Terms of Service
Terms of Service
Spence Consulting Services, LLC
d/b/a ZYGON ARTIFICIAL INTELLIGENCE
Effective: October 7, 2025
1) Who We Are
These Terms of Service (“Terms”) govern access to and use of the websites, software, APIs, and services provided by Spence Consulting Services, LLC d/b/a ZYGON ARTIFICIAL INTELLIGENCE (“ZYGON,” “we,” “us,” or “our”). By creating an account, clicking “I agree,” or using the Services, you agree to these Terms.
Contact:
3507 South Ivanhoe Street, Denver, Colorado, 80237, USA •
email: [email protected]
Website: https://www.zygon.io
Privacy Policy: Linked from our site footer (incorporated by reference).
DPA (if applicable): Available on request; incorporated for Processor activities.
2) Services
We provide AI-powered solutions for B2B customers, including:
Voice & Text Chatbots/Agents (and related dashboards/APIs)
Basic Analytics & Lead Generation tools
Consulting/Professional Services (by SOW)
Google Reviews enablement (e.g., review requests workflows compliant with platform and anti-spam rules)
We may release beta/experimental features from time to time (Section 13).
3) Eligibility & Accounts
Business use only. You represent you are using the Services for business purposes and have authority to bind your company.
Age 18+. Not for children; no knowing collection from minors.
Compliance. You must not be in a jurisdiction subject to comprehensive sanctions or otherwise barred by export laws.
Account security. Keep credentials confidential, implement access controls (e.g., MFA), and ensure your users comply with these Terms. You are responsible for activities under your accounts.
4) Acceptable Use
You will not use the Services to:
break the law; violate others’ rights (privacy, publicity, IP); or circumvent security
generate or disseminate malware, spam, doxxing, harassment, hate, or illegal content
perform or facilitate high-risk uses without appropriate human review and safeguards (e.g., medical, legal, financial, or employment decisions)
upload sensitive data (e.g., health, biometrics, government IDs) unless expressly permitted by contract (e.g., BAA) and applicable law
collect or process children’s data
violate third-party or platform policies (e.g., Google reviews policies; no review “gating” or incentives that violate applicable guidelines)
attempt to extract source code, weights, or hidden model parameters; or to exceed any documented or reasonable fair-use/rate limits (we may throttle to protect system stability)
We may monitor (automated and limited, access-controlled human review) for abuse, security, and quality.
5) Data, Privacy & Security
Privacy. Our processing is described in our Privacy Policy. For client-submitted personal data in our AI platform, we act as Processor/Service Provider under the DPA
.Note: No mobile information will be shared with third parties or affiliates for marketing/promotional purposes. Text messaging originator opt-in data and consent will not be shared with any third parties, except for aggregators and providers of the Text Message services
Training & AI operations. We do not use customer personal data to train models. We may use aggregated/anonymous insights to improve services. We may cache
prompts/outputs for 30 days for trust & safety, debugging, and quality with limited, access-controlled human review.
Security. We implement industry-standard safeguards (encryption in transit/at rest, access controls, monitoring, vulnerability management, etc.). No system is perfectly secure.
6) Customer Content, AI Outputs & IP
Your content. You retain ownership of prompts, inputs, files, datasets, and other content you submit (“Customer Content”). You grant us a worldwide, limited license to host, process, transmit, and display Customer Content to provide the Services and meet legal obligations.
Outputs. Subject to third-party rights and applicable law, we grant you a worldwide, perpetual, non-exclusive license to use, reproduce, display, and create derivative works from the AI Outputs generated for you by the Services. You are responsible for evaluating Outputs and ensuring compliance with law and third-party terms (including model/API providers).
Our IP. We and our licensors own the Services, software, models, documentation, and branding. No rights are granted except as expressly stated.
Feedback. You grant us a royalty-free, perpetual license to use suggestions or feedback to improve the Services.
Open-source / third-party models. We may incorporate OSS and third-party models/tools; their licenses/terms may apply.
7) Plans, Billing & Refunds
Commercial model (as applicable to your plan):
Subscriptions: Monthly and Annual plans (auto-renew until canceled).
Usage-based (metered): Billed monthly in arrears per plan metrics (e.g., requests, minutes, tokens, storage).
One-time setup/onboarding fees: Billed at activation and non-refundable unless required by law.
Professional Services/Consulting: Delivered under a separate Statement of Work (SOW); time & materials or fixed fee.
Trials & promos. We offer a free 14-day trial for voice and chat agent usage. Setup/onboarding fees (if any) may still apply. Trials auto-convert to paid at the end of the trial unless canceled before the trial ends. If you convert, initial subscription charges begin on the conversion date.
Billing & auto-renewal. Subscription fees are billed in advance for each term; metered fees are billed monthly in arrears. Subscriptions auto-renew for successive terms unless canceled per Section 9.
Refunds. You may cancel anytime; cancellation is effective at the end of the current billing period. Except where prohibited by law or expressly stated, fees already paid are non-refundable, except we provide a 30-day money-back guarantee for your first paid subscription term (setup fees excluded).
Taxes. Fees are exclusive of taxes; we may charge applicable taxes. You are responsible for tax obligations in your jurisdiction.
Late payments & chargebacks. We may suspend the Services if payment is more than 3 days overdue. We may assess late charges (the lesser of 1.5% per month or the maximum permitted by law) and pass through bank/processor fees for unjustified chargebacks. Access may be restored after full payment.
Price changes. We will give at least 30 days’ notice for material price changes to recurring subscriptions.
8) SLA & Support
Unless expressly stated in an Order/SOW:
No formal SLA is provided; we use commercially reasonable efforts to maintain availability.
Support: commercially reasonable support during business hours (MT), with prioritization for service-impacting issues.
9) Cancellation, Term, and Termination
Convenience cancellation (by you). You may cancel your subscription at any time via the account or by notice to [email protected]; cancellation takes effect at end of current term.
Suspension/termination (by us). We may suspend or terminate for material breach (including AUP violations, security risk, or non-payment), legal requirement, or if continued service is impracticable.
Data export & deletion. Upon termination or cancellation, we provide 30 days for you to export your data where available. We will then delete or de-identify Customer Content within 30 days, unless we must retain it by law or for legitimate legal interests (e.g., billing records, security logs).
10) Changes to the Services and to these Terms
We may modify or discontinue features to improve the Services or comply with law. We will provide advance notice for material changes where feasible. We may update these Terms; continued use after the effective date means you accept the updated Terms.
11) Third-Party Platforms & Reviews
I Integrations (e.g., Google, Meta, LinkedIn, Twilio, HighLevel) are subject to those providers’ terms. Use of Google reviews features must follow applicable platform policies and laws (e.g., no review gating, undisclosed incentives, or misleading endorsements). You are responsible for obtaining any required consent for communications and for complying with anti-spam, telemarketing, and endorsement guidelines.
12) Disclaimers (Important AI Notices)
THE SERVICES AND OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” AI OUTPUTS MAY BE INACCURATE, INCOMPLETE, OR OFFENSIVE AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. YOU ARE RESPONSIBLE FOR HUMAN REVIEW AND FOR DECISIONS MADE USING THE SERVICES/OUTPUTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, AND ERROR-FREE OR UNINTERRUPTED OPERATION).
13) Beta / Experimental Features
Beta features are provided as-is for evaluation, may change or be withdrawn, and may be subject to additional terms. We disclaim any commitments for data retention, availability, or support for Beta features.
14) Indemnities
By you. You will defend and indemnify us from claims arising out of (a) your Customer Content or use of the Services in violation of law or these Terms; (b) your violation of third-party rights; or (c) your misuse of reviews/communications features.
By us. We will defend and indemnify you from third-party claims that the Services as provided by us (excluding your content, configurations, combinations, or third-party components) infringe that third party’s IP rights, and we may (at our option) procure rights, modify the Services, or terminate access with a refund of prepaid, unused fees. This is your exclusive remedy for such claims.
15) Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW:
NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS/REVENUE/GOODWILL.
EACH PARTY’S TOTAL LIABILITY UNDER THESE TERMS IS LIMITED TO THE FEES YOU PAID (OR PAYABLE) TO US IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
Carve-outs: The above caps/exclusions do not apply to (a) your payment obligations; (b) either party’s willful misconduct or violation of the other’s IP rights; or (c) your
indemnity obligations in Section 14.
16) Confidentiality
Each party may access the other’s Confidential Information and must protect it with at least reasonable care, using it only for the purposes of these Terms. Exceptions
include information that is public, already known, independently developed, or lawfully obtained. Required disclosures by law are permitted with prompt notice (if allowed).
17) Export Controls & Sanctions
You must comply with U.S. and international export, re-export, and sanctions laws. You may not use the Services in or for the benefit of restricted parties or jurisdictions.
18) Government Use
If you are a U.S. Government entity or using the Services on behalf of one, our software and documentation are “Commercial Items” subject to restricted rights under applicable regulations.
19) Dispute Resolution; Arbitration; Class-Action Waiver
Governing law & venue. Colorado law (without conflict rules) governs. For court claims not subject to arbitration, the exclusive venue is Denver County, Colorado.
Arbitration. Except for small-claims matters and injunctive relief, any dispute arising out of these Terms will be finally settled by binding arbitration administered by AAA under its Commercial Arbitration Rules. Seat/venue: Denver, CO. One arbitrator. Judgment may be entered in any court of competent jurisdiction.
Class-action & jury-trial waiver. Disputes must be brought individually; no class or representative actions. Parties waive jury trial.
30-day opt-out. You may opt out of arbitration by emailing [email protected] within 30 days of first accepting these Terms.
20) Notices
We may provide notices via email, in-app messages, dashboard banners, or posting to our website. Your notices to us must be sent to [email protected] (and also to our postal address for legal notices).
21) Assignment
You may not assign these Terms without our prior written consent (not to be unreasonably withheld), except to an affiliate or in connection with a merger, sale, or reorganization involving your business and with notice to us. We may assign to an affiliate or successor.
22) Publicity
We may use your name and logo in customer lists and marketing materials, unless you opt out by emailing [email protected].
23) Order of Precedence; Entire Agreement
I If there is a conflict: Order/SOW → DPA → these Terms → Documentation. These Terms, together with incorporated documents, are the entire agreement and supersede prior understandings. If any provision is unenforceable, the remainder stays in effect. No waiver is effective unless in writing.
24) Survival
Sections relating to fees, IP, confidentiality, disclaimers, indemnities, liability limits, dispute resolution, and survival will survive termination.
Plan-Specific & Operational Details (for your site/admin)
Free Trial: 14 days for voice/chat agent features; setup fees may apply; auto-converts unless canceled before trial end.
Auto-Renewal: Monthly/annual subscriptions renew until canceled.
Refunds: Cancel anytime (effective next cycle). 30-day money-back guarantee for first paid term (subscription fees only; setup fees excluded).
Additional features : may incur additional charges
Overages: Metered usage billed monthly in arrears per plan.
Data Export Window: 30 days after termination; deletion within 30 days thereafter (unless law requires retention).