Terms of Service

These Terms of Service (the Terms) are a binding agreement between you and [Legal entity name, to be confirmed] (Zagvo, "we", "us"), registered at [Registered company address, to be confirmed].

By creating an Account, accessing the Service, or clicking to accept, you agree to these Terms. If you do not agree, do not use the Service. If you are entering into these Terms on behalf of a company or other organisation, you confirm you have authority to bind it, and "you" refers to that organisation.

The Privacy Policy, Refund Policy, Cookie Policy and Acceptable Use Policy are incorporated by reference and form part of these Terms. Defined terms have the meaning given in Section 2 of the Privacy Policy unless redefined below.

Service

The Zagvo website, web application, APIs and supporting systems operated by us.

Account

Your credentials and profile for accessing the Service.

Project

A product or initiative in your Workspace and everything attached to it, discovery answers, build plan, tasks, conversations, documents, memory and uploaded files.

Customer Content

Anything you provide to or create in the Service.

Output

Material generated by the Service in response to your input, including briefs, PRDs, technical specifications, task lists, builder prompts and mentor replies.

Credits

The unit used to meter AI usage. Credits are allocated by your subscription plan and consumed when you take an AI action.

Plan

The subscription tier you select, which determines your monthly Credit allocation and feature access.

Beta Access

Access granted during our closed beta on complimentary terms, as described in Section 8.

• You must be at least 16 years old, or the minimum age of digital consent in your country if higher, and able to form a binding contract.
• You must not be barred from using the Service under the laws of your jurisdiction or ours.
• You must not be located in, ordinarily resident in, or acting on behalf of a person in a country or region subject to comprehensive sanctions, and you must not appear on any applicable restricted-party list (see Section 20).
• If your Account was previously terminated for a violation of these Terms, you may not create a new Account without our written permission.

Zagvo is the AI product manager for people building software with AI. Depending on your Plan, the Service allows you to create Projects, run guided discovery, generate documentation such as product briefs, PRDs, technical specifications, database schemas, API specifications, UX flows, QA checklists, security reviews and launch checklists, break work into tasks, converse with an AI mentor, store project knowledge, upload files for context, export documents, and track launch readiness.

The Service helps you specify and plan software. It does not host, deploy, compile or run your application, and it does not guarantee that any plan, specification or prompt will produce working software in any third-party AI builder or development tool.

We may add, change or remove features. Where we discontinue a material feature you rely on, we will give reasonable advance notice and, where a paid Plan is materially degraded as a result, offer a pro-rata credit or refund in line with the Refund Policy.

During our closed beta, we may grant Beta Access: the full subscription experience (plan selection, activation and Credit allocation) provided at no charge and activated without a card payment. Beta Access is complimentary, personal to your Account, and may be modified, limited or withdrawn at any time on reasonable notice.

We may also label individual features as beta, preview or experimental. Those features are provided as is, may change or be removed without notice, may be less reliable than generally available features, and are excluded from any service commitment.

Your use of the Service is governed by our Acceptable Use Policy, which forms part of these Terms and sets out permitted and prohibited conduct in detail. In summary, you must not use the Service to break the law, harm others, compromise systems, infringe rights, abuse resources, or misuse AI capability.

We may investigate suspected violations and take the enforcement actions described in the Acceptable Use Policy, including warning, feature restriction, suspension and termination.

The Service itself (software, interfaces, design system, documentation manifests, prompt architecture, planning and verification engines, brand, logo and name) is owned by us and protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Service in accordance with these Terms and your Plan.

You must not, and must not permit others to:

• copy, modify, translate or create derivative works of the Service;
• reverse engineer, decompile or attempt to derive source code or underlying prompts, except where such restriction is prohibited by law;
• resell, sublicense, rent or provide the Service to third parties as a competing or white-labelled offering;
• remove or obscure proprietary notices; or
• use our name, logo or brand without written permission, other than accurate factual references.

If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free right to use them without obligation to you. Feedback is not confidential.

The Service integrates with third parties (sign-in, payments, hosting, email, AI providers) and you may take Output to third-party AI builders and development tools. Those services are governed by their own terms and privacy policies. We are not responsible for their availability, content, security or acts, and their inclusion is not an endorsement. Fees charged by third parties are your responsibility.

