Terms of Service for Zensus

1. Who We Are

Zensus Inc. ("Zensus," "we," "us," or "our") is a Delaware C-Corporation headquartered in Austin, Texas, operating the Zensus platform at https://zensus.app and our mobile applications (collectively, the "Services"). We provide AI-powered financial education and guidance through our proprietary Consensus AI technology.

Contact Information:
Email: hello@zensus.app
Website: https://zensus.app
Address: Austin, Texas, United States

2. Registration and Access

2.1 Account Creation

To access certain features of our Services, you must create an account by providing:

• A valid email address
• A secure password
• Basic profile information as requested during registration

You may also register using third-party authentication providers (Google, Apple, Auth0) as offered through our platform.

2.2 Account Responsibility

You are solely responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Ensuring the accuracy and currency of your account information
• Notifying us immediately at hello@zensus.app of any unauthorized access or security breaches

2.3 Account Eligibility

You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account and use our Services. By creating an account, you represent and warrant that you meet this requirement.

2.4 Account Security

You agree to:

• Use a strong, unique password for your Zensus account
• Enable multi-factor authentication when available
• Not share your account credentials with others
• Log out from your account at the end of each session on shared devices

We are not liable for any loss or damage arising from your failure to maintain account security.

3. Using Our Services

3.1 Permitted Use

You may use our Services for lawful purposes consistent with these Terms, including:

• Accessing educational financial content
• Receiving AI-powered financial guidance
• Setting and tracking financial goals
• Engaging with our AI voice assistant for financial questions
• Utilizing premium features if you subscribe to a paid plan

3.2 Prohibited Conduct

You agree NOT to:

• Violate any applicable laws, regulations, or these Terms
• Use the Services for any fraudulent, harmful, or illegal activities
• Attempt to gain unauthorized access to our systems, networks, or other users' accounts
• Use automated systems (bots, scrapers, etc.) to access the Services without our express written permission
• Reverse engineer, decompile, or attempt to extract source code from our software
• Upload malicious code, viruses, or any harmful technology
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the integrity or performance of the Services
• Collect or harvest information about other users without their consent
• Use the Services to provide financial advice to third parties as a professional service
• Abuse, harass, threaten, or intimidate other users or our staff

3.3 Service Modifications

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with or without notice. We are not liable for any modification, suspension, or discontinuation of the Services.

3.4 Beta Features

We may offer beta, experimental, or preview features ("Beta Features"). Beta Features are provided "as-is" without warranties and may be modified or discontinued at any time. Your use of Beta Features is at your own risk.

4. Content

4.1 Your Content

When you create, upload, post, or share content through our Services ("User Content"), you retain all ownership rights to your User Content. However, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with operating and improving the Services.

This license continues even after you stop using our Services for content that has been shared with other users and for content necessary to maintain service integrity.

4.2 User Content Responsibility

You are solely responsible for your User Content and represent and warrant that:

• You own or have the necessary rights to your User Content
• Your User Content does not infringe on intellectual property rights of others
• Your User Content complies with all applicable laws and these Terms
• Your User Content does not contain malicious code, viruses, or harmful technology

4.3 Prohibited Content

You agree not to submit User Content that:

• Infringes on intellectual property, privacy, or other rights of any third party
• Contains hate speech, harassment, threats, or incites violence
• Is fraudulent, false, misleading, or deceptive
• Contains sexually explicit material or exploits minors
• Violates any applicable laws or regulations
• Promotes illegal activities or dangerous behaviors
• Contains personally identifiable information of others without consent

4.4 Content Monitoring and Removal

We reserve the right (but have no obligation) to:

• Monitor, review, or remove User Content at our sole discretion
• Remove User Content that violates these Terms or is otherwise objectionable
• Take appropriate action against users who violate our content policies

We are not responsible for User Content and do not endorse any opinions expressed by users.

4.5 Financial Data Privacy

We take the security of your financial information seriously. Our collection, use, and protection of your financial data is governed by our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy at https://zensus.app/privacy to understand our data practices.

5. Our IP Rights

5.1 Zensus Intellectual Property

The Services and all original content, features, functionality, software, code, designs, graphics, logos, and trademarks are owned by Zensus Inc. and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

5.2 Proprietary Technology

Our Consensus AI architecture, algorithms, AI agent implementations, and related technologies represent proprietary innovations developed by Zensus. These technologies are protected as trade secrets and are not licensed to users.

5.3 Limited License to Use Services

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your personal, non-commercial use only.

5.4 Restrictions

You may not:

• Copy, modify, distribute, sell, or lease any part of our Services
• Reverse engineer or attempt to extract source code from our software
• Create derivative works based on the Services
• Use any proprietary information or interfaces without our express written consent
• Remove, alter, or obscure any copyright, trademark, or other proprietary notices
• Use our trademarks, logos, or brand elements without prior written permission

5.5 Feedback

If you provide us with feedback, suggestions, or ideas about the Services ("Feedback"), you grant us an unrestricted, perpetual, irrevocable, worldwide, royalty-free right to use, modify, and commercialize such Feedback without compensation or attribution to you.

6. Paid Accounts

6.1 Subscription Plans

Zensus offers both free and paid subscription plans:

6.2 Billing and Payment

• Subscription fees are billed in advance on a monthly or annual basis, as selected
• Payments are processed through Stripe or other payment processors we designate
• You authorize us to charge your designated payment method for all subscription fees
• All fees are in U.S. Dollars unless otherwise stated
• Fees are non-refundable except as expressly stated in these Terms or required by law

6.3 Automatic Renewal

Paid subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You will be charged the then-current subscription rate, which we may change with 30 days' notice.

6.4 Free Trials

We may offer free trial periods for paid subscriptions. If you do not cancel before the trial period ends, you will be automatically charged for the subscription. Trial eligibility may be limited to new users or specific circumstances.

6.5 Cancellation and Refunds

• You may cancel your paid subscription at any time through your account settings
• Cancellation takes effect at the end of your current billing period
• You will retain access to paid features until the end of the paid period
• We do not provide refunds for partial months or unused portions of subscription periods
• Refunds may be provided at our sole discretion for exceptional circumstances

6.6 Price Changes

We reserve the right to modify subscription pricing with at least 30 days' advance notice. Price changes will take effect at the start of your next billing cycle after the notice period. Your continued use of paid Services after a price change constitutes acceptance of the new pricing.

6.7 Payment Failures

If your payment method fails or your account becomes past due:

• We may suspend or downgrade your access to paid features
• You remain responsible for all unpaid amounts
• We may charge late fees or collection costs as permitted by law
• We may terminate your account for persistent payment failures

6.8 Taxes

All fees are exclusive of applicable federal, state, local, or foreign taxes, levies, or duties. You are responsible for all applicable taxes except those based on our net income.

7. Termination and Suspension

7.1 Termination by You

You may terminate your account at any time by:

• Accessing your account settings and selecting "Delete Account"
• Emailing us at hello@zensus.app with a termination request

Upon termination, you will lose access to your account and any associated data, except as required by law.

7.2 Termination by Us

We reserve the right to suspend or terminate your account and access to the Services immediately, without prior notice, if:

• You violate these Terms or our policies
• You engage in fraudulent, illegal, or harmful activities
• We are required to do so by law or government authority
• Your account has been inactive for an extended period (typically 12+ months)
• We discontinue the Services or your subscription tier
• We reasonably determine that continued service poses a risk to us or other users

7.3 Effect of Termination

Upon termination of your account:

• Your right to access and use the Services immediately ceases
• We may delete your User Content and account data after a reasonable period
• You remain liable for all fees and charges incurred before termination
• Sections of these Terms that by their nature should survive will continue to apply

7.4 Data Export

Before terminating your account, you may request an export of your data by contacting hello@zensus.app. We will make reasonable efforts to provide your data in a commonly used format within 30 days, subject to technical limitations.

7.5 No Liability for Termination

We are not liable to you or any third party for suspension or termination of your account or access to the Services, except as expressly provided in these Terms or required by law.

8. Discontinuation of Services

8.1 Right to Discontinue

As a startup company in active development, we reserve the right to discontinue the Services or any features at any time, with or without notice. This may occur due to:

• Business decisions or strategy changes
• Technical limitations or infrastructure issues
• Financial constraints
• Regulatory or legal requirements
• Security concerns
• Lack of user adoption or other business reasons

8.2 Notice of Discontinuation

We will make reasonable efforts to provide advance notice of any material discontinuation of Services, typically:

• 30 days' notice for discontinuation of paid features
• 14 days' notice for discontinuation of free features
• Immediate discontinuation may occur for security, legal, or urgent operational reasons

8.3 Refunds Upon Discontinuation

If we discontinue paid Services before the end of your paid subscription period, we will provide a pro-rated refund for the unused portion of your subscription, unless the discontinuation is due to your violation of these Terms.

