Terms of Service

1. Definitions

As used in this Agreement:

• “Authorized Users” means employees, contractors, or agents of Customer who are permitted to access the Service.
• “CRM Data” means data Customer syncs to the Service from HubSpot or other connected CRM systems.
• “Customer Data” means all data, content, and information submitted to or processed by the Service by or on behalf of Customer, including CRM Data.
• “Documentation” means user guides, help center articles, and technical materials made available by RetentionZen.
• “Order Form” means a mutually executed order form, statement of work, or other written agreement between the parties that incorporates this Agreement.
• “Platform” means the RetentionZen AI Revenue Operating System, including the Defend Agent, Expand Agent, Recovery Agent, and the Zen synthesis layer.
• “Subscription Term” means the period during which Customer has a valid, paid subscription to the Service as specified in the applicable Order Form.
• “Usage Data” means aggregated, de-identified data about Customer's use of the Service, such as feature adoption rates and performance metrics.

2. Service Access & License

2.1 License Grant

Subject to the terms of this Agreement and payment of applicable fees, RetentionZen grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer's internal business operations.

2.2 Authorized Users

Customer may permit Authorized Users to access the Service. Customer is responsible for all acts and omissions of its Authorized Users and for ensuring they comply with this Agreement. Customer shall promptly notify RetentionZen of any unauthorized access or use.

2.3 Restrictions

Customer shall not, and shall not permit any third party to: (a) copy, modify, adapt, reverse-engineer, decompile, or create derivative works of the Service or underlying technology; (b) resell, sublicense, rent, or otherwise make the Service available to third parties; (c) use the Service to build a competing product or service; (d) remove or obscure any proprietary notices; (e) use the Service to transmit unlawful, harmful, or fraudulent content; or (f) circumvent or attempt to circumvent any authentication, usage limits, or security measures.

2.4 HubSpot Integration

The Service integrates with HubSpot via OAuth. Customer is responsible for maintaining valid HubSpot credentials and complying with HubSpot's terms of service. RetentionZen's access to HubSpot is limited to the OAuth scopes disclosed in the HubSpot App Marketplace listing. RetentionZen does not store HubSpot credentials and processes HubSpot data only as directed by Customer.

3. Customer Data

3.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants RetentionZen a limited, non-exclusive license to access, process, and use Customer Data solely to provide and improve the Service.

3.2 Data Processing

RetentionZen processes Customer Data as a service provider acting on Customer's behalf. For Customers subject to GDPR, CCPA, or other privacy regulations, the parties will execute a separate Data Processing Agreement (“DPA”) upon request. RetentionZen's current data practices are described in the RetentionZen Privacy Policy, incorporated herein by reference.

3.3 Data Security

RetentionZen implements commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data from unauthorized access, disclosure, or destruction. Customer acknowledges that no security measure is perfect and RetentionZen does not warrant that Customer Data will be completely secure.

3.4 Usage Data

RetentionZen may collect and use Usage Data to operate, improve, and market the Service. Usage Data will not identify Customer or any individual unless Customer has consented in writing.

3.5 AI Training

RetentionZen will not use Customer Data to train general-purpose AI or machine learning models that are made available to third parties without Customer's prior written consent. RetentionZen may use anonymized, aggregated data derived from the Service to improve its proprietary models and algorithms.

4. Autonomous Agents & AI Features

4.1 Agent Autonomy Modes

The Service includes AI agents (Defend, Expand, Recovery, and Zen) that may operate in configurable autonomy modes (Off, Dry Run, Supervised, Autonomous). Customer acknowledges that: (a) in Supervised mode, RetentionZen agents will request human approval via email before taking actions marked for confirmation; (b) in Autonomous mode, agents will act without individual approval within the parameters configured by Customer; and (c) Customer is responsible for selecting the appropriate autonomy mode and reviewing agent output regularly.

4.2 Outbound Communications

The Recovery Agent may send outbound emails on Customer's behalf using Customer's designated sending domain. Customer represents that it has all necessary rights and permissions to send such communications to the recipients, and that all such communications comply with applicable law, including CAN-SPAM, CASL, and GDPR. Customer assumes full responsibility for the content and legality of agent-generated outbound communications.

4.3 AI Accuracy Disclaimer

AI-generated insights, scores, recommendations, and narratives are probabilistic and may contain errors. RetentionZen does not warrant the accuracy, completeness, or fitness of any AI output for any particular purpose. Customer is responsible for reviewing AI outputs and making its own business decisions. RetentionZen is not liable for any decision made in reliance on AI-generated output.

5. Fees, Payment & Performance Guarantee

5.1 Fees

Customer agrees to pay fees as specified in the applicable Order Form. Fees are due net-30 from invoice date unless otherwise stated. All fees are non-refundable except as expressly set forth in this Agreement or required by applicable law.

5.2 Taxes

Fees are exclusive of all taxes, levies, or duties. Customer is responsible for all such taxes except those based on RetentionZen's net income.

5.3 Late Payment

Overdue amounts accrue interest at 1.5% per month (or the maximum allowed by law, if less). RetentionZen may suspend access to the Service after 15 days' written notice of an overdue balance.

5.4 Performance Guarantee

Certain Order Forms may include a performance guarantee. Where applicable: (a) the guarantee terms, metric definitions, and remedy will be specified in the Order Form; (b) the guarantee is conditioned on Customer providing accurate CRM data, maintaining active HubSpot integration, responding to agent approval requests within specified timeframes, and not materially altering agent configuration after onboarding; and (c) Customer must submit a claim within 30 days of the end of the applicable measurement period. The guarantee remedy is Customer's sole remedy for performance shortfalls.

6. Confidentiality

Each party agrees to keep the other's Confidential Information confidential, use it only to exercise rights or fulfill obligations under this Agreement, and protect it with at least the same care used for its own confidential information. “Confidential Information” means any non-public information designated as confidential or reasonably understood to be confidential. Exclusions apply for information that is publicly known, independently developed, or required to be disclosed by law. Customer Data constitutes Customer's Confidential Information. These obligations survive termination for three (3) years.

7. Intellectual Property

7.1 RetentionZen IP

RetentionZen retains all right, title, and interest in and to the Service, Platform, Documentation, and all underlying technology, algorithms, and models. No rights are granted to Customer except as expressly stated in this Agreement.

7.2 Feedback

If Customer provides suggestions or feedback about the Service, Customer grants RetentionZen a royalty-free, perpetual, irrevocable, worldwide license to use and incorporate such feedback without restriction or compensation.

8. Warranties & Disclaimers

8.1 Mutual Warranties

Each party represents that it has full authority to enter into this Agreement, that this Agreement is binding, and that its performance will not violate any applicable law or third-party right.

8.2 Service Warranty

RetentionZen warrants that the Service will perform materially in accordance with the Documentation during the Subscription Term. Customer's sole remedy for breach of this warranty is, at RetentionZen's option, correction of the defect or a pro-rata refund of prepaid fees for the affected period.

8.3 Disclaimer

Except as expressly set forth in Section 8.2, the Service is provided “as is” and “as available.” RetentionZen disclaims all warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement. RetentionZen does not warrant that the Service will be uninterrupted or error-free, or that any AI output will be accurate or reliable.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

In no event will either party be liable for any indirect, incidental, special, punitive, or consequential damages, or for loss of profits, revenue, data, or goodwill, even if advised of the possibility of such damages.

9.2 Aggregate Cap

Each party's total liability will not exceed the greater of: (a) fees paid by Customer in the twelve (12) months preceding the claim; or (b) $10,000.

9.3 Exceptions

The above limitations do not apply to Customer's payment obligations, either party's indemnification obligations, breaches of confidentiality, or damages from gross negligence or willful misconduct.

10. Indemnification

10.1 By RetentionZen

RetentionZen will defend and indemnify Customer from third-party claims alleging that the Service infringes a valid U.S. patent, copyright, or trademark, except where the claim arises from Customer's modification, Customer Data, or Customer's breach of this Agreement.

10.2 By Customer

Customer will defend and indemnify RetentionZen from third-party claims arising from Customer Data, outbound communications sent by agents on Customer's behalf, Customer's breach of this Agreement, or Customer's violation of applicable law.

10.3 Process

The indemnified party must promptly notify the indemnifying party of a claim, grant control of the defense, and provide reasonable cooperation.

11. Term & Termination

11.1 Term

This Agreement commences on the Effective Date and continues for the Subscription Term. Subscriptions auto-renew for successive one-year terms unless either party provides at least 30 days' written notice of non-renewal.

11.2 Termination for Cause

Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within 30 days, or becomes insolvent or subject to bankruptcy proceedings.

11.3 Effect of Termination

Upon termination, all licenses terminate, Customer must cease use of the Service, and each party must return or destroy the other's Confidential Information upon request. RetentionZen will make Customer Data available for export for 30 days post-termination, after which it may be deleted.

11.4 Survival

Sections 3.1–3.3, 6, 7, 8.3, 9, 10, 11.3, and 12 survive termination.

12. General Provisions

12.1 Governing Law

This Agreement is governed by the laws of the State of Delaware. Disputes will be resolved in the state or federal courts located in Delaware.

12.2 Entire Agreement

This Agreement, together with all Order Forms and any executed DPA, constitutes the entire agreement between the parties and supersedes all prior agreements. No modification is valid unless in writing signed by both parties.

12.3 Order of Precedence

In the event of a conflict: (1) Order Form; (2) DPA; (3) this Agreement.

12.4 Notices

Notices must be in writing, delivered by email with read receipt or overnight courier, and are effective upon confirmed delivery.

12.5 Waiver & Severability

Failure to enforce any provision is not a waiver. If any provision is held invalid, it will be modified to the minimum extent necessary; remaining provisions remain in full force.

12.6 Assignment

Customer may not assign this Agreement without RetentionZen's prior written consent. RetentionZen may assign in connection with a merger, acquisition, or asset sale without consent.

12.7 Force Majeure

Neither party is liable for delays caused by events beyond its reasonable control, provided the affected party gives prompt notice and uses commercially reasonable efforts to resume performance.

12.8 Publicity

Customer consents to RetentionZen referencing Customer's name and logo in marketing materials. Customer may revoke this consent with 30 days' written notice.

12.9 Updates to Terms

RetentionZen may update these Terms with 30 days' prior written notice. Continued use of the Service after the effective date constitutes acceptance. If Customer objects to a material change, Customer may terminate without penalty within the 30-day notice period.

Contact

For questions, contact: [email protected]