Terms & Conditions

Effective Date: January 11, 2026
Registered entity: ZTECHAI LLC (registered in the State of Montana, USA)
Support / Legal Notices: support@ztechai.us

These Terms and Conditions (“Terms”) are a legal agreement between you (the “Client”) and ZTECHAI LLC (“ZTECHAI,” “we,” “us” or “our”). By signing an agreement with ZTECHAI, using ZTECHAI services, placing an order, or otherwise accessing or using ZTECHAI’s products or services, you agree to be bound by these Terms.

1. Services

1.1 Scope. ZTECHAI provides AI-driven voice agents, AI automation services and related services (including integrations, deployment, training, monitoring and support) (collectively, the “Services”). Services may include linking AI agents to Client phone numbers, website chat widgets, and integrations with Client systems and third-party platforms as described in the Statement of Work (SOW) or onboarding call.

1.2 Client Responsibilities. The Client will (a) provide accurate information and materials needed for agent training, (b) provide any required API keys, credentials or access to third-party systems (calendar, CRM, telephony, storage, databases, etc.), and (c) obtain any consents and authorizations required by applicable law for contacting or processing personal data of their end-customers. See Section 6 (Consent & Compliance).

2. Onboarding, Setup & Billing

2.1 Setup Fee & One-Time Subscription. ZTECHAI charges a one-time setup fee that covers agent design, training on Client data, initial integration and deployment. The setup fee and scope are specified in the SOW or order.

2.2 Usage Billing (Pay-As-You-Go). After setup and deployment, the Client is billed on a pay-as-you-go basis for usage of the deployed agents (call minutes, LLM usage, telephony, premium integrations, storage, transcripts, etc.). Additional setup fees apply if the Client requests new agents or integrations outside the scope agreed at initial onboarding.

2.3 Free Trial. ZTECHAI may provide a free trial period: up to 7 days and 60 minutes of agent interaction by default. At ZTECHAI’s discretion and upon request, the trial may be extended up to 1 month for live testing. Trial minutes and timeframes cannot be carried forward beyond the trial period.

2.4 Invoices & Payment Terms. Fees are invoiced according to the SOW. Unless otherwise stated, payment is due within 15 days of the invoice date. Client shall pay all applicable taxes and duties. Late payments may incur interest and ZTECHAI may suspend Services for non-payment after reasonable notice.

2.5 Third-Party Costs. Client is responsible for all fees charged by third-party providers it authorizes or connects to the Services (telephony carriers, SMS providers, LLM providers, cloud storage, CRM subscriptions, etc.) unless otherwise agreed in writing.

3. Refunds, Cancellations & Credits

3.1 Refund Policy. If the Client is not satisfied with a deployed agent, ZTECHAI will consider refund requests. Approved refunds will be subject to a deduction equal to 10% of the total amount paid to account for work performed. Refund requests must be submitted in writing to support@ztechai.us and will be handled in accordance with the SOW and this Section.

3.2 Trial Cancellation. During the free trial the Client may cancel at any time and provide feedback. No fees will apply for trial cancellations.

3.3 Cancellation After Deployment. If the Client cancels after deployment, outstanding usage and setup fees remain due for the period covered and are non-refundable except as provided in Section 3.1.

4. Data, Recordings & Retention

4.1 Call Recordings & Transcripts. ZTECHAI retains call recordings and transcripts for 14 days by default. Upon Client request and payment of additional fees, ZTECHAI can extend retention or provide alternative retention arrangements.

4.2 Client Data Ownership. Client retains ownership of its customers’ personal data and call records. ZTECHAI does not assert ownership over Client’s customer data.

4.3 ZTECHAI IP & Work Product. Unless otherwise agreed in writing, ZTECHAI retains ownership of ZTECHAI-created workflows, agent designs, training processes, scripts, templates, models, and other deliverables (collectively, “ZTECHAI IP”). The Client is granted a limited, non-exclusive license to use ZTECHAI IP solely for the Client’s internal business purposes in connection with the Services.

4.4 Client Responsibility for Data Export & Storage. It is the Client’s responsibility to export and store any call recordings, transcripts, or customer data the Client wishes to retain beyond the default retention period. ZTECHAI will cooperate to provide data exports per the SOW and applicable fees.

4.5 Security. ZTECHAI implements reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Client data. Specific security measures are described in the SOW or a separate security addendum where applicable.

5. Integrations, API Keys & Credentials

5.1 Client Supplied Credentials. The Client will supply API keys, credentials and access tokens for third-party systems it wishes ZTECHAI to integrate. The Client is responsible for ensuring those credentials are valid and that ZTECHAI’s use of them is permitted.

5.2 Third-Party Service Dependencies. The Services may depend on third-party providers (telephony, LLMs, CRM platforms, SMS gateways, etc.). ZTECHAI is not liable for outages, changes, pricing, or other actions by third parties. ZTECHAI will make commercially reasonable efforts to notify the Client of material third-party interruptions.

6. Consent & Compliance (Telephony, Messaging & Data)

6.1 Client Certification. The Client certifies and warrants that it has obtained all necessary consents, authorizations, opt-ins, and permissions required by applicable law for contacting, recording, or processing its end-customers, including but not limited to telephony and messaging laws (e.g., TCPA, EU ePrivacy) and data protection laws (GDPR, HIPAA where applicable).

6.2 ZTECHAI Role. Unless otherwise agreed in writing, the Client is the data controller and ZTECHAI is the data processor with respect to personal data processed in the course of providing the Services. Where applicable, ZTECHAI will enter into a Data Processing Addendum (DPA) reflecting GDPR requirements and will enter into a Business Associate Agreement (BAA) when required to support HIPAA compliance. BAAs or DPAs must be requested and executed prior to ZTECHAI processing regulated data.

6.3 Prohibited Uses. Clients must not use the Services to:

·         Send unsolicited spam calls or messages;

·         Conduct fraud, scams, or deceptive practices;

·         Engage in illegal activities, hate speech, or adult sexual content distribution;

·         Run political persuasion campaigns without mutual written agreement and additional compliance measures;

·         Provide medical or financial advice through AI agents without involving a qualified human professional (Clients may use agents to schedule or route to licensed professionals; see Section 8).
ZTECHAI reserves the right to suspend or terminate Services for use in violation of this Section.

7. Support & Service Levels

7.1 Support. ZTECHAI provides support as described in the SOW. For issues, Clients should contact support@ztechai.us.

7.2 Service Levels. Specific service levels and uptime commitments (if any) are set out in the SOW. ZTECHAI will use commercially reasonable efforts to maintain Services but does not guarantee continuous, error-free operation.

8. Professional Advice, Medical & Financial Limitations

8.1 No Reliance on AI for Professional Advice. AI agents are not a substitute for licensed professionals. Agents may provide information and route or schedule consultations with human professionals, but must not be relied upon for definitive medical, legal or financial advice. Clients must ensure agents are configured to refer users to qualified professionals when appropriate.

8.2 Human Escalation. Clients may configure agents to schedule real human consultations for actual medical or financial advice. Responsibility for such referrals, and compliance with professional regulations, lies with the Client.

9. White-Labeling & Embedding

9.1 White-Label Use. ZTECHAI may provide white-label versions of Services for Client’s internal brand use. White-labeling is for Client use only, not for resale or white-label resale to Client’s customers without a separate written agreement.

9.2 Embedding. Clients are permitted to embed ZTECHAI agents on their websites or applications as permitted in the SOW. Embedded agents must comply with these Terms and all applicable laws.

10. Confidentiality

Each party will keep confidential the other party’s non-public business information identified as confidential. Confidential information does not include information that is publicly available or independently developed. Confidentiality obligations survive termination for three (3) years.

11. Intellectual Property & Use Rights

11.1 ZTECHAI IP. As set out in Section 4.3, ZTECHAI retains ownership of ZTECHAI IP. The Client receives only the limited license described.

11.2 Client IP. Client retains ownership of Client Data and any IP it supplies. Client grants ZTECHAI a limited license to use Client Data to provide Services (including training agents) for the duration of the engagement.

