Terms of Service - Gamified Platform for Entrepreneurs

Zentella.ai Terms of Service

Last Updated: April 24, 2025

Welcome to Zentella.ai! These Terms of Service («Terms») govern your access to and use of the Zentella.ai website, platform, AI-powered tools, virtual consultants, and related services (collectively, the «Service»), operated by Agroware Inc. («Agroware,» «we,» «us,» or «our»).

Please read these Terms carefully before using the Service. By accessing or using the Service, you agree to be bound by these Terms and our Privacy Notice. If you do not agree to these Terms, you may not access or use the Service.

1. Acceptance of Terms

By creating an account, accessing the website, or using any part of the Service, you represent that you have read, understood, and agree to be bound by these Terms. If you are using the Service on behalf of an organization (like an educational institution, incubator, accelerator, or government agency), you represent and warrant that you have the authority to bind that organization to these Terms, and you agree to be bound by these Terms on behalf of that organization.

2. Description of Service

Zentella.ai provides a gamified entrepreneurship platform powered by Artificial Intelligence (AI). The Service includes business planning tools, AI-powered analysis (such as SWOT and competitor analysis), virtual AI consultants offering guidance in various business areas (e.g., Sales, HR, Finance, Legal, Marketing, Operations), and potentially gamification features designed to enhance user engagement and execution (collectively, the «Features»).

3. Eligibility and Account Registration

You must be at least 18 years old or the age of majority in your jurisdiction to use the Service.
You may need to register for an account to access certain Features. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
You are responsible for safeguarding your account password and for any activities or actions under your account. You agree to notify us immediately of any unauthorized use of your account.

4. Use of the Service

License: Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business planning and development purposes.

Acceptable Use: You agree not to use the Service:

In any way that violates any applicable federal, provincial, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Canada or other countries).
To exploit, harm, or attempt to exploit or harm minors in any way.
To transmit, or procure the sending of, any advertising or promotional material, including any «junk mail,» «chain letter,» «spam,» or any other similar solicitation.
To impersonate or attempt to impersonate Agroware, an Agroware employee, another user, or any other person or entity.
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm Agroware or users of the Service or expose them to liability.
To reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service or its AI models.
To access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes.
To input sensitive personal information (such as health information, government identification numbers, or financial account numbers, unless specifically required for payment processing) into the AI Features.

5. User Content

Your Content: You retain ownership of the underlying data, information, text, and other content you input, upload, or provide to the Service («User Content»).
License to Us for Service Operation: By providing User Content to the Service, you grant Agroware a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, distribute, display, and perform the User Content solely as necessary to operate, provide, maintain, and improve the Service for you and other users. This includes using your User Content to generate AI outputs requested by you.
License for AI Improvement: You also grant Agroware a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license to use your User Content (including prompts and interactions with AI features) in an aggregated and anonymized form (meaning stripped of information that could reasonably identify you or your specific business) to develop, train, improve, and enhance our AI models and the overall Service. We will not use your identifiable User Content to train our models without your explicit consent, unless it has been properly anonymized and aggregated first.

Responsibility: You are solely responsible for your User Content and the consequences of providing it. You represent and warrant that you have all necessary rights to grant the licenses granted herein to your User Content and that your User Content does not violate any third-party rights (including privacy and intellectual property rights) or applicable laws.

6. AI Features and Disclaimers

Informational Purposes Only: The AI-powered tools, analysis, virtual consultant guidance, and any other output generated by the Service’s AI features («AI Output») are provided for informational, educational, and brainstorming purposes only.
No Professional Advice: The Service and AI Output do NOT constitute professional financial, investment, legal, accounting, tax, HR, or any other regulated professional advice. AI Output is generated by algorithms and is not a substitute for consultation with qualified, licensed professionals who understand your specific circumstances. You should always consult with appropriate licensed professionals before making any business decisions based on or influenced by information obtained from the Service.
Accuracy, Completeness, and Bias Disclaimer: Artificial intelligence is a rapidly evolving field. While we strive to provide helpful AI Output, AI models can make mistakes, generate inaccurate or incomplete information, produce biased content, or fail to consider all relevant factors. Agroware makes NO representations or warranties regarding the accuracy, completeness, reliability, suitability, timeliness, or appropriateness of any AI Output. You must independently evaluate and verify any AI Output before relying on it.
No Guarantee of Outcomes: Use of the Service does not guarantee any specific business outcome, success, funding, or compliance with any legal or regulatory requirements.

Your Responsibility: You acknowledge and agree that you use the AI Features and rely on any AI Output generated by the Service entirely at your own risk. Agroware Inc. and its affiliates, officers, directors, employees, agents, suppliers, or licensors will not be liable for any decisions made, actions taken (or not taken), or losses or damages incurred in reliance on, or as a result of using, the information or guidance provided by the Service or its AI Output.

7. Fees and Payment

Subscription Fees: Access to certain Features of the Service may require payment of subscription fees. Applicable fees will be disclosed to you prior to subscribing.
Billing: You agree to pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. We may use a third-party payment processor.

Changes: We reserve the right to change subscription fees upon reasonable notice.

8. Intellectual Property

Service Ownership: Excluding your User Content (as defined in Section 5), the Service and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), and the underlying technology, including the AI models, algorithms, and processes developed by or for Agroware, are owned by Agroware Inc., its licensors, or other providers of such material and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. The Zentella.ai name and logo are trademarks of Agroware Inc.

AI Output Ownership: You acknowledge that Agroware Inc. owns all rights, title, and interest in and to the AI Output generated by the Service. Subject to your compliance with these Terms, Agroware grants you a limited, non-exclusive, worldwide license to use the AI Output generated for you through your authorized use of the Service for your internal business purposes. You may not represent the AI Output as being generated by a human or use it in a way that violates these Terms or applicable law.

9. Confidentiality

«Confidential Information» means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes your non-public User Content. Our Confidential Information includes the non-public aspects of the Service and its underlying technology and AI models. Confidential Information does not include information that (i) is or becomes publicly known through no breach of these Terms; (ii) was known to the receiving party prior to its disclosure by the disclosing party; (iii) is rightfully received from a third party without breach of any confidentiality obligation; (iv) was independently developed by the receiving party; or (v) is AI Output (subject to the license granted in Section 8). Both parties agree to protect the other’s Confidential Information with the same degree of care used to protect their own confidential information (but not less than reasonable care) and not to use or disclose it except as necessary to perform obligations or exercise rights under these Terms or as required by law.

10. Term and Termination

Term: These Terms commence on the date you first accept them and continue until your subscription expires or is terminated.
Termination by You: You may terminate your account and these Terms at any time by contacting us or through your account settings (if available).
Termination by Us: We may suspend or terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. Reasons for termination may include, but are not limited to, a breach of these Terms.
Effect of Termination: Upon termination, your right to use the Service will immediately cease. Provisions that by their nature should survive termination shall survive (including, without limitation, ownership provisions (Sections 5, 8), warranty disclaimers (Section 11), indemnity (Section 13), limitations of liability (Section 12), confidentiality (Section 9), AI disclaimers (Section 6), governing law (Section 14), and miscellaneous provisions (Section 16)). We may delete your User Content upon termination, subject to legal requirements and our data retention policies outlined in the Privacy Notice. Anonymized and aggregated data derived from User Content used for AI improvement may be retained indefinitely.

11. Disclaimers of Warranties

THE SERVICE IS PROVIDED ON AN «AS IS» AND «AS AVAILABLE» BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AGROWARE DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. AGROWARE EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY OR SUITABILITY OF ANY CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING SPECIFICALLY AI OUTPUT (SEE SECTION 6).

12. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AGROWARE INC., ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (a) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE; (b) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE; (c) ANY CONTENT OBTAINED FROM THE SERVICE, INCLUDING ANY RELIANCE ON AI OUTPUT; (d) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT; OR (e) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

IN NO EVENT SHALL AGROWARE’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE EXCEED THE GREATER OF (I) ONE HUNDRED CANADIAN DOLLARS (CAD $100) OR (II) THE AMOUNTS PAID BY YOU TO AGROWARE FOR THE USE OF THE SERVICE IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to defend, indemnify, and hold harmless Agroware Inc. and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Service, including, but not limited to, your User Content, any use of the Service’s content (including AI Output) other than as expressly authorized in these Terms, your reliance on any AI Output, or your use of any information obtained from the Service.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Toronto, Ontario, before one arbitrator. The arbitration shall be administered pursuant to the simplified arbitration rules under the Arbitration Act, 1991 (Ontario). Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. You agree to waive any right to participate in a class action lawsuit or class-wide arbitration.

15. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect, likely via email or a notification within the Service. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.

16. Miscellaneous

Entire Agreement: These Terms and our Privacy Notice constitute the entire agreement between you and Agroware regarding the Service and supersede all prior agreements or understandings.
Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
Assignment: You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We may freely assign or transfer these Terms without restriction.
Notices: Any notices or other communications provided by Agroware under these Terms will be given: (i) via email; or (ii) by posting to the Service. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
Accessibility: Agroware is committed to accessibility. If you have difficulty accessing the Service or have suggestions for improvement, please contact us. We strive to conform to accessibility standards where feasible.

17. Contact Information

If you have any questions about these Terms, please contact us at:

Agroware Inc. (o/a Zentella.ai)

Attn: Legal Department

55 Livingston Rd, Unit 601

Scarborough, ON M1E 1K9

Canada

Email: legal@zentella.ai

Website: www.zentella.ai