Terms of Service

1. Acceptance and authority

By creating an account, clicking to accept these Terms, signing an order form that incorporates them, or accessing or using the Services, you agree to this Agreement. If you use the Services for an organization, you represent that you have authority to bind that organization.

If you do not have that authority or do not agree to these Terms, you must not use the Services. Individuals using the Services on behalf of a Customer must comply with the Customer’s account policies and these Terms.

2. The Agreement and order of precedence

The Agreement consists of these Terms, any applicable Order Form, service-specific or supplemental terms, the Acceptable Use Policy, the Privacy Policy, any applicable Data Processing Agreement, and other terms expressly incorporated by reference.

If documents conflict, a signed or expressly accepted Order Form controls for the specific Services it covers, followed by applicable supplemental terms, the Data Processing Agreement for data-processing matters, these Terms, and then policies incorporated by reference, unless a document expressly states a different priority.

3. Eligibility and account registration

You must provide accurate, current and complete account information and keep it updated. You may not create accounts using false identities, misleading organization details or credentials you are not authorized to use.

You are responsible for activity under your account, including activity by employees, contractors, End Users and applications using your credentials. You must use reasonable safeguards to prevent unauthorized access and notify Zayloft promptly if you suspect compromise.

4. Organizations, projects, roles and credentials

Where available, Customers may organize access through organizations, projects, environments, users, roles and service credentials. Account owners and administrators are responsible for assigning appropriate permissions.

Credentials are confidential. API keys, access tokens, SMPP passwords, webhook secrets and similar credentials must be stored in protected systems and may not be embedded in public client-side code or intentionally disclosed to unauthorized persons.

5. License and permitted use

Subject to the Agreement and payment of applicable fees, Zayloft grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the Services during the applicable term for Customer’s internal business purposes and to provide Customer’s own services to its End Users where the product is designed for that use.

Customer may not copy, modify, reverse engineer, decompile, attempt to discover source code or underlying non-public technology, bypass technical restrictions, scrape protected interfaces, resell standalone access except under an authorized reseller arrangement, or use the Services to build a substitute service using Zayloft confidential or proprietary materials, except to the extent a restriction is prohibited by applicable law.

6. Customer responsibilities and lawful communications

Customer is responsible for its use of the Services, its Customer Content, its End Users, its sender identities, and the legal basis for communications it initiates.

Customer must comply with applicable communications, telemarketing, electronic messaging, privacy, consumer-protection, advertising, fraud, data-protection and industry requirements. This includes obtaining legally sufficient consent where required, keeping evidence of consent when appropriate, honoring opt-outs and revocations, maintaining suppression controls, using accurate sender information, and communicating only with recipients Customer is authorized to contact.

Customer must not use Zayloft to evade carrier, network, channel, regulator or platform requirements, falsify traffic origin, obscure identity, circumvent registration or verification controls, or continue contacting recipients after a legally effective opt-out.

7. Acceptable Use Policy

The Acceptable Use Policy forms part of the Agreement and applies to Customer, Customer’s users and End Users. Prohibited conduct includes unlawful, deceptive, fraudulent, abusive, harassing, exploitative or security-threatening activity and other conduct identified in that policy.

Zayloft may investigate suspected misuse and may request information reasonably necessary to verify traffic, consent, identity, sender authorization, destination use, account ownership or compliance.

8. Messaging, email, voice and channel-specific conditions

Communications services depend on third-party networks, carriers, mailbox providers, device platforms, channel operators, number authorities and other delivery participants. Their rules, technical limits, registration requirements and fees may apply in addition to this Agreement.

Acceptance of a message, call, email or verification request for processing does not guarantee final delivery, recipient receipt, inbox placement, call completion, device support or a particular delivery time. Delivery states can be asynchronous and may depend on downstream providers.

Customer is responsible for complying with channel-specific requirements applicable to sender IDs, numbers, templates, short codes, toll-free resources, email authentication, voice origination and other communications resources it uses.

9. Developer interfaces and technical limits

APIs, SMPP connections, webhooks, SDKs, documentation and other developer interfaces must be used according to applicable documentation and account configuration. Customer must respect rate, throughput, concurrency, payload, session and security limits.

Customer should design integrations for retries, idempotency, asynchronous events, partial failures and provider latency. Zayloft may apply technical controls reasonably necessary to protect service integrity, prevent abuse, manage capacity or satisfy downstream requirements.

10. AI and NLP services

AI and NLP functionality may produce probabilistic, incomplete or inaccurate outputs. Customer is responsible for evaluating outputs before using them in decisions, communications or automated workflows where errors could cause material harm.

Customer must have the rights and permissions needed for prompts, documents, training examples, retrieved content and other data submitted to AI functionality. Service-specific AI terms, model-provider restrictions or data-processing terms may also apply.

11. Fees, rates and taxes

Customer must pay the fees and other charges applicable to its account. Rates can depend on product, destination, network, sender type, route, message length or segmentation, number resources, platform charges, volume and other service characteristics.

Unless a written agreement states otherwise, usage is charged according to the rates made available in the account, quote, pricing schedule or applicable service interface at the time the billable event occurs.

Customer is responsible for applicable taxes, duties, regulatory assessments, carrier charges, registration fees and similar amounts except taxes based on Zayloft’s net income. Where Zayloft is legally required to collect tax, it may add that amount to the Customer’s charges.

12. Prepaid balances, credit and invoicing

Depending on the account, Services may require prepaid funding or may be provided under approved invoicing or credit terms. Customer must maintain sufficient funds or remain within approved credit limits.

Prepaid credits are applied to eligible service usage and are not a bank deposit. Treatment of unused balances, refunds and expiration is governed by the applicable account terms, payment method, promotion terms and mandatory law. Consumed usage and third-party charges are generally not reversible once incurred unless the charge is shown to be incorrect.

Zayloft may restrict paid usage, suspend service or require additional funding where a balance is insufficient, an invoice is overdue, a payment is reversed, fraud is suspected or credit exposure exceeds approved limits.

13. Billing disputes

Customer should review account usage and invoices promptly. Billing questions should identify the account, invoice or transaction and the disputed usage. Zayloft may require supporting information reasonably necessary to investigate.

A contractual deadline stated in an Order Form or invoice applies to billing disputes. If no deadline is stated, Customer should raise a dispute without unreasonable delay. Nothing in this section removes rights that cannot legally be waived.

14. Service changes and availability

Zayloft may update, improve, replace or modify Services and technical interfaces. We may also change features or availability because of security, carrier, platform, legal, regulatory, operational or technical requirements.

Where a material change affects a committed paid Service, the applicable Order Form, service-specific terms or mandatory law governs any notice or remedy. Unless expressly covered by a written service-level agreement, the public website does not create an uptime, delivery-time or response-time guarantee.

15. Customer Content and data protection

As between Customer and Zayloft, Customer retains its rights in Customer Content. Customer grants Zayloft and its subprocessors the limited rights necessary to host, transmit, route, transform, secure, troubleshoot and otherwise process Customer Content to provide the Services, comply with lawful instructions and protect the platform.

Personal information is handled under the Privacy Policy and, where Zayloft acts as a processor or service provider for Customer, under the applicable Data Processing Agreement. Customer is responsible for providing legally required notices and instructions and for determining whether the Services are appropriate for the data it submits.

16. Zayloft technology and intellectual property

Zayloft and its licensors retain all rights in the Services, software, APIs, documentation, designs, trademarks, service marks, technology, models, workflows, know-how and other proprietary materials, excluding Customer Content.

No rights are granted by implication. Customer may use Zayloft names and marks only as expressly authorized in writing or under published brand guidelines.

17. Feedback

If Customer voluntarily provides suggestions, ideas or feedback about the Services, Zayloft may use that feedback without restriction or payment, provided that Zayloft does not identify Customer publicly as the source without permission.

18. Confidential information

Each party may receive non-public information that is identified as confidential or that a reasonable person would understand to be confidential. The receiving party must use reasonable care to protect it and may use it only for the relationship.

Confidentiality obligations do not apply to information that becomes public without breach, was lawfully known without restriction, is received lawfully from another source without confidentiality duty, or is independently developed. A party may disclose confidential information when legally required after giving notice where legally permitted.

19. Suspension and protective actions

Zayloft may suspend, limit, quarantine or block affected traffic, credentials, features or accounts where reasonably necessary because of suspected fraud or abuse, a security threat, violation of the Agreement, nonpayment, excessive risk, unlawful traffic, a carrier or platform requirement, a legal or regulatory requirement, or material risk to the Services or other users.

Where practical and legally permitted, Zayloft will provide notice and an opportunity to address the issue. Immediate action may be taken where delay could increase harm, fraud, security risk, legal exposure or network disruption.

20. Term and termination

The Agreement begins when Customer first accepts it or starts using the Services and continues until terminated, subject to any committed term in an Order Form.

Either party may terminate as permitted by the applicable account or Order Form. Zayloft may terminate for material breach that remains uncured after a reasonable cure period where cure is appropriate, or immediately for serious abuse, fraud, unlawful activity, security threats, insolvency-related circumstances where permitted, or where continued service is prohibited.

Upon termination, Customer must stop using the terminated Services and pay amounts properly due. Provisions that by their nature should survive—including accrued payment obligations, intellectual-property protections, confidentiality, disclaimers, indemnities, liability limits and dispute provisions—continue after termination.

21. Warranties and disclaimers

Each party represents that it has authority to enter into the Agreement. Customer represents that it has the rights, permissions and lawful basis necessary for its Customer Content and use of the Services.

Except for express warranties in a signed Order Form and to the maximum extent permitted by law, the Services are provided on an “as available” basis. Zayloft disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement and warranties arising from course of dealing or usage of trade.

Zayloft does not warrant uninterrupted operation, error-free software, universal carrier or recipient delivery, inbox placement, preservation of a particular route, permanent availability of numbers or sender resources, or accuracy of AI-generated output.

22. Indemnification

To the extent permitted by law, Customer will defend, indemnify and hold harmless Zayloft and its affiliates, officers, directors, employees and agents from third-party claims, damages, penalties, costs and reasonable legal fees arising from Customer Content; Customer’s or its End Users’ unlawful or unauthorized communications; breach of the Acceptable Use Policy; infringement or violation of third-party rights by Customer Content or Customer’s implementation; or Customer’s material breach of the Agreement.

Zayloft will give reasonably prompt notice of an indemnified claim and reasonable cooperation at Customer’s expense. Customer may control the defense, but may not settle a claim in a way that admits fault by Zayloft, imposes non-monetary obligations on Zayloft or fails to fully release Zayloft without Zayloft’s written consent.

23. Limitation of liability

To the maximum extent permitted by law, neither party is liable under the Agreement for indirect, incidental, special, exemplary, punitive or consequential damages, or for loss of profits, revenues, goodwill or business opportunities, even if advised that such damages were possible, except where such exclusion is prohibited.

To the maximum extent permitted by law, Zayloft’s aggregate liability arising from or relating to the Services will not exceed the fees paid or payable by Customer for the affected Services during the twelve months immediately before the event giving rise to the claim. For Services provided without charge, liability is limited to the extent permitted by applicable law.

The exclusions and caps do not apply where liability cannot legally be limited and may be modified by an applicable signed Order Form. Nothing in these Terms limits mandatory consumer rights where those rights legally apply.

24. Force majeure and external dependencies

Neither party is liable for delay or failure caused by events beyond its reasonable control, excluding Customer’s payment obligations for amounts already incurred. Examples can include natural disasters, war, terrorism, civil disorder, labor disruption, governmental action, internet or cloud failures, power failures, cyberattacks despite reasonable safeguards, and material carrier, network or channel outages.

Communications services inherently depend on external networks and providers. Zayloft is not responsible for a downstream provider’s act or omission except to the extent the applicable law or a signed agreement expressly provides otherwise.

25. Compliance, sanctions and anti-corruption

Each party must comply with laws applicable to its own performance under the Agreement. Customer may not use the Services in violation of applicable export-control, economic-sanctions, anti-bribery or anti-corruption laws, or for transactions prohibited by applicable law.

Customer represents that it will not knowingly make the Services available to a person or destination where doing so is prohibited and will provide reasonable information needed for lawful screening or compliance where appropriate.

26. Governing law and disputes

If an Order Form or other written agreement identifies governing law, venue or a dispute process, those provisions control. If it does not, the Agreement is governed by the law applicable to the contracting Zayloft entity, without regard to conflict-of-laws rules, subject to mandatory law that cannot be excluded.

The parties will first attempt in good faith to resolve a dispute through business escalation. If the dispute is not resolved, proceedings must be brought in the forum having jurisdiction over the contracting Zayloft entity unless a different forum or dispute mechanism is required by mandatory law or agreed in writing.

This section intentionally does not impose a specific arbitration seat, arbitral institution or U.S. state law unless those details are identified in the applicable contracting documents.

27. Changes to these Terms

Zayloft may update these Terms to reflect changes in the Services, law, security, business operations or referenced policies. Updated Terms will show a new revision date.

Where required, Zayloft will provide additional notice of material changes. Continued use after the effective date constitutes acceptance where legally permitted. If applicable law requires affirmative consent to a change, Zayloft will obtain that consent before the change binds the affected Customer.

28. Notices

Operational notices may be delivered through the account, dashboard, website or the email address associated with Customer’s account. Customer is responsible for keeping contact information current.

Legal or contractual notices to Zayloft should be sent to the address or legal contact identified in the applicable Order Form, invoice or account documentation. General legal questions may be sent to support@zayloft.com with an appropriate subject line.

29. Assignment, relationship and third parties

Customer may not assign the Agreement without Zayloft’s prior written consent, except as expressly permitted in an Order Form or by mandatory law. Zayloft may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing or transfer of the relevant business, subject to applicable law.

The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary relationship, franchise or agency relationship. Third-party services integrated with Zayloft may have their own terms, and Customer is responsible for reviewing terms that apply to its use of those services.

30. Entire agreement, waiver and severability

The Agreement is the entire agreement between the parties regarding the Services it covers and supersedes prior or contemporaneous proposals and understandings on that subject, except for written agreements expressly preserved.

Failure to enforce a provision is not a waiver. If a provision is found unenforceable, it will be enforced to the maximum lawful extent or severed, and the remaining provisions will continue in effect. Headings are for convenience and do not control interpretation.