12. Warranties & Disclaimers

12.1 Mutual Warranties. Each party represents that it has the authority to enter into these Terms.

12.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND ZTECHAI DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ZTECHAI DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

12.3 Compliance Allocation (Balanced, ZTECHAI-Protective). The Client accepts responsibility for compliance with laws governing communications, data protection and content. ZTECHAI will use commercially reasonable efforts to assist with compliance, sign DPAs/BAAs where required, and implement reasonable security controls, but ZTECHAI is not responsible for the Client’s lack of consents, misconfigured integrations, improper use of agents, or Client-side data handling.

13. Indemnification

13.1 Client Indemnity. The Client shall indemnify, defend and hold harmless ZTECHAI and its officers, directors, employees and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Client’s breach of these Terms; (b) Client’s use of the Services in violation of law; (c) Client’s failure to obtain required consents; or (d) data or content provided by the Client.

13.2 ZTECHAI Indemnity. Subject to the limitations of liability set forth in Section 14, ZTECHAI will indemnify the Client for third-party claims that the unmodified ZTECHAI software (as provided by ZTECHAI) infringes a third party’s U.S. patent or copyright. ZTECHAI’s obligations are conditioned on Client (a) promptly notifying ZTECHAI of the claim, (b) giving ZTECHAI sole control of the defense and settlement, and (c) providing reasonable cooperation and information. This indemnity does not apply to infringements arising from Client data, Client modifications, or third-party integrations.

14. Limitation of Liability

14.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, DATA OR BUSINESS) ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 Liability Cap. EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING FROM OR RELATING TO THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CLIENT TO ZTECHAI UNDER THE APPLICABLE ORDER OR SOW IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15. Term & Termination

15.1 Term. These Terms commence on the Effective Date and continue until terminated as provided herein.

15.2 Termination for Convenience. Either party may terminate the Services for convenience as set out in the SOW. Termination does not relieve the Client of payment obligations for Services rendered through the date of termination.

15.3 Termination for Breach. For material breach, the non-breaching party will provide written notice describing the breach. ZTECHAI will warn first and provide a cure period of thirty (30) days where reasonably practicable. If the breach is not cured within the cure period, the non-breaching party may terminate immediately.

15.4 Immediate Termination. ZTECHAI may suspend or terminate access immediately for security concerns, illegal activity, or actions that cause harm to ZTECHAI systems or third parties.

15.5 Effect of Termination. Upon termination (a) Client shall pay all outstanding fees and (b) ZTECHAI may delete or destroy Client data in accordance with its data retention policy unless the parties agree to data export and retention services for a fee.

16. Changes to Terms

ZTECHAI may modify these Terms from time to time. Material changes will be communicated to Clients at least thirty (30) days prior to becoming effective. Continued use of the Services after the effective date constitutes acceptance of the modified Terms.

17. Governing Law & Dispute Resolution

17.1 Governing Law. These Terms will be governed by and construed in accordance with the laws of the State of Montana, USA, without regard to conflicts of law provisions.

17.2 Dispute Resolution. Parties will use good faith efforts to resolve disputes amicably. If unresolved, disputes shall be subject to the jurisdiction of the state and federal courts located in Montana, USA, unless the parties agree to arbitration in writing.

18. Export & Sanctions

Client will not use the Services in violation of U.S. export control laws, sanctions regimes or other applicable trade restrictions. Client certifies it is not located in, under control of, or a national of any country to which the U.S. has embargoed goods or services.

19. Miscellaneous

19.1 Entire Agreement. These Terms, the SOW and any order forms constitute the entire agreement between the parties with respect to the Services and supersede prior negotiations.

19.2 Assignment. Neither party may assign these Terms without the other party’s prior written consent, except that ZTECHAI may assign to an affiliate or in connection with a merger or sale.

19.3 Notices. Notices to ZTECHAI must be sent to support@ztechai.us. Notices to the Client will be sent to the email on file.

19.4 Severability. If any provision is held invalid, the remaining provisions remain in full force.

Contact

For questions about these Terms or to request DPAs, BAAs, or other compliance documents, contact:
support@ztechai.us

Acknowledgement
By engaging ZTECHAI’s Services, the Client acknowledges that it has read, understands, and agrees to these Terms and any applicable SOW.