8.4 No Liability

Except for the pro-rated refund described above, we are not liable for any costs, losses, or damages resulting from the discontinuation of Services, including but not limited to:

• Loss of data or content
• Loss of business opportunities
• Loss of profits or revenue
• Time invested in the Services
• Migration costs to alternative services

8.5 Data Preservation

In the event of service discontinuation, we will:

• Provide reasonable notice and opportunity to export your data
• Maintain your data for a limited period (typically 30-90 days) after discontinuation
• Permanently delete data after the preservation period unless legally required to retain it

9. Disclaimer of Warranties

9.2 No Warranty of Accuracy

WE DO NOT WARRANT THAT:

• The Services will be uninterrupted, secure, error-free, or free from viruses or harmful components
• Any defects or errors will be corrected
• The results obtained from using the Services will be accurate, reliable, or complete
• The quality of any information, products, services, or other material obtained through the Services will meet your expectations

9.3 Financial Guidance Disclaimer

9.4 Third-Party Content

We may display or link to third-party content, websites, or services. We do not endorse, warrant, or assume responsibility for any third-party content, products, or services. Your interactions with third parties are solely between you and the third party.

9.5 Beta and Experimental Features

BETA FEATURES ARE PROVIDED WITHOUT ANY WARRANTIES WHATSOEVER. They may be unstable, incomplete, or discontinued at any time without notice. Use of Beta Features is entirely at your own risk.

9.6 Startup Company Disclosure

As an early-stage startup company, our Services are under active development and may experience:

• Technical issues, bugs, or outages
• Feature changes or removals
• Performance variability
• Limited customer support resources
• Potential service discontinuation

YOU ACKNOWLEDGE AND ACCEPT THESE RISKS ASSOCIATED WITH USING SERVICES FROM A STARTUP COMPANY.

9.7 Jurisdiction Variations

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, some of the above exclusions may not apply to you, and you may have additional rights.

10. Limitation of Liability

10.2 Aggregate Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZENSUS PARTIES EXCEED THE GREATER OF:

• The amount you paid to us in the 12 months preceding the claim, OR
• $100 (ONE HUNDRED U.S. DOLLARS)

10.3 Financial Losses

WE ARE SPECIFICALLY NOT LIABLE FOR ANY FINANCIAL LOSSES YOU MAY INCUR, INCLUDING BUT NOT LIMITED TO:

• Investment losses based on recommendations or guidance from our AI agents
• Losses from financial decisions made using information from our Services
• Tax penalties or interest resulting from tax-related guidance
• Missed financial opportunities
• Debt-related problems
• Credit score impacts

10.4 Service Interruptions

We are not liable for any losses or damages arising from:

• Service outages, downtime, or unavailability
• Data loss or corruption
• Security breaches or unauthorized access (except as required by applicable data breach laws)
• Technical failures or infrastructure issues
• Force majeure events (natural disasters, pandemics, wars, government actions, etc.)

10.5 Third-Party Services

We are not liable for any issues arising from:

• Third-party payment processors (including Stripe)
• Third-party authentication providers
• Third-party integrations or APIs
• Internet service providers or network infrastructure
• Your device, software, or operating system

10.6 Essential Purpose

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. In such jurisdictions, our liability will be limited to the greatest extent permitted by law. If any limitation on remedies, damages, or causes of action is found to fail its essential purpose, all other limitations will remain in effect.

10.7 Basis of the Bargain

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND ZENSUS. THE SERVICES WOULD NOT BE PROVIDED WITHOUT THESE LIMITATIONS.

11. Indemnity

11.1 Your Indemnification Obligation

You agree to indemnify, defend, and hold harmless Zensus Inc., its founders, officers, employees, contractors, agents, partners, and licensors (collectively, "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising from or related to:

1. Your use or misuse of the Services
2. Your violation of these Terms or any applicable laws or regulations
3. Your User Content, including any infringement of intellectual property rights or other rights of third parties
4. Your violation of any rights of another person or entity
5. Any financial decisions you make based on information from the Services
6. Your account or any activity under your account, whether authorized by you or not
7. Any fraudulent, negligent, or wrongful conduct by you

11.2 Defense of Claims

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate with us in asserting any available defenses. You will not settle any claim that affects us without our prior written consent.

11.3 Notice Requirement

You must promptly notify us of any claims for which you may be required to indemnify us. Failure to provide prompt notice may limit or bar your indemnification obligations to the extent we are materially prejudiced by such delay.

11.4 Cooperation

You agree to cooperate fully with us in the defense of any claim, including by providing access to relevant information, documents, and witnesses.

12. Dispute Resolution

12.1 Informal Resolution

Before filing any formal claim, you agree to first contact us at hello@zensus.app to attempt to resolve the dispute informally. Please include:

• A description of the dispute
• Your account information
• The resolution you are seeking
• Any relevant documentation

We will attempt to resolve the dispute within 30 days. If we cannot resolve it informally, you may pursue formal dispute resolution as described below.

12.2 Binding Arbitration

12.3 Arbitration Rules

The arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

12.4 Arbitration Process

• The arbitration will be conducted by a single neutral arbitrator
• The arbitration will take place in Austin, Texas, or another mutually agreed location
• The arbitrator will apply applicable substantive law consistent with the Federal Arbitration Act
• The arbitrator may award any relief that a court could award, including attorneys' fees when authorized by law
• The arbitrator's decision is binding and may be entered as a judgment in any court of competent jurisdiction

12.5 Costs and Fees

Each party will bear their own costs and attorneys' fees, unless applicable law or the arbitrator's decision requires otherwise. Zensus will pay any AAA filing, administrative, and arbitrator fees for claims under $10,000 unless the arbitrator determines your claims are frivolous.

12.6 Class Action Waiver

12.7 Opt-Out Right

You may opt out of this arbitration agreement within 30 days of first accepting these Terms by sending written notice to hello@zensus.app with the subject line "Arbitration Opt-Out" and including your name, account email, and a clear statement that you wish to opt out of the arbitration agreement. If you opt out, all other terms still apply, but disputes will be resolved in court as described below.

12.8 Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles. If the arbitration agreement does not apply (because you opted out or the dispute does not qualify), you agree that any judicial proceedings will be brought exclusively in the state or federal courts located in Travis County, Texas, and you consent to personal jurisdiction in those courts.

12.9 Severability

If any portion of this dispute resolution section is found to be unenforceable, the remainder will continue in effect, except that if the class action waiver is found unenforceable, this entire arbitration section will be void (but the rest of these Terms will remain in effect).

13. Copyright Complaints

13.1 DMCA Policy

Zensus respects the intellectual property rights of others and expects users to do the same. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA").

13.2 Filing a Copyright Complaint

If you believe that content on our Services infringes your copyright, please send a written notice to our designated Copyright Agent at:

Your notice must include:

1. A physical or electronic signature of the copyright owner or authorized representative
2. Identification of the copyrighted work claimed to have been infringed
3. Identification of the infringing material and information reasonably sufficient to permit us to locate it
4. Your contact information (address, phone number, email address)
5. A statement that you have a good faith belief that use of the material is not authorized by the copyright owner, its agent, or the law
6. A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf

13.3 Counter-Notification

If you believe your content was removed in error, you may file a counter-notification with our Copyright Agent containing:

1. Your physical or electronic signature
2. Identification of the material removed and its prior location
3. A statement under penalty of perjury that you have a good faith belief the material was removed by mistake or misidentification
4. Your name, address, phone number, and consent to jurisdiction in the federal district court for your judicial district (or Travis County, Texas if outside the U.S.)

13.4 Repeat Infringer Policy

We will terminate accounts of users who are repeat infringers of copyright in appropriate circumstances.

14. General Terms

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any other legal notices or agreements published by us on the Services, constitute the entire agreement between you and Zensus regarding the Services and supersede all prior agreements and understandings.

14.2 Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will:

• Provide at least 30 days' notice before the changes take effect
• Notify you via email (if you've provided one) or through a prominent notice on the Services
• Update the "Last Updated" date at the top of these Terms

Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the changes. If you do not agree to the modified Terms, you must stop using the Services and may terminate your account.

14.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Zensus.

14.4 Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

14.5 Assignment

You may not assign or transfer these Terms or your account without our prior written consent. We may assign these Terms or delegate any of our obligations without restriction, including to any successor entity in a merger, acquisition, or sale of assets.

14.6 Force Majeure

We are not liable for any failure or delay in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, government actions, labor disputes, or failures of internet infrastructure or third-party services.

14.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights except as expressly stated herein.

14.8 Survival

The following sections survive termination of these Terms: User Content licenses, Our IP Rights, Disclaimer of Warranties, Limitation of Liability, Indemnity, Dispute Resolution, and this General Terms section.

14.9 Electronic Communications

By using the Services, you consent to receive electronic communications from us, including via email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

14.10 Export Controls

You may not use, export, or re-export the Services except as authorized by United States law and the laws of the jurisdiction in which the Services were obtained. You represent that you are not (a) located in a country subject to U.S. government embargo or designated as a "terrorist supporting" country, or (b) on any U.S. government list of prohibited or restricted parties.

14.11 Government Users

If you are a U.S. government entity, the Services are "Commercial Items" as defined in Federal Acquisition Regulation 2.101 and are provided with only those rights as are granted to all other users pursuant to these Terms.

14.12 Relationship of Parties

Nothing in these Terms creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Zensus. You have no authority to make or accept any offers or representations on our behalf.

14.13 Interpretation

• Headings are for convenience only and do not affect interpretation
• "Including" means "including but not limited to"
• Singular includes plural and vice versa
• "Or" is not exclusive
• These Terms will not be construed against the drafter

14.14 Language

These Terms are written in English. Any translations are provided for convenience only. In the event of any conflict, the English version prevails.

14.15 Questions and Contact

If you have questions about these Terms, please contact us at: