Terms and Conditions

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and ZoraPro LLC ("Provider," "we," "us," or "our") governing your access to and use of our generative artificial intelligence chat systems, application programming interfaces (APIs), software, and related services known as Verve by ZoraPro (collectively, the "Services").

1. REGISTRATION AND ACCESS

1.1 Minimum Age: You must be at least 13 years old (or the minimum age required in your jurisdiction) to consent to use the Services. If you are under 18, you must have explicit parental or guardian permission.

1.2 Account Security & Authority: You are responsible for all activities that occur under your account. If you access or deploy the Services on behalf of a corporate entity, you represent and warrant that you possess formal authority to bind that entity to these Terms.

2. INTELLECTUAL PROPERTY AND OWNERSHIP

2.1 Core Infrastructure Ownership: ZoraPro LLC retains all right, title, and interest in and to the Services, underlying AI models, retrieval architecture, algorithmic weights, APIs, and SaaS infrastructure.

2.2 User Inputs & Generated Outputs: You retain ownership of all proprietary data, knowledge base documents, and prompts submitted ("Inputs"). Subject to your full compliance with these Terms, ZoraPro hereby assigns to you all right, title, and interest in and to the text, summaries, and scheduling outcomes generated ("Outputs"). You are legally responsible for verifying and deploying Outputs.

2.3 Similarity & Statistical Nature: Due to the probabilistic nature of machine learning, AI Outputs across independent users may share structural similarities. You acknowledge that assignment of rights in Section 2.2 does not extend to Third-Party Outputs.

2.4 Prohibition on Competitive AI Development: You are strictly prohibited from using the Services or generated Outputs to develop, train, distill, or benchmark any competing artificial intelligence model or automation engine.

3. ACCEPTABLE USE POLICY (AUP)

You agree not to use the Services to:

• Generate deceptive material, impersonate human beings without mandated AI disclosure, or engage in automated spam.
• Utilize the Services for high-risk critical infrastructure control, automated clinical diagnoses, or binding automated legal determinations without human review.
• Circumvent rate limits, bypass safety guardrails, or mass-scrape data from ZoraPro infrastructure.

4. 2026 STATUTORY COMPLIANCE & AI TRANSPARENCY

4.1 Downstream Disclosure Mandates: If you deploy Verve to interact with consumers or patients on your business website, you assume affirmative statutory liability for providing all necessary disclosures stating visitors are interacting with an AI system, in compliance with applicable state AI transparency laws (e.g., California AI Transparency Act, Utah AI Policy Act).

5. DISCLAIMERS AND ASSUMPTION OF RISK

5.2 No Professional Advice: The Services do not constitute licensed legal, medical, accounting, or fiduciary advice.

6. LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL ZORAPRO LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES. FOR PAID ACCOUNTS, ZORAPRO'S TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED THE NET AMOUNT ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE LIABILITY ARISING, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

7. INDEMNIFICATION

You agree to indemnify, defend, and hold harmless ZoraPro LLC and its engineers from any third-party claims, liabilities, damages, and legal costs arising from: (a) your breach of these Terms; (b) your proprietary Inputs; or (c) your failure to comply with mandatory statutory consumer AI disclosure laws.

8. GOVERNING LAW & ARBITRATION PROTOCOLS

Any dispute arising out of these Terms shall be resolved by binding individual arbitration. Both parties explicitly waive rights to class or collective actions. Where twenty-five (25) or more coordinated claims are filed, demands shall proceed in administrative batches of fifty (50) cases to ensure orderly adjudication.

9. GENERAL PROVISIONS & CONTACT

These Terms supersede prior understandings regarding the Services. For legal notices, contract modifications, or inquiries regarding these Terms of Service: