargo (currently including Cuba, Iran, North Korea, Syria, the Russian Federation in connection with the conflict, the so-called Donetsk/Luhansk/Crimea regions, and Belarus to the extent applicable), (b) listed on any US government denied-party or specially-designated-nationals list (OFAC SDN, BIS Entity List, etc.), and (c) using the Services for any prohibited purpose, including to develop weapons of mass destruction. ZRG may suspend access without notice if these representations cease to be true.

21. Dispute resolution · arbitration + class waiver

Informal resolution first. Before filing any formal claim, contact us at legal@zayrev.com describing the dispute. Both parties agree to negotiate in good faith for at least 30 days before initiating arbitration.

Binding arbitration. Any unresolved dispute arising out of or relating to these Terms or the Services will be resolved by individual binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration is Broward County, Florida. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

Class action waiver. All claims must be brought on an individual basis. You waive any right to participate in a class, collective, consolidated, or representative action. The arbitrator may not preside over any form of representative or class proceeding.

Carve-outs. Either party may bring (a) small-claims-court actions, (b) injunctive or equitable relief in court for IP infringement or misappropriation of trade secrets, and (c) actions in any court of competent jurisdiction to enforce an arbitration award.

Opt-out: you may opt out of this arbitration agreement by sending written notice to legal@zayrev.com within 30 days of accepting these Terms. Your notice must include your name, account email, and a clear statement that you are opting out.

22. Governing law + venue

These Terms are governed by the laws of the State of Florida, USA, without regard to conflict-of-laws principles. The UN Convention on Contracts for the International Sale of Goods does not apply. Subject to the arbitration clause in Section 21, exclusive jurisdiction and venue lie in the state and federal courts located in Broward County, Florida, and the parties consent to personal jurisdiction there.

23. Force majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government order, internet or power outages affecting major regions, or actions of third-party service providers. The affected party will use commercially reasonable efforts to mitigate.

24. Modification of terms

We may modify these Terms from time to time. For material changes, we will give you at least 30 days' notice via email and an in-app banner before the changes take effect. Continued use after the effective date constitutes acceptance. If you do not agree, cancel your Subscription and stop using the Services before the effective date.

Material changes do not include (a) clarifications, typo fixes, or formatting changes that do not change the substance of your rights, or (b) changes legally required to comply with new law (effective on the date the law requires).

25. Notices

We may give notice to you by (a) email to your registered address, (b) in-app banner, or (c) written notice to the address on file. You give notice to us by emailing legal@zayrev.com, with copy by registered mail to: Zay Revenue Group, LLC, 555 NE 8th St Apt 107, Fort Lauderdale, FL 33304, USA. Notice is effective upon delivery.

26. Agency engagements (Zay 360 + individual services)

If we provide marketing, design, development, or consulting services under a separate Order Form (Zay 360, Custom Website, Custom CRM build, etc.), the following additional terms apply unless overridden in the Order Form:

• Minimum commitment: Zay 360 requires a 90-day initial term, then continues month-to-month with 30 days' written notice to cancel.
• Deliverables ownership: on full payment, you own the deliverables produced under the engagement (websites, copy, custom code), excluding (a) ZRG proprietary tools and pre-existing IP, (b) third-party libraries (under their own licenses), and (c) ZRG's right to use the work in case studies with your permission.
• Access requirements: you must provide reasonable access to the systems necessary to deliver the engagement (Google Business Profile, ad accounts, email platform, hosting). Delays caused by access not granted within 14 days of request may extend deliverable timelines proportionally.
• Performance metrics: we report monthly on agreed KPIs. We do not guarantee specific outcomes (rankings, leads, revenue), see Section 15.
• Pause / pause-and-resume: you may pause an engagement once per calendar year for up to 30 days at no additional fee. Repeated or extended pauses may require an updated Order Form.

27. Severability + waiver + assignment + survival

• Severability: if any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force.
• Waiver: a failure to enforce any provision is not a waiver of future enforcement.
• Assignment: you may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, sale of substantially all assets, or other change of control, provided the assignee agrees to honor existing Subscriptions.
• Survival: Sections 1, 6, 8 (your representations re Content), 9, 10 (output ownership + no warranty), 14, 15, 16, 17, 18 (effect of termination), 19, 20, 21, 22, 23, 24, 25, and 27 survive termination.
• Independent contractors: ZRG and you are independent contractors. No partnership, joint venture, or agency is created.
• No third-party beneficiaries: these Terms do not create rights enforceable by anyone other than you and ZRG.
• Headings: headings are for convenience only and do not affect interpretation.

28. Contracting entity + contact

All Subscriptions and engagements are with Zay Revenue Group, LLC (EIN 42-1881359), a Florida limited liability company. Notices and legal correspondence:

Zay Revenue Group, LLC
Attn: Legal
555 NE 8th St Apt 107
Fort Lauderdale, FL 33304
United States

General questions: hello@zayrev.com · (321) 666-1102
Billing: billing@zayrev.com
Security: security@zayrev.com
Privacy: privacy@zayrev.com
Legal: legal@zayrev.com
DMCA: dmca@zayrev.com

These Terms of Service are provided as-is for transparency. They are not legal advice. If you have questions about your specific situation, consult an attorney licensed in your jurisdiction. Zay Revenue Group is not your lawyer.