Terms and Conditions

These Terms of Service ("Terms") are an agreement between Pactora Inc., a Delaware corporation doing business as Zomentum ("Zomentum", "we", "us"), and the business that subscribes to or uses the Service ("Customer", "you"). By clicking to accept, signing an Order Form or using the Service, you agree to these Terms. If you accept on behalf of a company, you confirm you have authority to bind it.

1. The agreement

1.1 The agreement consists of these Terms, any Order Form,the Data Processing Addendum ("DPA") and, if you use Payment Services, Annexure 1. If they conflict, the Order Form prevails, then the DPA (for personal data), then these Terms.

1.2 The Service is for business use only. Users must be at least 18.

2. Definitions

•     Service: the Zomentum websites, platform, applications, APIs and related support.

•     Order Form: an online checkout or signed order specifying the plan, quantities, fees and Subscription Term.

•     Users: individuals you authorize to use the Service under your account.

•     Customer Data: data you or your Users submit to the Service, including contacts, quotes, proposals, contracts and payment information.

•     Anonymized Data: data derived from Customer Data or other data that does not identify, and cannot reasonably be used to identify, you, any User or any individual (see section 6.4).

•     Usage Data: data about how the Service is used and performs.

•     AI Features: features that use artificial intelligence to generate content, suggestions or analysis.

•     Third-Party Services: products, integrations and services not provided by Zomentum.

•     Payment Services: payment processing offered through the Service by our payment provider.

•     Subscription Term: the Initial Term plus any Renewal Terms.

3. Accounts

3.1 You must give accurate account information and keep itcurrent.

3.2 You are responsible for your Users, for keeping credentials confidential and for all activity under your account. Each login is for one named User and may not be shared.

3.3 Tell us promptly at support@zomentum.com if you suspect unauthorized access.

4. Subscription term and renewal

4.1 Annual commitment. Every subscription has a minimum commitment of 12 months from its start date (the "Initial Term"), unless the Order Form states otherwise.

4.2 Billing frequency. You may pay annually in advance or monthly. Monthly billing is a payment schedule for the annual commitment, not a month-to-month subscription. Fees for the full Subscription Term remain payable if you stop using the Service early.

4.3 Renewal. Each subscription renews automatically for successive 12-month terms (each a "Renewal Term") unless either party gives written notice of non-renewal at least 60 days before the current term ends. We will remind you of upcoming renewals by email at least 30 days before the notice deadline.

4.4 Adding licenses. Licenses added mid-term are charged pro rata and end with the existing Subscription Term.

4.5 Upgrades and downgrades. Upgrades take effect immediately, charged pro rata. Downgrade stake effect at the start of the next Renewal Term. Downgrading may remove features or capacity.

4.6 Trials. Freetrials are provided as-is, may end at any time, and data in a trial account maybe deleted 30 days after the trial ends unless you subscribe.

5. Fees and payment

5.1 You agree to pay the fees in your Order Form. Fees are fixed for the current Subscription Term. We may change fees for a Renewal Term by giving at least 30 days' notice before the non-renewal deadline.

5.2 You authorize us to charge your payment method on each billing date. Onboarding and professional services fees are charged upfront and are non-refundable.

5.3 Except as stated in section 12.4, fees are non-refundable.

5.4 Overdue amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. If any amount is more than 15 daysoverdue, we may suspend the Service after giving you notice.

5.5 Fees exclude taxes. You are responsible for all sales, use, value-added and similar taxes, except taxes on our net income. Payments must be made without set-off or withholding.

5.6 If you dispute a charge, notify us at billing@zomentum.com within 30 days and we will resolve it in good faith. Please contact us before initiating a chargeback.

5.7 Promotional discounts or extensions apply only to the subscription they were offered for and expire 12 months after the offer unless stated otherwise.

6. Customer Data

6.1 Ownership. As between the parties, you own Customer Data.

6.2 Our use. You grant Zomentum a worldwide, non-exclusive license to host, process and display Customer Data as needed to provide, secure and support the Service, and as described in section 6.4. The DPA governs our processing of personal data in Customer Data.

6.3 Your responsibilities. You are responsible for the accuracy and legality of Customer Data, for having a lawful basis and giving any notices needed to submit it, and for not submitting payment card numbers or government ID numbers outside the fields designed for them.

6.4 Anonymized Data.You authorize Zomentum to create Anonymized Data from Customer Data. Zomentum owns Anonymized Data and may use, disclose, commercialize and license it to third parties, who may sublicense it, for any lawful purpose, including industry benchmarks, market insights, product development, and the development and training of AI models and agents by Zomentum or its licensees, during and after the Subscription Term. Zomentum will:

•     remove all direct identifiers and all free text, and remove your identity, before data becomes Anonymized Data;

•     generalize or suppress attributes so that no individualor Customer can reasonably be identified, including by combining it with other data;

•     never include payment card or bank account data;

•     not attempt to re-identify Anonymized Data, and contractually prohibit every recipient from re-identifying it, combining it with other data to do so, or extracting or reconstructing records from any model trained on it, and require them to impose the same restrictions on anyone they sublicense it to;

•     include pricing data only in aggregated or historical form that does not reveal any Customer's current pricing.

Anonymized Data is not Customer Data or your Confidential Information.

6.5 Usage Data. Zomentum may collect and use Usage Data to operate, secure and improve the Service.

6.6 Feedback. If you give us suggestions or feedback, we may use them without obligation to you.

7. AI Features

7.1 AI Features generate output based on your inputs and Customer Data. Output may be inaccurate, incomplete or unsuitable. You are responsible for reviewing output before you rely on it or send it to anyone,including prices, terms and contract language.

7.2 As between the parties, you own output generated for you, to the extent permitted by law.

7.3 Under their commercial API terms, our AI model providers do not train their models on Customer Data. Anonymized Data may be used to train AI models under section 6.4.

7.4 AI Features are part of the Service and cannot currently be disabled.

8. Acceptable use

You and your Users will not:

•     use the Service for unlawful, fraudulent, deceptive, defamatory or infringing purposes, or to send spam;

•     upload malware or interfere with the Service or other customers' use of it;

•     probe, scan or test the Service's vulnerability, or bypass security or usage limits, without our written permission;

•     access the Service by automated means, such as scraping, except through our published APIs and integrations;

•     reverse engineer, decompile or copy the Service, or use it to build a competing product;

•     resell, sublicense or share the Service outside your organization except as an Order Form allows;

•     use the Service in breach of U.S. export controls or sanctions.

We may suspend access that breaches this section or creates a security risk, with notice where practical.

9. Zomentum's intellectual property

9.1 Subject to these Terms and payment of fees, Zomentum grants you a non-exclusive, non-transferable right during the Subscription Term for your Users to access and use the Service for your internal business purposes, including sending proposals, quotes and contracts to your clients.

9.2 Zomentum and its licensors own the Service, its software, design, templates, documentation and trademarks, and Anonymized Data.No rights are granted except those expressly stated. Other companies' names and marks shown in the Service belong to their owners, who do not endorse Zomentum.

10. Third-Party Services

10.1 The Service integrates with Third-Party Services such as PSA, distributor, accounting, email and calendar tools. When you enable an integration, you authorize data exchange between Zomentum and that service.

10.2 Third-Party Services are governed by their own terms. Zomentum is not responsible for them, and may stop supporting an integration if its provider changes or ends access.

11. Confidentiality

11.1 Each party will protect the other's non-public business, technical and financial information ("Confidential Information") with at least reasonable care, and use it only to perform under these Terms.

11.2 Confidential Information excludes information that is public through no fault of the recipient, already known to it, independently developed, or lawfully received from a third party. A party may disclose Confidential Information if legally required, after giving notice where lawful.

12. Suspension and termination

12.1 Either party may terminate the agreement if the other materially breaches it and fails to cure within 30 days of written notice, or becomes insolvent or subject to bankruptcy proceedings not dismissed within 60days.

12.2 We may suspend the Service immediately if needed to prevent a security threat, legal violation or harm to the Service or others,and will restore it once the issue is resolved.

12.3 If you stop using the Service or terminate other than under section 12.1, fees for the rest of the Subscription Term remain payable.

12.4 If you terminate under section 12.1 for our breach, we will refund prepaid fees for the remaining Subscription Term.

12.5 Data export and deletion. For 30 days after termination or expiry you may export Customer Data using the Service's export tools. We then delete Customer Data as set out in the DPA. On written request before termination, we will instead suspend your account and retain Customer Data for up to 12 months.

12.6 Sections 5 (for unpaid amounts), 6.4, 9.2, 11 and 13 to 18 survive termination.

13. Warranties and disclaimers

13.1 Zomentum warrants that the Service will perform materially as described in its documentation. Your sole remedy for breach is for us to fix the issue or, if we cannot within a reasonable time, to terminate the affected subscription and receive a refund of prepaid fees for the remaining term.

13.2 EXCEPT AS STATED IN SECTION 13.1, THE SERVICE, AI FEATURES AND THIRD-PARTY SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". ZOMENTUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

14. Limitation of liability

14.1 NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

14.2 EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES PAID OR PAYABLE BY YOU TO ZOMENTUM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14.3 These limits do not apply to your payment obligations, your breach of section 8, or either party's indemnification obligations.

15. Indemnification

15.1 You will defend and indemnify the Zomentum Parties (Zomentum and its affiliates, officers, directors, employees and agents) against third-party claims arising from Customer Data, your breach of section 8, or your use of Payment Services in breach of Annexure 1.

15.2 Zomentum provides an intellectual property indemnity only where an Order Form expressly includes one.

15.3 The indemnified party must promptly notify the other of the claim, give it control of the defense and settlement, and reasonably cooperate.

16. Governing law and disputes

16.1 These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-law rules.

16.2 Before starting arbitration, a party must send written notice of the dispute and the parties will try in good faith to resolve it for 30 days.

16.3 Unresolved disputes will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before one arbitrator appointed under those rules. The seat of arbitration is Wilmington, Delaware, the language is English, and each party bears its own costs unless the arbitrator decides otherwise.

16.4 Either party may bring an individual claim in small-claims court, or seek injunctive relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information. For any court proceedings, the parties submit to the state and federal courts in Delaware.

16.5 Claims must be brought individually, not as a class or representative action. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

16.6 Any claim must be brought within one year after it arises.

17. Changes to these Terms

We may update these Terms by posting a new version with a new effective date. We will give at least 30 days' notice of material changes by email or in the Service. Material changes apply to an existing subscription from its next Renewal Term, unless you accept them earlier or they are required by law.

18. General

18.1 Assignment. You may not assign this agreement without our consent, except to a successor in a merger or sale of substantially all your assets. Zomentum may assign it without consent, including in a merger, acquisition or sale of assets.

18.2 Publicity. We may list your name and logo as a customer. You can opt out at any time by emailing marketing@zomentum.com.

18.3 Notices. Notices to you go to your account email. Notices to us go to legal@zomentum.com, with a copy to Pactora Inc., 16192 Coastal Highway, Lewes, Delaware 19958.

18.4 Electronic communications. You consent to receive notices and agreements electronically, and they satisfy any requirement to be in writing.

18.5 Export and sanctions. You confirm you are not located in an embargoed country or on a U.S. government restricted-party list.

18.6 Force majeure. Neither party is liable for delays caused by events beyond its reasonable control, other than payment obligations.

18.7 Entire agreement. This agreement is the parties' entire agreement on its subject and supersedes prior agreements. Any purchase-order terms are void.

18.8 Other terms.If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. The parties are independent contractors.

18.9 Copyrightcomplaints. Send notices of alleged infringement, meeting the requirements of 17 U.S.C. § 512(c)(3), to our designated agent: Copyright Agent, Pactora Inc., 16192 Coastal Highway, Lewes, Delaware 19958, copyright@zomentum.com. We may terminate repeat infringers.

18.10 Contact. Questions about these Terms: support@zomentum.com.

Annexure 1: Payment Services

A.1 Provider. Payment Services are provided by our payment provider, Adyen (the "Payment Service Provider"). To use them you must accept the Payment Service Provider's terms, which create a direct contract between you and it.

A.2 Onboarding.You must complete Zomentum's onboarding and the Payment Service Provider's know-your-customer and anti-money-laundering checks, and provide accurate business and beneficial owner information. Zomentum collects some of this information and passes it to the Payment Service Provider; we handle it as described in our Privacy Notice. Either Zomentum or the Payment Service Provider may reject an application.

A.3 Authorization.You appoint Zomentum to act on your behalf with the Payment Service Provider for setting up and administering your account, and authorize us to access your account data on its platform for that purpose.

A.4 Permitted use.You may use Payment Services only to collect payment for your own products and services, as described in your application. You must not sell anything on the Payment Service Provider's prohibited or restricted list, and must comply with applicable law and card scheme rules.

A.5 Fees and settlement. Payment Services fees are set out in your Order Form or on our website and may change on 30 days' notice. The Payment Service Provider settles funds to your bank account net of fees. Zomentum is not liable for settlement delays caused by the Payment Service Provider, card schemes or banks.

A.6 Fraud, chargebacks and refunds. The Payment Service Provider may screen and cancel suspected fraudulent transactions. You are responsible for refunds, chargebacks and scheme fines caused by you, plus our administration fees, which we may set off against amounts owed to you or charge to your payment method on file. We may require a reserve.

A.7 Monitoring. We may monitor your use of Payment Services for compliance with law, scheme rules and the Payment Service Provider's terms.

A.8 Indemnity. You will indemnify the Zomentum Parties and the Payment Service Provider against claims, fines and losses arising from your breach of this Annexure, law or scheme rules, or from taxes on your products and services.

A.9 Termination.You may terminate Payment Services on one month's written notice to support@zomentum.com. We may terminate them if you become insolvent, fail verification, create risk to Zomentum, or materially breach this Annexure and fail to cure within 28 days of notice.

A.10 Transaction data. Payment card and bank account data is never included in Anonymized Data. Zomentum and the Payment Service Provider may use aggregated transaction metrics, such as volumes and payment-method mix, to the extent the Payment Service Provider's terms permit.