These Terms of Service ("Terms") are a binding agreement between Software Programming Group LLC ("Provider," "we," "us," or "our") and the entity or person accepting them ("Customer," "you," or "your"). GenZOS is developed and provided by Provider. These Terms govern the GenZOS website, hosted platform, applications, APIs, integrations, documentation, support, AI-assisted features, customer-managed or provider-managed deployments, and related services (collectively, the "Service").
By accepting an Order Form, creating an account, clicking an acceptance control, accessing an API, or using the Service, Customer agrees to these Terms. A person accepting for an organization represents that the person has authority to bind that organization.
Eligibility, Business Use, and Agreement Structure
The Service is intended for organizations and adult business or professional users. A user must be at least 18 years old and legally capable of entering into this agreement. The agreement consists of these Terms, an applicable Order Form, the Acceptable Use Policy, the AI Supplemental Terms, the Privacy Policy, the Data Processing Addendum where applicable, and any product-specific terms referenced in an Order Form.
If an Order Form expressly conflicts with these Terms, the Order Form controls for that Customer and transaction. If product-specific terms conflict with general terms, the product-specific terms control for their subject matter.
Accounts and Customer Administration
Customer must provide accurate account information, keep credentials and authentication factors confidential, and promptly notify Provider of suspected unauthorized access. Customer is responsible for Authorized Users, roles, permissions, workspace settings, integrations, repositories, exports, API keys, and actions taken through its accounts.
An account administrator may access, manage, export, restrict, or delete workspace content and may control model availability, collaboration, repository connections, and retention settings. Customer must obtain any notice, consent, or authorization required before creating accounts for personnel or permitting Provider to process their information.
The Service
The Service may convert prompts, project documents, requirements, files, images, and other inputs into application architecture, user stories, wireframes, documentation, database schemas, APIs, frontend and backend code, tests, deployment artifacts, prototypes, or related Output. Features may include real-time collaboration, role-based access, live preview, versioning or reversion, analytics, external integrations, repository synchronization, and multiple AI models.
Provider may improve, modify, replace, suspend, or discontinue features. Provider will use commercially reasonable efforts to avoid materially reducing the core functionality of a paid Service during a committed subscription term, except where a change is needed for law, security, third-party availability, prevention of harm, or an Order Form.
Orders, Fees, Taxes, and Usage
Paid plans, usage units, model charges, limits, implementation work, support, and subscription periods will be stated at purchase or in an Order Form. Customer authorizes Provider and its payment processor to charge amounts when due. Except as required by law or stated in the Subscription, Cancellation, and Refund Policy or an Order Form, fees are non-cancellable and non-refundable.
Fees exclude taxes. Customer is responsible for sales, use, value-added, goods-and-services, withholding, or similar taxes arising from its purchase, excluding taxes based on Provider's net income. Customer must provide valid exemption documentation where applicable.
Provider may apply plan limits, rate limits, storage limits, concurrency limits, model-specific restrictions, or reasonable controls designed to protect availability and prevent abuse. Additional usage may incur charges or require a plan change if disclosed before the charge is incurred.
Customer Content and Instructions
"Customer Content" means prompts, requirements, documents, files, images, source code, repositories, schemas, data, configurations, feedback submitted within a Customer workspace, and other material Customer or an Authorized User provides to the Service. As between the parties, Customer retains ownership of Customer Content.
Customer grants Provider and its subprocessors a worldwide, non-exclusive, limited license to host, copy, transmit, transform, display, and otherwise process Customer Content only as reasonably necessary to provide, secure, support, and improve the Service as permitted by the agreement; comply with documented instructions; prevent fraud or harm; and comply with law. Provider receives no ownership in Customer Content under this license.
Customer represents that it has all rights and lawful authority needed to submit and instruct processing of Customer Content. Customer must not submit secrets, credentials, personal data, proprietary code, regulated data, or third-party materials unless the use is authorized, appropriate for the selected configuration, and protected by suitable controls.
AI-Generated and Platform-Generated Output
"Output" means code, text, architecture, schemas, APIs, documentation, tests, wireframes, prototypes, recommendations, summaries, or other material generated through the Service in response to Customer Content or instructions.
As between Provider and Customer, and subject to applicable law and third-party rights, Provider assigns to Customer any right Provider may have in Customer-specific Output upon payment of applicable fees. This assignment does not transfer rights in Provider technology, models, templates, system prompts, platform components, pre-existing materials, open-source software, third-party content, or generally available building blocks.
Output may be inaccurate, incomplete, insecure, non-functional, non-unique, outdated, biased, or similar to content generated for others. Output may include or suggest open-source packages, third-party APIs, dependencies, data, or techniques governed by separate licenses or terms. Provider does not represent that Output is copyrightable, patentable, exclusive, non-infringing, error-free, production-ready, or suitable for a particular purpose.
Customer is responsible for human review; architecture review; code review; dependency and license analysis; security testing; privacy and threat modeling; accessibility testing; performance and resilience testing; legal and regulatory review; validation against requirements; and controlled deployment. Customer must not deploy Output into production or use it in a consequential system without review and safeguards appropriate to the foreseeable risk.
Provider Technology
Provider and its licensors own the Service, software, interfaces, models or model-routing logic, workflows, documentation, trademarks, designs, aggregate analytics, know-how, and improvements, excluding Customer Content and Customer-specific Output assigned above. Subject to the agreement, Provider grants Customer a limited, non-exclusive, non-transferable right during the subscription term to access and use the Service for its internal business purposes.
Customer may not sell, sublicense, lease, or provide the Service as a service bureau; copy or create a competing service from non-public elements; reverse engineer except to the limited extent a restriction is prohibited by law; bypass security or usage controls; scrape or extract models, system prompts, weights, or non-public data; or remove proprietary notices.
Third-Party Models, Integrations, and Repositories
The Service may enable Customer to select or connect third-party AI models, GitHub, Bitbucket, APIs, hosting, storage, authentication, or other third-party services. A third party may apply its own terms, privacy notice, acceptable-use rules, licenses, limits, and fees. Customer authorizes the data exchanges necessary to operate an enabled connection.
Provider is not responsible for a third party's independent service, downtime, changes, acts, or data practices. Provider may suspend or replace an integration or model where necessary for security, law, vendor changes, availability, or prevention of harm. Customer is responsible for reviewing third-party terms and configuring least-privilege access.
Acceptable Use and Security
Customer and Authorized Users must comply with the Acceptable Use Policy. Customer must not use the Service to develop, distribute, or facilitate malware, credential theft, unlawful surveillance, fraud, infringement, unauthorized access, destructive code, prohibited weapons, child sexual exploitation, evasion of safety controls, or other unlawful or harmful activity.
Customer must use reasonable security practices, including appropriate authentication, least-privilege permissions, secret management, dependency review, repository protection, backups, logging, testing, and incident response. Customer must not place passwords, private keys, tokens, production secrets, or regulated data into prompts or repositories unless the relevant workflow expressly supports that use and suitable safeguards are in place.
Regulated and High-Impact Uses
The standard Service is not represented as meeting any specific healthcare, financial, legal, employment, education, government, critical-infrastructure, export-controlled, payment-card, biometric, safety, or other regulated requirement. Customer must not rely on the Service as the sole basis for decisions that produce legal or similarly significant effects on a person.
Before using Output in a regulated, safety-critical, or high-impact context, Customer must determine applicable law, complete appropriate risk and impact assessments, maintain competent human oversight, provide required notices and appeal mechanisms, validate performance, keep records, and obtain any written product commitments required for that use.
Confidentiality
Each party may receive non-public information designated confidential or that reasonably should be understood as confidential. The receiving party will use such information only to perform or exercise rights under the agreement; protect it with reasonable care; and disclose it only to personnel, affiliates, advisers, and contractors who need to know it and are bound by confidentiality duties.
Confidential information excludes information independently developed without use of the other party's information, lawfully received without restriction, publicly available without breach, or approved for release. A legally compelled disclosure is permitted after notice where lawful and reasonable cooperation at the disclosing party's expense.
Privacy, Service Data, and Feedback
Provider processes personal information as described in the Privacy Policy. Where Provider processes Customer Personal Data on Customer's behalf, the Data Processing Addendum applies. Customer is responsible for its privacy notices, lawful bases, instructions, data minimization, retention settings, access controls, and responses to individuals concerning Customer Content.
Provider may process operational, security, diagnostic, and usage data to provide, secure, support, measure, and improve the Service; enforce agreements; allocate resources; and comply with law. Provider may use de-identified or aggregated information that does not reasonably identify Customer or an individual for lawful business purposes.
If Customer provides feedback, Customer grants Provider a perpetual, worldwide, royalty-free right to use it without identifying Customer or disclosing Customer Confidential Information.
Suspension
Provider may suspend access where reasonably necessary to address a security threat, unlawful or prohibited use, non-payment, material breach, excessive resource use, a third-party restriction, legal requirement, or risk of harm to the Service or others. Where practicable and lawful, Provider will give notice and limit the suspension to the affected account, feature, or content.
Term and Termination
These Terms begin when accepted and continue while Customer accesses the Service. Subscriptions renew as disclosed at purchase or in an Order Form. Either party may terminate for material breach not cured within 30 days after written notice, or immediately if the breach cannot be cured, the other party becomes insolvent, or continued performance would violate law or create a material security risk.
Upon termination, Customer's right to use the Service ends. Subject to the applicable plan and law, Provider will make Customer Content available for export for a reasonable period stated in the Service or Order Form, then delete or de-identify it under the Privacy Policy, Data Processing Addendum, backup cycles, legal holds, and documented retention rules. Customer should export needed repositories, code, documentation, and project data before termination.
Warranties and Disclaimers
Each party warrants that it has authority to enter into the agreement. Provider warrants that paid Services will be performed in a professional and workmanlike manner and will materially conform to applicable documentation. Customer's exclusive remedy for breach of this limited warranty is re-performance or, if Provider cannot cure, termination of the affected Service and a pro rata refund of prepaid fees for the unused remainder of the affected term.
EXCEPT FOR THE EXPRESS WARRANTIES IN THE AGREEMENT, THE SERVICE, AI FEATURES, OUTPUT, PREVIEWS, DOCUMENTATION, INTEGRATIONS, AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
PROVIDER DOES NOT WARRANT THAT OUTPUT WILL BE UNIQUE, CORRECT, SECURE, COMPLETE, LEGALLY COMPLIANT, OR PRODUCTION-READY; THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR THAT CUSTOMER'S USE WILL PRODUCE A PARTICULAR BUSINESS OR TECHNICAL RESULT.
Indemnification
Customer will defend, indemnify, and hold harmless Provider and its affiliates, officers, employees, and agents from third-party claims arising from Customer Content; Customer's products, deployments, or use of Output; Customer's violation of law, third-party rights, or the Acceptable Use Policy; or unauthorized instructions, except to the extent caused by Provider's breach of the agreement.
Provider will defend Customer from a third-party claim that the unmodified paid Service, when used as authorized, infringes a U.S. patent, copyright, or trademark, and will pay covered damages finally awarded or approved in settlement. Provider may modify or replace the affected Service or terminate it and refund prepaid unused fees. This obligation does not cover Customer Content, Output, third-party models or components, open-source software, combinations not supplied by Provider, modifications, continued use after notice, or use outside the agreement.
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defense and settlement. A settlement may not admit fault or impose non-monetary obligations on the indemnified party without consent.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S AGGREGATE LIABILITY ARISING FROM THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE FOR THE AFFECTED SERVICE DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; FOR A FREE SERVICE, PROVIDER'S AGGREGATE LIABILITY WILL NOT EXCEED USD 100. "Excluded Claims" means Customer's payment obligations, a party's indemnification obligations, infringement or misappropriation of the other party's intellectual property, breach of confidentiality, fraud, willful misconduct, or liability that cannot legally be limited.
Compliance, Export, and Sanctions
Each party will comply with law applicable to its performance. Customer will not access, export, re-export, transfer, or use the Service, models, encryption, code, or Output in violation of export-control, sanctions, anti-bribery, anti-corruption, or trade laws. Customer represents that it and its Authorized Users are not prohibited parties and will not use the Service for prohibited end uses.
Governing Law and Dispute Resolution
The agreement is governed by New Jersey law and applicable U.S. federal law, without regard to conflict-of-law principles. The parties will first attempt in good faith to resolve a dispute through senior representatives for at least 30 days after written notice.
If unresolved, the dispute will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. There will be one arbitrator; the seat and venue will be Princeton, Mercer County, New Jersey; the language will be English; and the Federal Arbitration Act will govern. State courts in Mercer County, New Jersey, and the United States District Court for the District of New Jersey have exclusive jurisdiction for interim relief, support or enforcement of arbitration, and claims not legally subject to arbitration. Mandatory rights and forums that cannot be waived remain unaffected.
Changes, Notices, and Miscellaneous
Provider may update these Terms for legal, security, operational, or product reasons. Provider will post the revised Terms and update the effective date. Material changes ordinarily apply at renewal for a current paid term unless earlier application is required by law, security, prevention of harm, a third-party dependency, or an Order Form. Continued use after the applicable effective date constitutes acceptance where permitted by law.
Provider may send notices by email, account notification, or website posting. Formal legal notice to Provider must be sent to legal@genzos.ai and by recognized courier or certified or registered mail to Software Programming Group LLC, 5 Independence Way, Suite 300, Princeton, New Jersey 08540, United States. Notices should state "GenZOS Legal Notice."
Neither party may assign the agreement without the other's consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets, provided the assignee is not a direct competitor and assumes the obligations. The parties are independent contractors. There are no third-party beneficiaries. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will continue. Force majeure excuses delay caused by events beyond reasonable control, excluding payment obligations. Provisions that by their nature should survive termination will survive. The agreement is the entire agreement concerning the Service and may be executed electronically.