Terms of Service

Effective Date: February 22, 2026

1. Introduction & Definitions

These Terms of Service ("Terms") constitute a legally binding agreement between you and Zakii AI LLC (operating as Zakii.ai, referred to as "the Provider," "we," "us," or "our") governing your access to and use of the Zakii.ai platform and all related services. By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

Definitions

By creating an account, accessing the Platform, or using any part of the Service, Customer agrees to be bound by these Terms and all policies referenced herein.

2. Service Description

Zakii.ai is an AI-powered customer engagement platform designed specifically for independent auto dealers. The Service enables dealers to automate and enhance their customer communications across multiple channels while maintaining full oversight and control.

Channels

Features

The Service is provided on an "as-is" basis. We continuously improve the Platform and its capabilities, but we do not guarantee specific AI accuracy levels, response quality, or feature availability at any given time.

We target a service availability of 99.9% uptime, excluding periods of scheduled maintenance. Scheduled maintenance windows will be communicated to Customers in advance whenever reasonably possible.

3. Account & Access

Each dealership is entitled to one account on the Platform. The individual creating the account must be an authorized representative of the dealership with the authority to bind the dealership to these Terms.

Customer is responsible for maintaining the confidentiality and security of all account credentials, including usernames, passwords, and API keys. Customer shall not share login credentials with unauthorized individuals and is responsible for all activity that occurs under their account.

Customer must notify the Provider immediately at contact@zakii.ai if they become aware of or reasonably suspect any unauthorized access to or use of their account.

The Provider reserves the right to suspend account access at any time if a security compromise is suspected, in order to protect the integrity of the Platform and Customer data. Access will be restored promptly once the issue is resolved.

4. Subscription & Billing

Subscription Fees

Subscription fees, billing frequency, trial periods, and payment terms are as set forth in the applicable service agreement or order form executed between the Provider and the Customer. All fees are non-refundable unless otherwise specified in the service agreement.

Payment

Payment is due in accordance with the terms of the service agreement. Accepted payment methods include credit card and ACH bank transfer. In the event of a failed payment, a 7-day grace period will be provided. If payment is not successfully processed within the grace period, the Service may be suspended until the outstanding balance is resolved.

Fee Changes

The Provider reserves the right to adjust fees. Any fee changes will be communicated to Customer via written notice (email) at least 30 days before the new fees take effect. Continued use of the Service after the effective date constitutes acceptance of the updated fees.

5. Cancellation & Termination

Subscription Terms

The Service operates on a month-to-month subscription basis. No long-term contracts are required.

Customer Cancellation

Customer may cancel the Service at any time by providing 30 days written notice to contact@zakii.ai. Upon receipt of a cancellation notice, the Service will remain active until the end of the current billing period.

Provider Termination

The Provider may suspend or terminate the Service at its discretion for any of the following reasons:

Post-Termination

Upon termination of the Service, Customer data will remain available for export for a period of 30 days. After the 30-day post-termination period, all Customer data will be permanently and irreversibly deleted from the Platform.

The following sections of these Terms shall survive termination: Limitation of Liability, Indemnification, Intellectual Property, Confidentiality, and Dispute Resolution.

6. AI-Generated Content Disclaimer

Important Notice

The Service uses artificial intelligence to automatically generate responses to customer inquiries. AI-generated content is produced by machine learning models and may contain inaccuracies, errors, outdated information, hallucinations (fabricated facts), or statements that do not accurately reflect the Customer's business practices, policies, inventory, or actual vehicle information.

AI systems, by their nature, can generate responses that appear accurate but are entirely fabricated — including but not limited to: fictional vehicle listings, incorrect specifications, made-up financing terms, inaccurate pricing, false availability claims, or promises the dealership cannot fulfill. These are known as "hallucinations" and are an inherent limitation of AI technology.

Customer is solely responsible for monitoring, reviewing, and overseeing all AI-generated communications sent on their behalf. The Provider bears no responsibility or liability for any consequences arising from AI-generated content, including but not limited to hallucinated, inaccurate, misleading, or fabricated information communicated to End Users.

The Platform provides tools for Customer to intervene in and control AI behavior, including but not limited to:

The Provider is NOT liable for any AI-generated statements regarding vehicle pricing, availability, condition, mileage, history, specifications, financing terms, warranty information, trade-in values, promotional offers, or any other claims — whether accurate or fabricated — made by the AI on behalf of the Customer.

Customer acknowledges and agrees that: (a) AI is a tool designed to assist, not replace, human judgment and oversight; (b) AI-generated content may be incorrect, fabricated, or misleading without any indication that it is inaccurate; (c) Customer has a continuous duty to monitor AI communications and correct errors promptly; and (d) Customer is solely responsible for any consequences, claims, damages, or liabilities arising from AI-generated content, including content the Customer failed to review or correct in a timely manner.

7. TCPA & Messaging Compliance

Customer is solely responsible for compliance with the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and all applicable state and federal telemarketing, messaging, and electronic communication laws and regulations.

Customer warrants and represents that they have obtained proper prior express written consent from all End Users before initiating SMS, text message, or other electronic communications through the Service. This consent must comply with all requirements under the TCPA and applicable regulations, including clear and conspicuous disclosure of the types and frequency of messages the End User will receive.

Customer is responsible for maintaining accurate records of consent and for honoring all opt-out requests and do-not-contact lists in a timely manner. Customer must process opt-out requests promptly and ensure that no further messages are sent to individuals who have revoked consent.

The Provider processes opt-out requests automatically when detected (e.g., when an End User responds with "STOP" or similar keywords). However, Customer remains solely liable for ensuring full compliance with all messaging laws and regulations, regardless of any automated compliance features provided by the Platform.

Customer must not use the Service to send unsolicited commercial messages to individuals who have not provided proper consent. Customer shall not use the Service to contact individuals on the National Do Not Call Registry or any applicable state do-not-call lists without a valid exemption.

The Provider reserves the right to immediately suspend or terminate the Service without notice if compliance violations are detected, reported by third parties, or brought to the Provider's attention by regulatory authorities.

Customer shall indemnify, defend, and hold harmless the Provider from and against any and all claims, demands, actions, fines, penalties, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising from or related to Customer's failure to comply with the TCPA, CAN-SPAM Act, or any other applicable messaging or telemarketing laws.

Consumer SMS Terms — Messages Sent Directly by Zakii AI LLC (Including Our Demo Line)

In addition to powering messaging for our dealer customers, Zakii AI LLC operates its own toll-free numbers, including a public product demonstration line that prospective customers can text to try our AI assistant. On the demo line, the AI responds in the persona of a fictional sample dealership ("Oakhaven Auto") so you can experience how the product answers real customer questions. The following terms apply to SMS messages sent directly by Zakii AI LLC from numbers we operate.

Consent. By sending a text message to one of our numbers, or by submitting your phone number through a form on our website and agreeing to be contacted, you consent to receive automated text message replies from Zakii AI LLC related to your inquiry or demonstration session. Consent is not a condition of any purchase.

Message frequency varies based on your conversation. Message and data rates may apply — contact your wireless carrier for details about your messaging plan.

Opt-out. You can opt out at any time by replying STOP to any message. You will receive a one-time confirmation and no further messages will be sent unless you re-subscribe (reply START). For help, reply HELP to any message or email contact@zakii.ai.

No mobile information sharing. No mobile information will be shared with third parties/affiliates for marketing/promotional purposes. Information sharing to subcontractors in support services, such as customer service, is permitted. All other use case categories exclude text messaging originator opt-in data and consent; this information will not be shared with any third parties.

Carrier disclaimer. Wireless carriers are not liable for delayed or undelivered messages. You must be at least 18 years of age to use our SMS services.

8. Acceptable Use

Customer agrees to use the Service only for lawful purposes and in accordance with these Terms. Customer shall NOT use the Service to:

The Provider reserves the right to investigate suspected violations of these acceptable use provisions and to take appropriate action, including but not limited to suspension or termination of the Service, reporting to law enforcement authorities, and pursuing legal remedies.

9. Intellectual Property

Provider IP

The Provider retains all rights, title, and interest in and to the Platform, including but not limited to the software, AI models, machine learning algorithms, user interface designs, documentation, trademarks, trade names, logos, and all related intellectual property. Nothing in these Terms grants Customer any ownership rights in the Platform or its underlying technology.

Customer Data

Customer retains all rights, title, and interest in their own data, including inventory information, business details, customer contact information, and conversation content generated through the Service.

License Grant

Customer grants the Provider a limited, non-exclusive, revocable license to access, process, and use Customer data solely for the purpose of delivering, maintaining, and improving the Service. This license terminates upon termination of the Service agreement.

Aggregated Data

The Provider may use anonymized, aggregated usage data that has been stripped of all personally identifying information for the purposes of service improvement, analytics, benchmarking, and product development. Such aggregated data shall not identify any individual Customer or End User.

Trademarks

Neither party may use the other party's trademarks, trade names, logos, or other branding materials without the prior written consent of the other party.