We may suspend your Account or specific features, in whole or in part, where:

• we reasonably believe you have violated these Terms or the Acceptable Use Policy;
• your use poses a security risk to the Service or to other users;
• your use imposes an abnormal load or is being used to circumvent Credit metering;
• payment is overdue after reasonable attempts to collect; or
• suspension is required by law or by a provider we depend on.

Except where immediate action is necessary, we will give notice and, where the issue is capable of being fixed, an opportunity to fix it. We will restore access promptly once the cause is resolved. Suspension for cause does not entitle you to a refund for the suspended period.

Refunds are governed by the Refund Policy, which forms part of these Terms and describes treatment of monthly and annual subscriptions, Credits, duplicate and accidental payments, failed payments, chargebacks, taxes, upgrades, downgrades, promotional discounts and statutory consumer rights. Where the Refund Policy conflicts with these Terms on a refund question, the Refund Policy prevails.

To the maximum extent permitted by law, the Service and all Output are provided as is and as available, without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy and quiet enjoyment.

We do not warrant that the Service will be uninterrupted, error-free or secure, that defects will be corrected, or that Output will meet your requirements or produce any particular commercial result.

Some jurisdictions do not allow the exclusion of certain warranties. Where that applies, the exclusions above apply only to the extent permitted, and nothing in these Terms limits your non-excludable statutory rights as a consumer.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, data, goodwill, business opportunity or anticipated savings, however caused and regardless of the theory of liability, even if advised of the possibility.

Our total aggregate liability arising out of or relating to these Terms or the Service is limited to the greater of: (a) the total fees you actually paid to us for the Service in the twelve months immediately preceding the event giving rise to the claim; or (b) [Minimum liability floor, to be confirmed]. Where access was provided free of charge, including Beta Access, our aggregate liability is limited to that floor.

Nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded. These limitations apply even if a limited remedy fails of its essential purpose, and allocate risk in a way that is reflected in the pricing of the Service.

You will defend, indemnify and hold harmless Zagvo and its officers, employees and agents from and against third-party claims, damages, liabilities, costs and reasonable legal fees arising out of or relating to: (a) Customer Content; (b) your use of the Service or of Output, including software you build using it; (c) your violation of these Terms or the Acceptable Use Policy; or (d) your violation of applicable law or of the rights of a third party.

We will notify you promptly of any claim, give you reasonable control of the defence, and cooperate at your expense. You may not settle a claim in a way that imposes obligations or admissions on us without our written consent.

The Service may be subject to export control and economic sanctions laws. You represent that you are not located in, ordinarily resident in, or acting on behalf of a person in a country or region subject to comprehensive sanctions, and that you are not listed on any applicable restricted-party or denied-persons list.

You must not export, re-export or make the Service available in breach of those laws, and must not use the Service to develop weapons, or for any end use prohibited by applicable export control regulations. We may suspend or terminate access where we reasonably believe continued provision would breach these laws.

Neither party is liable for failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, labour disputes, governmental action, internet or power failures, large-scale cyber-attacks, and failures of upstream hosting or AI providers. The affected party will notify the other and use reasonable efforts to resume performance. If such an event continues for more than 30 days, either party may terminate the affected subscription and we will refund prepaid, unused fees for the affected period.

• Entire agreement. These Terms and the policies incorporated into them are the entire agreement between us regarding the Service and supersede prior discussions.
• Assignment. You may not assign these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent necessary and the remainder stays in force.
• No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.
• Notices. We may give notice by email to the address on your Account or by in-product notice. You give notice using the contacts in Section 24.
• No third-party beneficiaries. These Terms do not create rights for anyone other than you and us.
• Relationship. Nothing here creates a partnership, joint venture, employment or agency relationship.
• Language. These Terms are drafted in English. Any translation is provided for convenience and the English version prevails.

We may revise this document from time to time to reflect changes in the Service, our providers, or applicable law. When we make material changes we will update the “Last updated” date, publish the revised document on this page, and (where the change materially reduces your rights or materially expands your obligations) notify account holders by email or in-product notice before the change takes effect. Changes are effective on the stated effective date. Continued use of the Service after that date constitutes acceptance of the revised document. Prior versions are available on request.

If you do not accept a revision, you may cancel your subscription and stop using the Service before the effective date. Where a revision materially disadvantages you mid-term, you may cancel and request a pro-rata refund for the unused remainder of the paid period.

• General and support: help@zagvo.com, or the contact page on this website
• Billing and subscriptions: billing@zagvo.com
• Legal notices: [Legal entity name, to be confirmed], [Registered company address, to be confirmed]