Terms of Service
These Terms of Service (the “Terms”) are a binding agreement between you and Zoti Software LLC, a Florida limited liability company doing business as “Zoti” (“Zoti,” “we,” “us” or “our”). Please read them carefully. They include an automatic renewal disclosure in Section 6, a limitation of liability in Section 17, and a waiver of jury trials and class actions in Section 20.
1. Agreement to these Terms
These Terms apply when you visit zoti.io (the “Site”), request or buy our custom software services, or use any software we host and operate for you on a subscription basis (“Hosted Software”). The Site, our services and the Hosted Software are together the “Services.”
By using the Services, signing or accepting a quote, order form or statement of work, or paying an invoice, you agree to these Terms. If you are accepting on behalf of a company or other organization, you confirm that you have authority to bind it, and “you” means that organization. If you do not agree, do not use the Services.
2. Our services
Zoti provides:
- Custom software services: design, development, integration, hosting, maintenance and support of websites, web and mobile applications, automations and related software, as described in a quote, order form or statement of work.
- Hosted Software: software, platforms and applications that we host, operate and maintain for you on a subscription basis, which may be offered directly or through partners under their own brand.
- Monthly plans: ongoing development, support, hosting or maintenance, billed on a recurring basis.
We may add, change or retire features of the Hosted Software over time. We will not materially reduce the core features of a paid subscription during a billing period you have already paid for.
3. Eligibility and accounts
The Services are intended for businesses and individuals who are at least 18 years old. You agree to give us accurate, current information and to keep it updated. You are responsible for keeping your login details secure and for all activity under your account. Tell us right away at hello@zoti.io if you think your account has been accessed without permission.
4. Quotes, orders and statements of work
Every paid engagement is described in a written quote, order form, statement of work, online checkout page or signed agreement (each an “Order”). An Order sets out the scope, deliverables, timeline, fees and billing schedule. Quotes are valid for 30 days unless they say otherwise.
If an Order conflicts with these Terms, the order of priority is: (1) a separately signed master or custom agreement, (2) the Order, then (3) these Terms. Work outside the agreed scope (“change requests”) will be quoted separately and needs your approval before we start it.
5. Fees, billing and payment
- Prices. Fees are set out in your Order and are stated in U.S. dollars unless the Order says otherwise. Fees do not include taxes. You are responsible for any applicable sales, use, value-added or similar taxes, other than taxes on our income.
- Payment processing. Payments are processed by our third-party payment processor, Stripe, Inc. We do not store your full card number. By giving us a payment method, you authorize us and Stripe to charge it for all amounts due under your Order, including recurring charges for subscriptions, and you agree to Stripe’s applicable terms.
- Projects. Unless your Order says otherwise, project work is billed as a deposit before work begins, followed by milestone or completion payments as set out in the Order.
- Invoices. Invoices are due on receipt unless the Order gives different payment terms.
- Late or failed payments. If a payment fails or is more than 15 days overdue, we may retry the charge, suspend work or access to the Services after giving you notice, and charge interest on overdue amounts at 1.5% per month or the maximum rate allowed by law, whichever is lower. You agree to pay reasonable costs of collecting overdue amounts.
6. Subscriptions, automatic renewal and cancellation
Automatic renewal disclosure. Monthly plans and Hosted Software subscriptions renew automatically at the end of each billing period (monthly or annually, as shown when you subscribe) for another period of the same length, and the payment method on file will be charged the then-current subscription fee until you cancel. You can cancel at any time as described below.
- How to cancel. You can cancel from your account settings or billing portal where available, or by emailing hello@zoti.io from the email address on your account. We will confirm your cancellation by email.
- When cancellation takes effect. Cancellation stops future renewals. It takes effect at the end of your current billing period, and you keep access until then. To avoid being charged for the next period, cancel before the renewal date.
- Price changes. We will give you at least 30 days’ notice by email before any increase to your subscription price takes effect. The new price applies from your next renewal after the notice period. If you do not agree, you may cancel before it takes effect.
- Annual renewals. For annual subscriptions, we will send a reminder to the email on your account at least 30 days before the renewal date.
- Free trials and promotions. If we offer a free or discounted trial, the terms will be shown when you sign up. Unless you cancel before the trial ends, your subscription will start and you will be charged the regular fee shown at sign-up.
- Minimum terms. Some custom agreements or Orders include a minimum commitment. If yours does, the minimum term and any early cancellation terms will be stated clearly in the Order before you agree to it.
7. Refunds
Refunds are governed by our Refund & Cancellation Policy, which forms part of these Terms. Nothing in these Terms limits any refund right you have under applicable law.
8. Payment disputes and chargebacks
If you think a charge is wrong, please contact us first at hello@zoti.io. Most billing questions can be resolved quickly. If you file a chargeback for a charge that was properly authorized under these Terms, we may suspend the related Services while the dispute is open and provide the payment network with relevant records, such as your Order, your acceptance of these Terms and evidence of delivery.
9. Your responsibilities and content
To deliver the Services, we may need content, data, logins, brand assets, feedback and approvals from you (“Client Materials”). You agree to provide them on time, and you understand that delays on your side may move timelines. You confirm that you have all rights needed for us to use Client Materials, and that they do not infringe anyone’s rights or break any law. You grant us a non-exclusive, worldwide, royalty-free license to use, copy, modify and display Client Materials only as needed to provide the Services to you.
You are responsible for the content you publish using the Services, including websites, posts, review responses and messages, and for complying with laws that apply to your business.
10. Intellectual property and ownership
- Custom deliverables. Unless your Order says otherwise, once you have paid in full for a project, you own the custom deliverables created specifically for you under that Order (the “Deliverables”), excluding Zoti Materials and third-party materials.
- Zoti Materials. We keep all rights in our pre-existing and independently developed software, tools, frameworks, components, templates, know-how and our Hosted Software (“Zoti Materials”). Where Zoti Materials are built into your Deliverables, we grant you a non-exclusive, perpetual, royalty-free license to use them as part of those Deliverables. Zoti Materials provided as part of a subscription, such as Hosted Software, are licensed only for the length of the subscription.
- Third-party and open-source materials. Deliverables may include third-party or open-source components, fonts, templates, stock media or design assets, which are licensed to you under their own terms.
- Our brand. “Zoti,” the Zoti logo and our product names are our trademarks. These Terms do not give you any right to use them.
- Portfolio. Unless you tell us otherwise in writing, we may name you as a client and show non-confidential parts of the work in our portfolio. We will never share your confidential information.
- Feedback. If you send us ideas or suggestions about the Services, we may use them without any obligation to you.
11. Hosted Software and acceptable use
Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to access and use the Hosted Software during your subscription for your internal business purposes (or, for agency partners, to serve your own clients as set out in your agreement with us). You agree not to, and not to let anyone else:
- use the Services for anything illegal, fraudulent, deceptive or harmful, or to violate anyone’s rights;
- send spam or unsolicited messages, or post fake reviews, fake testimonials or misleading content;
- upload malware or interfere with the security, integrity or performance of the Services;
- gain or try to gain unauthorized access to the Services or other users’ data;
- copy, resell, sublicense or reverse engineer the Hosted Software, except as allowed by law or by a written agreement with us;
- scrape the Services or use them to build a competing product; or
- use the Services in breach of the terms of any connected third-party platform.
We may remove content or suspend access that we reasonably believe breaks this Section, and we will tell you when we do unless the law or safety prevents it.
12. Third-party services
The Services may connect to or rely on third-party services, such as Google, Meta, hosting providers, domain registrars and Stripe. Your use of those services is governed by their own terms and privacy policies. We are not responsible for third-party services, including outages, changes to their features or APIs, or decisions they make about your accounts, although we will work with you in good faith to keep things running.
13. AI-assisted features
Some Services use artificial intelligence to generate or suggest content, such as posts, replies, copy or recommendations. AI output may be inaccurate, incomplete or similar to content produced for others. You are responsible for reviewing AI-generated content before you publish or rely on it. We do not use your confidential Client Materials to train AI models that are shared with other customers.
14. Confidentiality
Each party will keep the other’s non-public business, technical and financial information confidential, use it only to perform under these Terms, and protect it with at least reasonable care. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from someone else. A party may disclose confidential information if required by law, after giving notice where legally allowed.
15. Privacy and data protection
Our Privacy Policy explains how we handle personal information. When we process personal information on your behalf through Hosted Software or custom software, we act as your service provider (or processor), process it only to provide the Services and on your instructions, and protect it with reasonable security measures. A data processing addendum is available on request.
16. Warranties and disclaimers
We will perform the Services in a professional and workmanlike manner, consistent with generally accepted industry standards. If we do not, tell us in writing within 30 days of the relevant delivery and, as your sole remedy, we will re-perform the affected work or, if we cannot, refund the fees paid for that portion of the work.
Except as expressly stated in these Terms, the Services are provided “as is” and “as available,” and we disclaim all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not guarantee that the Services will be uninterrupted or error-free, or that they will achieve any particular business result, such as search rankings, traffic, followers, leads or revenue.
17. Limitation of liability
To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or goodwill, even if advised of the possibility. Each party’s total liability arising out of or relating to these Terms or the Services will not exceed the fees you paid to Zoti in the twelve (12) months before the event giving rise to the claim.
These limits do not apply to your payment obligations, either party’s indemnification obligations, or liability that cannot be limited by law.
18. Indemnification
You will defend, indemnify and hold harmless Zoti and its members, officers, employees and contractors from third-party claims, and related losses and reasonable legal fees, arising from your Client Materials, your content, your use of the Services in breach of these Terms, or your violation of law or third-party rights. We will defend you against third-party claims that Deliverables we created (excluding Client Materials and third-party materials) infringe a U.S. intellectual property right, and pay resulting damages finally awarded or agreed in settlement.
19. Suspension and termination
- You may stop using the Services at any time, and cancel subscriptions as described in Section 6.
- Either party may end an Order by written notice if the other party materially breaches it and does not fix the breach within 15 days of notice.
- We may suspend or terminate the Services immediately if required by law, to prevent harm or fraud, or for a serious breach of Section 11.
- If a project ends early for any reason, you will pay for work performed and non-refundable costs incurred up to the end date, and we will refund any prepaid fees for work not yet performed, as described in our Refund & Cancellation Policy.
- For 30 days after a subscription ends, you may request an export of your data that we hold in the Hosted Software. After that, we may delete it.
- Sections that by their nature should survive termination (including payment, ownership, confidentiality, disclaimers, limitation of liability, indemnification and disputes) will survive.
20. Governing law and disputes
These Terms are governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Before filing any claim, each party agrees to try to resolve the dispute informally by contacting the other in writing and negotiating in good faith for at least 30 days.
If a dispute is not resolved informally, it will be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and each party consents to the personal jurisdiction of those courts. Either party may bring an individual claim in small claims court if it qualifies.
To the fullest extent permitted by law, each party waives its right to a jury trial, and agrees that claims may be brought only in its individual capacity and not as a plaintiff or class member in any class, consolidated or representative proceeding.
21. Changes to these Terms
We may update these Terms from time to time. We will post the updated version on this page and change the “Last updated” date. If a change is material, we will give active customers at least 30 days’ notice by email before it takes effect. Changes do not apply retroactively, and they do not change an Order already signed unless you agree.
22. General terms
- Entire agreement. These Terms, together with any Orders and policies referenced here, are the entire agreement between us about the Services.
- Independent contractors. We are independent contractors. Nothing here creates a partnership, joint venture or employment relationship.
- Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition or sale of assets, with notice to you.
- Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.
- Severability and waiver. If any provision is found unenforceable, the rest stays in effect. Not enforcing a provision is not a waiver of it.
- Notices and electronic communications. We may send notices to the email on your account. You agree that electronic communications, signatures and acceptance satisfy any requirement that they be in writing. Notices to us should go to hello@zoti.io.
23. Contact us
Questions about these Terms, your bill or your subscription? Contact us:
Zoti Software LLC
1000 Brickell Avenue, Suite 715 PMB 802
Miami, FL 33131, United States
Email: hello@zoti.io