10. Data Handling

Encryption

All Customer data is encrypted using industry-standard 256-bit AES encryption at rest and TLS/SSL encryption in transit. We implement commercially reasonable security measures to protect Customer data from unauthorized access, alteration, disclosure, or destruction.

Data Isolation

Customer data is isolated on a per-dealer basis. There is no cross-dealer data sharing or access. Each Customer's data is logically separated and accessible only to the authorized Customer account and Provider personnel who require access for service delivery.

Third-Party Sharing

The Provider does not sell, rent, or share Customer data with third parties except as strictly necessary to deliver the Service (e.g., cloud hosting providers, SMS delivery services). For complete details on our data practices, sub-processors, and your rights, please refer to our Privacy Policy.

Data Retention

Customer data is retained throughout the duration of the active subscription period and for a period of 30 days following termination of the Service. After the 30-day post-termination period, all Customer data is permanently deleted.

Data Export

Customer may request a full export of their data at any time during the active subscription or within 30 days of termination by contacting contact@zakii.ai. The Provider will make commercially reasonable efforts to fulfill export requests within 10 business days.

For full details on our data collection, processing, and protection practices, please review our Privacy Policy at zakii.ai/privacy-policy.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROVIDER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO THE PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IN NO EVENT SHALL THE PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, EVEN IF THE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

This limitation of liability includes, but is not limited to, damages for loss of profits, revenue, data, business opportunities, goodwill, anticipated savings, or any other commercial or economic losses.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

The Provider does not warrant that the Service will be uninterrupted, timely, secure, or error-free, or that AI-generated content will be accurate, complete, or suitable for any particular purpose. Customer uses the Service and relies on AI-generated content at their own risk.

12. Indemnification

Customer agrees to indemnify, defend, and hold harmless the Provider, its officers, directors, employees, agents, affiliates, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees and court costs) arising from or related to:

This indemnification obligation shall survive the termination or expiration of these Terms and the Service agreement.

13. Dispute Resolution

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which the Provider operates, without regard to its conflict of law principles or provisions.

Negotiation

Any dispute, controversy, or claim arising out of or relating to these Terms or the Service shall first be attempted to be resolved through good-faith negotiation between the parties. The parties agree to negotiate in good faith for a period of thirty (30) days from the date that one party provides written notice of the dispute to the other party.

Binding Arbitration

If the parties are unable to resolve the dispute through negotiation within the 30-day period, the dispute shall be resolved through final and binding arbitration administered in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator, and the arbitrator's decision shall be final and binding on both parties.

Class Action Waiver

CUSTOMER AGREES TO WAIVE THE RIGHT TO PARTICIPATE IN CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATION, OR ANY OTHER FORM OF REPRESENTATIVE OR CONSOLIDATED PROCEEDING. All disputes shall be resolved on an individual basis.

Injunctive Relief

Nothing in this section shall prevent either party from seeking temporary or preliminary injunctive relief, or other equitable remedies, in a court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent irreparable harm.

14. Confidentiality

Each party agrees to maintain the confidentiality of the other party's Confidential Information. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

Confidential Information includes, but is not limited to: business plans, customer data, financial information, technical specifications, AI training configurations, proprietary algorithms, and trade secrets.

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is lawfully obtained from a third party without restriction.

The confidentiality obligations under this section shall survive termination of these Terms for a period of three (3) years.

15. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to: acts of God, natural disasters, pandemics, epidemics, government actions or orders, war, terrorism, civil unrest, labor disputes, power failures, internet or telecommunications failures, cyberattacks, failures of third-party service providers (including but not limited to cloud hosting providers, AI processing services, and SMS delivery platforms), or any other event that could not have been reasonably foreseen or prevented.

The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable.

16. Modifications to Terms

The Provider reserves the right to modify, amend, or update these Terms at any time at its sole discretion.

In the event of material changes to these Terms, the Provider will notify Customer via email to the address on file at least 30 days before the changes take effect. The notification will describe the nature of the changes and the effective date.

Continued use of the Service after the effective date of any changes constitutes Customer's acceptance of and agreement to the modified Terms. If Customer does not agree to the modified Terms, Customer may cancel the Service at any time before the effective date of the changes in accordance with the cancellation provisions set forth in Section 5.

17. Severability & Entire Agreement

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

Entire Agreement

These Terms, together with the Privacy Policy and any applicable service agreement or order form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, warranties, and understandings, whether written or oral.

Waiver

The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by the waiving party.

18. Contact Information

If you have any questions, concerns, or inquiries about these Terms of Service, please contact us using the information below: