Legal
Customer and User Agreements:
Terms and Conditions - Effective Apr 2, 2026
INTRODUCTION. These Terms and Conditions (the “Terms”) govern the Customer’s use of the Enzzo AI Platform, and by executing the Order Form, the Customer signifies its acceptance of these Terms in full.
DEFINITIONS. The following capitalized terms have the following meanings:
“Affiliate” of a party means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity, and “control” (including as used in the terms “controlled by” and “under common control with”) means the ownership, beneficially or of record, of more than fifty percent (50%) of the voting securities of an entity.
“Agreement” means the Order Form together with these Terms.
“Authorized User(s)” means the individual or individuals authorized by the Customer to access and use the Platform for and on behalf of the Customer.
“Confidential Information” is defined in Section 7.2.1.
“Customer” means the company or organization identified in the Order Form. References to the Customer’s use of the Platform in these Terms shall be read as inclusive of the use by its Authorized Users and Invited Users.
“Customer Claim” is defined in Section 13.1.1.
“Customer Data” is defined in Section 7.1.1.
“Disclosing Party” is defined in Section 7.2.1.
“Documentation” means any technical documents, user guides, or instructions related to use of the Platform provided or made available by Enzzo.
“Effective Date” means the effective date of the Order Form.
“Enzzo”, “we”, “our”, or “us” refers to Enzzo, Inc., the company providing the Platform detailed in this Agreement.
“Enzzo Claim” is defined in Section 13.2.
“Indemnitee” and “Indemnitor” are defined in Section 13.4.
“Initial Term” means the initial term of the Subscription Term, as set forth in the Order.
“Input” is defined in Section 7.1.1.
“Invited User” is defined in Section 5.2.1.
“Large Language Models” or “LLMs” refers to advanced AI technologies and algorithms that are capable of understanding and generating human-like text based on large datasets, which are utilized by the Platform to assist Users in product development and other text-based operations.
“Order Form” means the order form that these Terms are attached to.
“Output” is defined in Section 7.1.1.
“Party” or “Parties” refers to Enzzo and the Customer individually or collectively.
“Platform” means the features, functionalities, and services provided by Enzzo through its web-based product development platform, together with all updates, enhancements, documentation, and specifications that Enzzo provides to you in connection with the foregoing pursuant to this Agreement.
“Price Change” is defined in Section 6.1.3.
“Product Workspaces” are collaborative environments within the Platform where Authorized Users can interact with each other, share information, work on product details, and generate draft product briefs using the AI functionality of the Platform.
“Receiving Party” is defined in Section 7.2.1.
“Renewal Term” is defined in Section 17.1.2.
“Representatives” is defined in Section 7.2.2.
“Share Link” means a unique URL generated by the Platform that allows Authorized Users to share specific Product Workspaces or requirements with Invited Users.
“Subscription” means the Customer’s subscription to access and use the Platform as described on the Order Form.
“Subscription Term” is defined in Section 17.1.2.
“Taxes” is defined in Section 6.2.4.
“Terms” is defined in Section 1.2.
“Third-Party Services” is defined in Section 15.
“Trial Period” means the trial period set forth in the Order Form, if any.
“User(s)” refers to any users of the Platform, including any Authorized User(s) and Invited User(s)
ACCOUNT & AUTHORIZED USER
Eligibility
The Customer may use the Platform only if it can form a binding contract with Enzzo and is legally permitted under the laws applicable to your jurisdiction to do so. Enzzo is based in the United States of America. We make no claims that the Platform is accessible or appropriate for use outside the United States. The Customer is responsible for ensuring that any use it makes of the Platform complies with local laws in its jurisdiction.
THE PLATFORM IS NOT TO BE USED BY ENTITIES OR INDIVIDUALS INVOLVED IN DEFENSE OR ACTIVITIES RESTRICTED BY ITAR, NOR IN ANY MANNER THAT WOULD CAUSE THE PLATFORM TO MAKE, OR BE A SUBSTANTIAL FACTOR IN MAKING, ANY DECISIONS RELATING TO PROVIDING OR DENYING SERVICES TO INDIVIDUALS WITH RESPECT TO EDUCATION, EMPLOYMENT, FINANCIAL OR LENDING SERVICES, ESSENTIAL GOVERNMENT SERVICES, HEALTHCARE, HOUSING, INSURANCE, OR LEGAL SERVICES, OR ANY OPPORTUNITIES RELATING THERETO.
Account Creation and Authorized Users
To fully utilize the Platform, Customer will designate one or more Authorized Users as administrative users (each an “Administrator”), who will work with Enzzo to set up the Customer’s account, designate and manage Customer’s other Authorized Users, and authorize access to the Platform by Invited Users.
Enzzo offers two Authorized User seat types: (1) Full Seat (paid), and (2) View/Comment Seat (free). The initial number of Full Seat licenses purchased by Customer is set forth in the Order Form. An Administrator may change the number of Full Seat licenses and View/Comment Seat licenses at any time through Customer’s account console. If an Administrator authorizes a Full Seat license, and as a result the total number of Full Seat licenses exceeds the number initially designated on the Order Form, Customer’s subscription will automatically be updated to include the additional Full Seat license. Changes to the number of Full Seat licenses may result in changes to the fees due hereunder, as further described in Section 6. Unless otherwise set forth in the Order Form, Customer may assign an unlimited number of View/Comment Seat licenses.
To access and use the Platform, Users will be required to use login credentials assigned by Customer (or which Customer enables Users to create). Each User is responsible for maintaining the confidentiality and security of the User’s login credentials. Customer is responsible for all use of User login credentials in connection with use of the Platform, whether or not authorized by Customer. Customer must immediately notify Enzzo of any unauthorized use of the Customer’s account or any unauthorized access to or use of login credentials of which they become aware.
Enzzo reserves the right to suspend or terminate access to the Platform by any User who Enzzo reasonably believes has violated these Terms, misrepresented the User’s identity, or used the Platform in violation of applicable law or the rights of any third-party. Prior to any such suspension, Enzzo shall provide Customer with written notice specifying the grounds for the suspension. Enzzo shall restore the User’s access to the Platform if Customer remedies the cause for the suspension.
PLATFORM
Grant of Rights. Subject to these Terms, Enzzo grants to the Customer, solely during the term of the Agreement, a non-exclusive, non-transferable, right to access and use the Platform and Documentation solely for the Customer’s internal business purposes. For avoidance of doubt, such right may be exercised by User(s) for and on behalf of the Customer.
Restrictions & Limitations
The Platform’s capabilities rely on LLMs from providers such as, but not limited to, Anthropic, Google Gemini, Open AI and Perplexity. Enzzo shall provide the Customer with a high-level overview of the datasets and mechanics that are critical to understanding platform dependencies, while maintaining the confidentiality of proprietary information.
The Customer and its Authorized Users shall not, and shall not permit or assist any third party to: (a) modify, customize, disassemble, decompile, prepare derivative works of, create improvements from, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Platform, including any source code, process, data set or database, management tool, development tool, server or hosting site; (b) translate, modify, prepare derivative works of, or remove any trademark or copyright notice from, the Documentation (c) except where expressly agreed to in writing by Enzzo, make available, use, or offer the Platform for lease, rent, or sale, or reproduce, resell, distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or service bureau basis the Platform; (d) knowingly or negligently use the Platform in a way that abuses, interferes with, or disrupts use of the Platform by other users; (e) engage in activity that is illegal under applicable law, fraudulent, false, or misleading; (f) transmit through the Platform any material that infringes, misappropriates, or violates the intellectual property or proprietary rights of third parties; (g) build or benchmark a competitive product or service, or copy any features, functions, or graphics of the Platform; (h) use the Platform for the development, production, or marketing of a service or product substantially similar to the Platform; (i) upload or transmit any software, content, or code that does or is intended to harm, disable, destroy, or adversely affect performance of the Platform in any way or which does or is intended to harm or extract information or data from other hardware, software, networks, or other users of the Platform; (j) engage in any activity or use the Platform in any manner that could damage, disable, overburden, impair, or otherwise interfere with or disrupt the Platform, or any servers or networks connected to the Platform; or (k) remove, delete, alter, or obscure any intellectual property or proprietary rights notices provided on or with the Platform.
COLLABORATION & SHARING
Product Workspaces Collaboration
Each Authorized User with a Full Seat license can create and modify one or more Product Workspaces. Authorized Users with a Full Seat license that create, or are invited to, a shared Product Workspace can engage in discussions, leave comments, receive notifications, and jointly interact with the AI functionality of the Platform within that Product Workspace. Authorized Users with a View/Comment license that are invited to a shared Product Workspace can engage in discussions, leave comments, and receive notifications, but may not interact with the AI functionality of the Platform within that Product Workspace.
All Users within a shared Product Workspace are expected to respect the ideas, comments, and contributions of others and refrain from any behavior that might be considered disruptive, offensive, or inappropriate.
By submitting Customer Data for processing via a Product Workspace, the Customer authorizes Enzzo to display and otherwise make Customer Data submitted to the Platform in connection with the Product Workspace available to those Users who Customer has provided the authority to access to that Product Workspace.
Sharing via Share Link. Each Authorized User can generate Share Links for specific Product Workspaces or individual requirements it created to invite other individuals within the Customer’s organization to access those Product Workspaces or individual requirements, provided that Enzzo receives or has received the authorization from the Customer for such individuals to access and use the Platform (“Invited Users”). Sharing a Product Workspace or requirement via a Share Link grants view, edit, create, and delete access unless otherwise specified. Customer is solely responsible for the dissemination of Share Links by its Authorized Users and the authorization of Invited Users. The Customer should exercise caution when designating or authorizing Authorized Users and Invited Users, considering the sensitivity of the content.
PRICING, PAYMENT & SUBSCRIPTION
Pricing
If a Trial Period is indicated in the Order Form, during such period, the Customer will be authorized to access and use the Platform on a no-cost basis. The Customer may terminate the Agreement in accordance with Section 17.2.2 at any time during a Trial Period.
During the Subscription Term, Customer is authorized to access and use the Platform on a paid subscription basis at the pricing set forth in the Order Form.
Changes to the number of Full Seat licenses made or authorized by Customer will result in a pro-rata adjustment to the monthly fees payable under the applicable Order Form based on the number of days during each month that each Full Seat license was in effect during such month; provided that Customer may reduce the total number of Full Seat licenses below the initial quantity set forth on the applicable Order Form, but not to less than 100 Full Seat Licenses, upon no less that 30 days’ advance written notice to Enzzo.
Enzzo reserves the right to modify or introduce new pricing on a prospective basis effective following the end of the then-current Subscription Term, provided that Enzzo shall notify the Customer of any such change applicable to the Subscription (“Price Change”) in writing (email sufficing) at least 60 days before the end of the Customer’s then-current Subscription Term. Any increase in pricing will not exceed 5% of Customer’s existing pricing. If the Customer does not cancel its Subscription prior to the end of then-current term in accordance with the termination provisions of these Terms, the Price Change will take effect on the date the Subscription automatically renews.
Payment Terms; Taxes
All payments due under these Terms are to be made electronically, using the payment methods made available to the Customer by Enzzo at the time of purchase or as otherwise mutually agreed by the Parties.
All fees are payable in U.S. Dollars and invoiced per the billing frequency set out in the Order Form. All amounts shall be paid to Enzzo within 30 days of Enzzo’s delivery of an invoice, unless expressly agreed otherwise by the parties in the Order Form. If Customer reasonably disputes an invoice, Customer must deliver a written statement to Enzzo on or before the due date of such invoice listing all disputed items and providing a reasonably detailed description of each disputed item. In such event, the parties will work together in good faith to resolve the dispute. If Customer does not notify Enzzo of its dispute of an invoice within such time period, such invoice is deemed accepted and the right to dispute such invoice is waived.
By providing Customer’s authorized payment method and electing to purchase a Subscription, the Customer authorizes Enzzo or its third-party payment processor to charge its authorized payment method for all amounts due under this Agreement in accordance with the billing frequency set forth on the Order Form.
Unless otherwise agreed by the Parties, all subscription fees are exclusive of any and all applicable national, federal, state or local sales, use, excise, value-added, gross receipts taxes, duties, universal service assessments or other similar liabilities attributable to Customer’s execution of this Agreement or purchase or use of the Platform (“Taxes”). Customer is solely responsible for the payment of any such Taxes. All such Taxes, however denominated, that are chargeable to or against Enzzo by any governmental authority, shall be passed through to, and shall be payable by, the Customer. If Enzzo is required to pay such Taxes on the Customer’s behalf, Customer shall promptly reimburse Enzzo for all amounts paid. However, nothing in this section shall be construed to make the Customer responsible for any taxes based on Enzzo’s net income, assets, payroll, property, and employees. If the Customer is legally obligated to deduct or withhold taxes from amounts payable to Enzzo under the Agreement, the Customer shall increase the amounts payable such that the net amounts received by Enzzo would be the full agreed amounts as if such deduction or withholding had not been applied.
CUSTOMER DATA & CONFIDENTIALITY
Customer Data
As between Enzzo and the Customer, subject to Section 7.1.2 below: (a) Customer retains all ownership rights, including all intellectual property rights, in all information, data, and other content uploaded by Customer and its Users to the Platform (“Input”); and (b) Customer shall own all output generated through Customer’s and its Users’ use of the Platform (“Output”). Enzzo assigns to Customer all of Enzzo’s right, title, and interest, if any, in and to the Output, and Enzzo does not claim any copyright or other intellectual property rights in Output. Input and Output are referred to collectively as “Customer Data”. Notwithstanding the foregoing, Customer acknowledges that, due to the nature of the Platform and artificial intelligence platforms generally, Output generated through Customer’s use of the Platform may not be unique and other users of the Platform may obtain similar output from their use of the Platform. Customer is solely responsible for determining whether Customer’s use of Output is appropriate and legal. Customer represents and warrants that for the duration of the Trial Period (if applicable) and the Subscription Term, it has (and will maintain) all rights, licenses, and permissions necessary to submit Input to or through the Platform and that the collection, use, and processing of its Input by Enzzo in accordance with these Terms will not violate any applicable law or rights of others. Customer and Users shall not submit any Input to the Platform that would cause Enzzo to become subject to a license agreement or any terms or obligations not set forth in these Terms.
Customer grants Enzzo, together with its successors and permitted assigns, a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify (solely to the extent necessary to provide the Platform to Customer), adapt, publish (within the Platform), prepare derivative works of, distribute, and publicly display (to Users within the Platform) Customer Data throughout the world in any media for the purpose of providing the Platform to Customer; provided that we will only use Customer’s account and billing information for purposes of creating, maintaining, and administering its account and providing to Customer the Platform features that Customer has selected.
Enzzo has no obligation to monitor any Customer Data. However, we reserve the right to prohibit the uploading or submission of Customer Data and to remove Customer Data at any time without notice and without liability to Customer if Enzzo determines, in its reasonable discretion, that the Customer Data: (a) violates any restrictions set forth in this Agreement, (b) may infringe, misappropriate, or violate the rights of any third party, or (c) poses a threat to the security or integrity of Enzzo’s network, systems, or servers. Enzzo shall not be liable for any loss or damage to Customer Data except to the extent such loss or damages is caused by Enzzo’s gross negligence or willful misconduct. Customer is advised to maintain backups of all Customer Data uploaded to or generated from the Platform.
Confidentiality
Confidential Information. During the term of this Agreement, each Party (a “Disclosing Party”) may disclose its confidential and proprietary information to the other party (a “Receiving Party”). Subject to the exceptions listed below, a Disclosing Party’s “Confidential Information” shall be defined as information disclosed by the Disclosing Party to the Receiving Party that is either: (a) clearly marked or otherwise clearly designated as confidential or proprietary; or (b) should be reasonably understood by the Receiving Party to be the confidential or proprietary information of the Disclosing Party. For the avoidance of doubt, and subject to Section 7.2.3, Customer Data is Confidential Information of the Customer.
Confidential Treatment. A Receiving Party shall hold in confidence, and shall not disclose (or permit its personnel to disclose) any Confidential Information to any person or entity except to its directors, officers, employees, outside consultants, advisors or in the case of Enzzo to its independent contractors or subcontractors (collectively “Representatives”) who have a need to know such Confidential Information in the course of the performance of their duties for the Receiving Party and who are bound by a duty of confidentiality no less protective of the Disclosing Party’s Confidential Information than the terms of this Section 7.2. The Receiving Party and its Representatives shall use such Confidential Information only for the purpose for which it was disclosed and shall not use or exploit such Confidential Information for its own benefit or the benefit of another party without the prior written consent of the Disclosing Party or unless expressly permitted under the Agreement. Each Party accepts responsibility for the actions of its Representatives and shall protect the other Party’s Confidential Information in the same manner as it protects its own proprietary information of a similar nature and sensitivity, but in no event shall less than reasonable care be used.
Exceptions. Notwithstanding anything to the contrary in these Terms, the obligations of the Receiving Party set forth in this Section 7.2 shall not apply to any information of the Disclosing Party that: (a) is or becomes a part of the public domain through no wrongful act of the Receiving Party; (b) was in the Receiving Party’s possession free of any obligation of confidentiality at the time of the Disclosing Party’s communication thereof to the Receiving Party; (c) is developed by the Receiving Party completely independent from the Confidential Information of the Disclosing Party; or (d) is required by law or regulation to be disclosed, but only to the extent and for the purpose of such required disclosure after providing the Disclosing Party with advance written notice, if reasonably possible, such that the Disclosing Party (at the Disclosing Party’s expense) is afforded an opportunity to contest the disclosure or seek an appropriate protective order.
Injunctive Relief. Notwithstanding any other provision of the Agreement, both parties acknowledge that any disclosure or use of the Disclosing Party’s Confidential Information in a manner inconsistent with the provisions of the Agreement may cause the Disclosing Party irreparable and immediate damage for which remedies other than injunctive relief may be inadequate. Therefore, both parties agree that, in addition to any other remedy to which the Disclosing Party may be entitled hereunder, at law or in equity, the Disclosing Party shall be entitled to seek an injunction to restrain such use in addition to other appropriate remedies available under applicable law.
Data Retention. Enzzo retains Customer Data for periods that are reasonable for operational, regulatory, or backup purposes. Customer has the right to request the deletion of its Customer Data, subject to any prevailing legal or regulatory obligations on the part of Enzzo.
Data Security. We employ industry-standard measures to ensure the security and integrity of all data stored on the Platform. This includes encryption, access controls, and regular security audits. In the unlikely event of a data breach, Enzzo will notify Customer promptly and take appropriate measures to attempt to mitigate the impact.
AI & USER INTERACTIONS
AI Integration and Limitations. The Platform leverages state-of-the-art LLMs, including those sourced from providers such as OpenAI, to facilitate user interactions and aid in product development. Customer acknowledges that while LLMs are advanced, they operate based on patterns and data and may not always provide expected or desired outputs.
Customer Interactions with AI. The AI functionalities of the Platform engage Users in a conversational manner, helping to refine product concepts, requirements, and associated project details. While the Platform endeavors to understand and interpret User input accurately, Customer acknowledges that there may be instances of misinterpretation or ambiguity due to the inherent limitations of AI.
AI Improvements. Enzzo is committed to continuous improvement of its Platform’s AI capabilities to enhance user experience and output quality. Feedback mechanisms are in place for Users to report anomalies or make suggestions. However, Customer Data will not be used for AI improvement unless explicit consent is obtained.
Customer’s Reliance on AI. Customer is advised to exercise judgment and discretion when acting upon recommendations or outputs provided by the Platform. The AI functionalities of the Platform are tools, and their guidance should be considered alongside human expertise. ENZZO SHALL NOT BE RESPONSIBLE FOR ANY DECISIONS OR ACTIONS TAKEN BY CUSTOMER BASED ON SUGGESTIONS PROVIDED BY THE PLATFORM’S AI FUNCTIONALITIES.
FEEDBACK & IMPROVEMENTS
General Feedback. Enzzo has implemented features within the application allowing Users to provide feedback, report anomalies, or suggest additional features. We appreciate and value User insights and aim to use this feedback to continually refine and enhance the Platform.
Feedback on AI-Generated Content. To further our commitment to AI enhancement, Enzzo may occasionally solicit direct feedback on specific AI-generated outputs. Such feedback mechanisms aim to identify areas of improvement, ensuring our AI better meets expectations over time.
Feedback Data and AI Improvement. Should Enzzo intend to use any Customer-specific data derived from Customer’s feedback to improve its AI (which shall not contain personally identifiable information), explicit consent will be sought from Customer beforehand. In such cases, the data will be anonymized and used solely for the purpose of AI enhancement, with no personal identifiers linked to the feedback.
Feedback is Optional. While we encourage Customer’s participation in feedback processes, Customer is not obligated to provide feedback or consent to the use of their data for AI improvements.
SUPPORT & TROUBLESHOOTING
Access to Support. For assistance or troubleshooting issues with the Platform, Customer can reach out for support via our designated contact information available on our website or support@enzzo.ai. Additionally, an in-Platform support chat feature has been integrated to offer all Users technical assistance and streamline the troubleshooting process.
Response Time. While Enzzo is committed to addressing concerns and resolving issues in a timely manner, we currently do not guarantee specific response times. Our team makes every effort to respond to and resolve issues as swiftly as possible, keeping user convenience at the forefront.
Troubleshooting and Issue Resolution. Customer is advised to provide clear and detailed descriptions of any issues encountered to facilitate quicker resolution. Our dedicated support team will guide the Customer through potential solutions and, when necessary, escalate concerns to ensure satisfactory resolution. Enzzo reserves the right to prioritize support requests based on the nature of the issue, its impact, and available resources. As such, resolution times may vary.
LIMITATIONS & DISCLAIMERS
Quality of Outputs. While Enzzo endeavors to ensure high-quality outputs from the Platform, we do not offer any assurances or guarantees regarding the quality, relevance, or fitness of Outputs for any particular purpose. Customer is responsible for validating and verifying the relevance and applicability of the Outputs for Customer’s intended use.
Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND ALL ITS FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ENZZO EXPRESSLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES REGARDING THE AVAILABILITY OR USE OF THE PLATFORM WHICH ARE NOT SET FORTH IN THE PRIVACY POLICY OR THESE TERMS, EITHER WITHIN OR OUTSIDE OF THE UNITED STATES, INCLUDING THE COMPLIANCE OF THE PLATFORM WITH ANY LEGAL, REGULATORY, OR OTHER OBLIGATIONS APPLICABLE TO CUSTOMER.WITHOUT LIMITING THE PRECEDING SUBSECTION, ENZZO DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT INTERRUPTIONS, BE ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED.
FROM TIME TO TIME, THE PLATFORM MAY INCLUDE AUTOMATED TRANSLATION FUNCTIONS FOR CUSTOMER DATA AND OTHER USERS’ DATA. FOR THE AVOIDANCE OF DOUBT, TRANSLATIONS ARE PROVIDED AS A CONVENIENCE TO OUR USERS AND ARE PROVIDED “AS IS”. SOME DATA AND CONTENT MAY NOT BE ACCURATELY TRANSLATED DUE TO THE LIMITATIONS OF OUR TRANSLATION FUNCTIONS. ENZZO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ACCURACY, RELIABILITY, OR CORRECTNESS OF SUCH TRANSLATIONS.
The Platform uses third-party LLMs to provide its features and functionalities. Enzzo does not screen, filter, or otherwise review information, services, resources, content, other data or materials provided by the LLMs, and note that they may contain errors, inaccuracies or omissions. Neither the Platform, nor any Output generated through the Platform, should be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the Platform or the Output is at the Customer’s own risk.
LIMITATION OF LIABILITY
Except for liability arising from a Party’s gross negligence or willful misconduct, neither Party, including its Affiliates, officers, directors, employees, and agents, shall be liable to the other party for any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data, or other intangible losses, that result from the use of, or inability to use, the Platform.
Except to the extent that liability cannot be limited under applicable law, and for a Party’s liability arising from its indemnification obligations, the total cumulative liability of either Party to the other Party for any and all direct damages arising under this Agreement, whether by statute, contract, tort or otherwise, will not exceed the fees paid or payable by Customer to Enzzo for use of the Platform during the twelve (12) month period immediately preceding the first event giving rise to the claim or damages. The provisions of these Terms allocate risks between the parties. The pricing offered by Enzzo reflects this allocation of risk and the limitation of liability specified in these Terms.
The limitations of liability in this Section 12 apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if Enzzo has been advised of the possibility of such damage.
INDEMNIFICATION; INSURANCE
Indemnification by Enzzo.
Enzzo agrees to defend Customer and its Affiliates, officers, directors, employees, and agents, from any third-party claim alleging that the Platform infringes or misappropriates such third party’s intellectual property rights (an “Customer Claim”) and will indemnify and hold them harmless from and against any damages, costs and reasonable attorneys’ fees awarded against them by a court of competent jurisdiction, or agreed in settlement approved by Enzzo, resulting from such Customer Claim.
If any portion of the Platform is subject to a Customer Claim that prohibits or impairs Customer’s use of the Platform, Enzzo may, at its own cost and discretion, either procure for Customer the right to continue the use of the Platform or modify the Platform so that it is non-infringing but retains materially equivalent functionality. If neither of the foregoing options are available on terms that are commercially reasonable for Enzzo, then Enzzo may terminate Customer’s right to access and use such portion of the Platform subject to the Customer Claim, and Customer will be entitled to a refund of a pro-rata portion of any prepaid and unused fees pertaining to the remaining then-current term of the Agreement.
Enzzo will have no liability or obligation with respect to any Customer Claim to the extent such Customer Claim is caused by (i) any Customer Data if used by Enzzo as permitted under this Agreement; (ii) unauthorized use of the Platform by Customer and/or its Authorized Users or Invited Users; (iii) modification of the Platform by anyone other than Enzzo or its representatives; or (iv) the combination, operation or use of the Platform with other services, applications, software, hardware, or other products not provided by Enzzo.
This Section 13.1 states Enzzo’s entire liability, and Customer’s exclusive remedy, with respect to a Customer Claim.
Indemnification by Customer. Customer agrees to defend Enzzo, its Affiliates, officers, directors, employees, and agents, from and against any third-party claim alleging that the Customer Data, when processed or used as allowed under this Agreement, infringe or misappropriate the intellectual property or proprietary rights of a third party (“Enzzo Claim”) and will indemnify and hold them harmless from and against any damages, costs and reasonable attorneys’ fees awarded against them by a court of competent jurisdiction, or agreed in settlement approved by Customer, resulting from such Enzzo Claim.
Third Parties. As used in this Section 13, a “third party” is a person or entity that is not a Party to this Agreement and is not an Affiliate of a Party.
Indemnification Procedures. A Party seeking indemnification hereunder (“Indemnitee”) must promptly notify in writing the other Party (“Indemnitor”) of any claim for which defense and indemnification is sought per this Section 13. Each Party agrees that it will not, without the other’s prior written consent, enter into any settlement or compromise of any claim that: (a) results, or creates a likelihood of a result, that in any way diminishes or impairs any right or defense that would otherwise exist absent such settlement or compromise; or (b) constitutes or includes an admission of liability, fault, negligence or wrongdoing on the part of the other Party. Indemnitor has the sole right to control the defense of any claim for which it is providing indemnification hereunder with its choice of counsel, and such control extends to all negotiations relating to the settlement of any such claim (except that Indemnitor may not make any admissions on Indemnitee’s behalf or settle the claim unless the settlement unconditionally releases Indemnitee of all liability). Indemnitee understands that Indemnitor’s obligations under this Section 13 will be limited to the extent a court of final jurisdiction finds that Indemnitee contributed to the claim. Indemnitee may, at its own cost and expense and election, participate in the defense of any such claim.
Insurance. Enzzo shall at all times during the Term, at its cost and expense, maintain the following insurance: (i) Worker's Compensation insurance as required in accordance with applicable law, (ii) Commercial General Liability, Property and Casualty insurance (including products/completed operations, advertising liability and contractual liability insurance) providing coverage on an occurrence basis for bodily injury, personal injury and property damage liability with combined single limits of not less than $1,000,000 bodily injury/personal injury and $2,000,000 per occurrence for other coverage, and (iii) Professional Liability/Errors and Omissions Liability Insurance covering Enzzo’s acts, errors and omissions with combined single limits not less than $1,000,000 per occurrence. Each of the foregoing insurance coverages, excluding Statutory Worker's Compensation insurance, shall (1) be primary and non-contributory to any other insurance available to Customer or its Affiliates, and (2) provide that the insurance company waives all rights of subrogation against Customer and its Affiliates and their respective customers, officers, directors, employees and agents. Enzzo will provide at least 30 days' prior written notice to Customer of any cancellation or material change in coverage. Promptly following request, Enzzo shall provide Customer certificates of insurance evidencing the required coverage.
Survival. This Section 13 will survive the termination or expiration of this Agreement.
INTEGRATIONS
Current Integrations
AI & Language Models. The Platform currently integrates with Anthropic, Google, OpenAI, Perplexity and other Large Language Models (LLMs) for text-based operations.
Image Models. For image generation and processing capabilities, Enzzo employs Stable Diffusion XL 1.0, a product of Stability.AI, DALL·E 3, a product of Open AI, Flux, and Gemini.
Payment Processing. Stripe provides payment processing services for Enzzo. Stripe’s robust and secure payment infrastructure allows Enzzo to offer seamless billing and subscription functionalities to its users.
Hosting and Infrastructure. Enzzo relies on various third-party infrastructure and hosting solutions to ensure optimal performance and user experience. These solutions, while managed and configured by Enzzo, may be hosted on third-party platforms such as Amazon Web Services (AWS) or Vercel.
Future Integrations. Any future integrations will be communicated to Customer via the Platform or other appropriate channels.
THIRD-PARTY SERVICES. The Platform may link to or permit, at Customer’s option, integration with websites, applications, or services provided by third parties (“Third-Party Services”). Enzzo does not make any representations or warranties about Third-Party Services. Customer acknowledges and agrees that Enzzo is not responsible for the availability, accuracy, or functionality of Third-Party Services. Customer further acknowledges that its use of Third-Party Services will be at Customer’s own risk. Customer expressly agrees to hold Enzzo harmless for any claims of damage arising from any Third-Party Services or use of Customer Data by those third parties, including without limitation any Customer Data that Customer authorizes Enzzo to transmit to such Third-Party Services. Third-Party Services are not subject to these Terms. Customer’s use of Third-Party Services is subject to the third-party terms and privacy policies applicable to each site or service, and Customer should review those terms and privacy policies before any use of the Third-Party Services.
PRIVACY. The Enzzo Privacy Policy, located at enzzo.ai/privacy-2, explains how Enzzo collects, stores, uses, shares, and protects any personal information provided to Enzzo. By executing the Order Form, the Customer agrees to the Privacy Policy.
TERM; TERMINATION; SUSPENSION
Term
Trial Period. If a Trial Period is indicated in the Order Form, the term of this Agreement will commence upon the Trial Period Start Date and continue until the Trial Period End Date set forth in the Order Form, unless terminated earlier in accordance with this Agreement. If not previously terminated, at the end of the Trial Period, this Agreement will automatically continue for the Initial Term set forth in the Order Form.
Subscription Term. If no Trial Period is indicated on the Order Form, or if a Trial Period is indicated and this Agreement is not terminated prior to the expiration of Trial Period, this Agreement will be in effect for the Initial Term set forth in the Order. Upon expiration of the Initial Term, this Agreement will automatically renew for successive 12-month periods (each a “Renewal Term”) unless terminated by either Party in accordance with Section 17.2. Each Renewal Term shall initially include the number of Full Seat licenses in effect immediately prior to the renewal. The Initial Term together with any subsequent Renewal Term constitutes the “Subscription Term.”
Termination
Termination for Cause. Either Party may terminate the Agreement (i) in the event of a material breach of this Agreement by the other Party and the failure by such party to cure such breach within thirty (30) days after receiving written notice thereof from the non-breaching party, or (ii) immediately upon written notice to the other Party if the other Party ceases doing business or is the subject of a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, that is not dismissed within 60 days of filing. For the avoidance of doubt, Customer’s failure to pay any undisputed fees when due shall be deemed a material breach under this Agreement.
Termination for Convenience by User. Customer may terminate this Agreement and its account for convenience (i.e., for any reason or no reason) immediately by canceling its Subscription using the cancelation mechanism in its account settings or by notifying the Enzzo support team. If Customer terminates this Agreement for convenience, it will not be entitled to any refund.
Consequences of Termination
Upon termination of this Agreement: (a) Customer’s access to the Platform, including all Product Workspaces, Share Links, and Customer Data, shall terminate; provided that Enzzo will enable Customer retrieve its Customer Data for thirty (30) days following termination; and (b) all unpaid amounts owed by Customer to Enzzo under this Agreement shall be immediately due.
Promptly following the 30-day period described in Section 17.3.1, Enzzo will permanently delete all Customer Data and Enzzo will have no liability to Customer as a result of Customer’s loss of access to such Customer Data.
Suspension; Reinstatement. In addition to its other rights or remedies under these Terms, including without limitation any termination rights, Enzzo reserves the right to suspend Customer’s use of the Platform: (a) if Customer is 15 days overdue in the payment of fees not subject to a good faith dispute; (b) if Enzzo deems such suspension necessary as a result of Customer’s material breach of its obligations under Section 4.3.3; (c) if Enzzo reasonably believes such suspension is necessary to prevent or stop the conduct of illegal activity or suspected illegal activity or to prevent or mitigate damage or imminent damage to Enzzo systems or data stored on such systems; or (d) as required by law or at the request of governmental entities. In the cases of (a) and (b), amounts payable to Enzzo shall continue to accrue during any period of suspension and must be paid as a condition precedent to reinstatement of the Customer’s account. In certain circumstances, and at the sole discretion of Enzzo, suspended accounts may be reinstated upon rectification of the breach or issue that led to the suspension.
AMENDMENT. This Agreement may only be amended by mutual written agreement of both parties. Enzzo shall not be bound by any subsequent terms, conditions, or other obligations included in any Customer purchase order, vendor portal, receipt, acceptance, confirmation or other correspondence from Customer unless expressly assented to in writing by Enzzo and counter-signed by Customer’s authorized representative.
GOVERNING LAW; VENUE; JURISDICTION. This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws provisions. Any disputes, claims, or controversies arising out of or relating to this Agreement shall be brought and prosecuted solely and exclusively within the state or federal courts located in Seattle, Washington. Each party irrevocably consents to the exclusive jurisdiction of such courts and waives any right to challenge the jurisdiction or venue of such courts.
RELATIONSHIP OF THE PARTIES. The relationship between Enzzo and Customer is that of an independent contractor, and nothing in this Agreement shall be construed as making the parties hereto partners or creating the relationships of employer and employee, master and servant, or principal and agent between them, for any purpose whatsoever. Neither Party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other Party’s name or on its behalf.
WAIVER AND SEVERABILITY. Performance of any obligation required by a Party under this Agreement may be waived only by a written waiver signed by an authorized representative of the other Party, which waiver shall be effective only with respect to the specific obligation described in such written waiver. The failure of either Party to exercise any of its rights under this Agreement will not be deemed a waiver or forfeiture of such rights. The invalidity or unenforceability of one or more provisions of this Agreement will not affect the validity or enforceability of any of the other provisions of this Agreement.
NOTICES. Either Party may give notice to the other Party by means of electronic mail or by written communication sent by first class mail or pre-paid post, either of which shall constitute written notice under this Agreement. Notices sent to Enzzo by email must be sent to: legal@enzzo.ai. Notices sent to Enzzo by mail or pre-paid post must be sent to: Enzzo, Inc., 240 2nd Ave S, #300, Seattle, WA 98104, Attn: Legal Notices. Enzzo will provide notice to Customer at the email provided by Customer or to then-current mailing address provided by Customer.
ASSIGNMENT. Neither Party may assign its rights or delegate obligations hereunder to a third party without the prior written consent of the other Party except to a successor-in-interest pursuant to a merger, acquisition, reorganization, or sale of all or substantially all of such party’s assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties’ respective successors and permitted assigns.
ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither Party has relied upon any such prior or contemporaneous communications.