Terms of Service

1. Agreement to terms

These Terms of Service ("Terms") govern your use of the services provided by Zerde ("Zerde," "we," "us," or "our"). By executing an Order Form or signed agreement that references these Terms, or by accessing or using the Zerde platform, you ("Customer") agree to be bound by these Terms on behalf of yourself and the school or organization you represent.

No self-service signup. Access to Zerde's Services is subject to a signed agreement or order form. These Terms do not apply to trial or beta access unless explicitly stated in a written agreement.

2. Services

Zerde provides AI-powered lead engagement, appointment scheduling, and enrollment automation services for vocational and trade schools. The specific Services, scope, and commercial terms are defined in the Order Form or signed agreement between Zerde and Customer.

Zerde may update, modify, or discontinue features of the Services with reasonable notice. Material reductions in functionality will be communicated at least 30 days in advance.

3. Customer responsibilities

• Customer is responsible for ensuring that all contacts in its database have provided valid TCPA-compliant consent before those contacts are loaded into the Zerde platform.
• Customer must designate at least one administrator who is authorized to manage the account and communicate with Zerde's team.
• Customer is responsible for the accuracy of program information, admissions policies, and any content provided to configure AI agents.
• Customer must promptly notify Zerde of any changes that materially affect agent behavior (e.g., program cancellations, enrollment caps, schedule changes).
• Customer is solely responsible for compliance with all applicable laws in its jurisdiction, including but not limited to FERPA with respect to enrolled students.

4. Acceptable use

Customer agrees not to use the Services to:

• Send unsolicited commercial messages (spam) in violation of applicable law.
• Contact individuals who have opted out or who have not provided consent.
• Promote or facilitate illegal activities, hate speech, harassment, or discrimination.
• Engage in industries or use cases that are prohibited by SMS carrier policies, including but not limited to: adult content, gambling, firearms/ammunition sales, cannabis/marijuana (federally illegal substances), and payday lending.
• Misrepresent the identity of Zerde's AI agents as human when directly and sincerely asked.
• Reverse engineer, decompile, or attempt to extract the source code of the Zerde platform.
• Resell or sublicense access to the Services without written permission.

Violation of this Acceptable Use Policy may result in immediate suspension of Services without refund.

5. Fees and payment

Fees are as set forth in the applicable Order Form. Invoices are due within 30 days of issue unless otherwise specified. Late payments accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.

Zerde reserves the right to suspend Services for accounts more than 30 days past due, with 7 days written notice.

6. Intellectual property

Zerde retains all intellectual property rights in the platform, software, and AI models. Customer retains all rights in its own data, including lead information, conversation history, and school content. Zerde is granted a limited license to use Customer data solely to deliver the Services.

Zerde may use aggregated, anonymized performance data (never attributable to a specific school or individual) to improve its models and services.

7. Confidentiality

Each party agrees to keep confidential the other party's non-public information disclosed in connection with the Services. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.

8. Sub-processors and third-party services

Zerde uses third-party sub-processors to deliver the Services, as listed in our Privacy Policy. We will provide 30 days written notice of material changes to our sub-processor list. If Customer objects to a new sub-processor for a legitimate reason, the parties will work in good faith to address the concern.

9. Limitation of liability

DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS." ZERDE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZERDE'S TOTAL LIABILITY TO CUSTOMER FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF: (A) $1,000 USD, OR (B) THE TOTAL FEES PAID BY CUSTOMER TO ZERDE IN THE 12 MONTHS PRECEDING THE CLAIM.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

Customer agrees to indemnify, defend, and hold Zerde harmless from any claims, damages, or expenses (including reasonable legal fees) arising from: (a) Customer's violation of these Terms; (b) Customer's violation of applicable law; or (c) claims that Customer-provided content infringes third-party rights.

11. Term and termination

These Terms are effective as of the date Customer executes an Order Form and continue until terminated. Either party may terminate the agreement by providing 30 days written notice to the other party. Zerde may terminate immediately upon: (a) material breach of the Acceptable Use Policy; (b) non-payment after the cure period in Section 5; (c) Customer's insolvency or bankruptcy.

Upon termination, Customer data will be available for export for 30 days, after which it will be deleted per the retention schedule in the Privacy Policy.

12. Governing law and disputes

These Terms are governed by the laws of the State of California, without regard to conflict of law principles. Any dispute arising from these Terms shall be resolved by binding arbitration administered by JAMS in San Francisco, California, except that either party may seek injunctive relief in any court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable attorneys' fees.

13. Changes to these Terms

Zerde may update these Terms with 30 days written notice to Customer admins. Continued use of the Services after the effective date constitutes acceptance of the updated Terms. If Customer objects to material changes, it may terminate the agreement during the notice period.

14. Contact