Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "Customer") and NXGN Software ("we," "us," or "Company"), governing your access to and use of ZeroHire.ai (the "Service"), including our website, platform, AI agents, APIs, and all related services.

By creating an account or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

2. Description of Service

ZeroHire.ai is an AI agent deployment platform that allows businesses to create, configure, and manage AI-powered agents for various business functions including marketing, operations, sales, and administration. The Service may include:

• AI agent creation, configuration, and management tools.
• Integration with third-party services (e.g., Google Workspace, email providers, CRM systems).
• Agent monitoring dashboards and activity logs.
• API access for programmatic agent management.
• Customer support and documentation.

3. Account Registration

• You must provide accurate, complete, and current information when creating an account.
• You are responsible for maintaining the confidentiality of your account credentials.
• You are responsible for all activities that occur under your account.
• You must notify us immediately of any unauthorized use of your account.
• You must be at least 18 years old to create an account and use the Service.

4. Subscription Plans and Payment

4.1 Plans

The Service is offered under various subscription plans as described on our pricing page. Plan features, limits, and pricing may change with reasonable notice to existing subscribers.

4.2 Billing

• Subscription fees are billed in advance on a monthly or annual basis depending on your selected plan.
• All fees are stated in US Dollars and are non-refundable except as required by applicable law or as expressly stated in these Terms.
• We reserve the right to change pricing with 30 days' notice. Price changes will not apply to the current billing period.

4.3 Bring Your Own Keys (BYOK)

If you subscribe to a BYOK plan, you are responsible for providing and maintaining your own API keys for third-party AI model providers. We are not liable for charges incurred on your third-party accounts or for service disruptions caused by invalid, expired, or rate-limited API keys.

4.4 Free Trials

We may offer free trials at our discretion. At the end of a trial period, your account will automatically convert to a paid subscription unless you cancel before the trial expires.

5. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights.
• Send spam, phishing, or other unsolicited communications through AI agents.
• Generate, distribute, or store content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable.
• Impersonate any person or entity or misrepresent your affiliation with a person or entity.
• Attempt to gain unauthorized access to the Service, other accounts, or connected systems.
• Interfere with or disrupt the integrity or performance of the Service.
• Reverse engineer, decompile, or disassemble any part of the Service.
• Use the Service to build a competing product or service.
• Circumvent any usage limits, quotas, or restrictions associated with your subscription plan.
• Use AI agents to make autonomous decisions in regulated industries (e.g., healthcare, finance, legal) without appropriate human oversight and compliance measures.

We reserve the right to suspend or terminate your account for violations of this section without prior notice.

6. AI Agents and Automated Actions

6.1 Your Responsibility

You are solely responsible for the configuration, objectives, and actions of AI agents deployed through your account. This includes any communications sent, data processed, or decisions made by your agents. You must configure appropriate oversight thresholds and review agent actions regularly.

6.2 No Guarantee of Accuracy

AI agents may produce inaccurate, incomplete, or inappropriate outputs. The Service is provided as a productivity tool and does not replace professional judgment. You should review agent outputs, particularly for critical business decisions, communications with customers, and financial transactions.

6.3 Third-Party Integrations

When you connect third-party services to the platform, your agents will interact with those services according to your configuration. We are not responsible for the actions of third-party services or for any consequences arising from agent interactions with those services. Your use of third-party services is subject to their respective terms and policies.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including its design, features, code, documentation, and branding, is owned by NXGN Software and protected by intellectual property laws. These Terms do not grant you any right to use our trademarks, logos, or brand features without our prior written consent.

7.2 Your Content

You retain ownership of all data and content you provide to the Service ("Your Content"). By using the Service, you grant us a limited, non-exclusive license to process Your Content solely for the purpose of providing the Service to you.

7.3 Agent Outputs

Content generated by your AI agents ("Agent Outputs") is owned by you, subject to any rights of third parties in the underlying data. We do not claim ownership of Agent Outputs and do not use them to train our models.

8. Data and Privacy

Our collection, use, and protection of your information is governed by our Privacy Policy, which is incorporated into these Terms by reference.

You represent that you have all necessary rights, consents, and permissions to provide data to the Service and to allow AI agents to process that data on your behalf. If you connect third-party accounts, you confirm that you are authorized to grant the Service access to those accounts.

9. Third-Party Service Integrations and Google API Compliance

9.1 Google API Terms

If you connect your Google account to ZeroHire.ai, your use of Google data through the Service is subject to the Google API Terms of Service and the Google API Services User Data Policy. By connecting your Google account, you acknowledge and agree to comply with these policies.

9.2 Your Obligations for Connected Services

When you connect third-party services (including Google) to ZeroHire.ai, you agree to:

• Comply with the terms of service and acceptable use policies of each connected third-party service.
• Not configure AI agents to use connected services in ways that violate those services' terms — including but not limited to sending spam through Gmail, creating misleading calendar events, or accessing data you are not authorized to access.
• Ensure that any data your agents send through connected services (such as emails sent via Gmail) is truthful, non-deceptive, and complies with applicable laws including CAN-SPAM, GDPR, and CASL.
• Promptly disconnect any third-party service if you no longer have authorization to use it or if your access is revoked by the third-party provider.

9.3 Third-Party Service Limitations

Third-party services may impose their own rate limits, usage quotas, or restrictions. We are not responsible for service interruptions caused by third-party providers revoking access, changing their APIs, or enforcing their own usage policies against your account.

10. Service Availability

• We strive to maintain high availability but do not guarantee uninterrupted access to the Service.
• We may perform scheduled maintenance with reasonable advance notice.
• We are not liable for downtime caused by factors beyond our reasonable control, including third-party service outages, natural disasters, or network failures.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• WE DO NOT WARRANT THAT AI AGENT OUTPUTS WILL BE ACCURATE, COMPLETE, RELIABLE, OR ERROR-FREE.
• IN NO EVENT SHALL NXGN SOFTWARE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING FROM YOUR USE OF THE SERVICE.
• OUR TOTAL AGGREGATE LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12. Indemnification

You agree to indemnify, defend, and hold harmless NXGN Software and its officers, directors, employees, and agents from any claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising from:

• Your use of the Service or violation of these Terms.
• Actions taken by AI agents configured under your account.
• Your violation of any applicable law or third-party rights.
• Content you provide to or generate through the Service.

13. Termination

13.1 By You

You may cancel your subscription and terminate your account at any time through your account settings or by contacting support. Cancellation takes effect at the end of the current billing period. No refunds are provided for partial billing periods.

13.2 By Us

We may suspend or terminate your account if you violate these Terms, fail to pay fees when due, or if we reasonably believe your use of the Service poses a risk to us, other users, or third parties. We will provide notice before termination unless immediate action is required to prevent harm.

13.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. All active AI agents will be deactivated. We will retain your data for 30 days after termination to allow for data export, after which it will be permanently deleted unless retention is required by law.

14. Modifications to the Service and Terms

We reserve the right to modify, suspend, or discontinue any part of the Service at any time. We will provide reasonable notice of material changes.

We may update these Terms from time to time. We will notify you of material changes by posting the updated Terms on this page and, for significant changes, by sending an email notification. Your continued use of the Service after changes are posted constitutes acceptance of the updated Terms.

15. Dispute Resolution

15.1 Informal Resolution

Before filing a formal dispute, you agree to contact us at [email protected] to attempt to resolve the dispute informally. We will attempt to resolve any dispute within 30 days.

15.2 Governing Law

These Terms are governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law provisions. Any disputes arising under these Terms that cannot be resolved informally shall be subject to the exclusive jurisdiction of the courts of Ontario, Canada.

16. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable third-party service terms referenced herein, constitute the entire agreement between you and NXGN Software regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision.
• Assignment: You may not assign your rights under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Force Majeure: We are not liable for any failure to perform due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, labor disputes, government actions, or internet service disruptions.

17. Contact Us

For questions about these Terms of Service, contact us at: