ZopDev Master Terms (Core Terms)
Effective Date: 30 September 2025
Entity: ZopDev Technology Private Limited ("Company", "ZopDev", "we", "us", or "our")
These Master Terms (the "Core Terms") govern access to and use of ZopDev’s hosted software services, applications, modules, APIs, websites, and related support (collectively, the "Services"). They are designed to remain stable across product renames and new product launches. Service‑specific details (for example, features, limits, or unique rules for a particular product or module) are set out in the Service‑Specific Terms referenced below and incorporated by reference.
By creating an account, executing an order form, clicking an acceptance box, or using any Service, the person or entity using the Service ("Customer", "you") agrees to these Core Terms.
If you have executed a separate written agreement with ZopDev covering your access to the Services (an "MSA"), and there is a conflict, that written agreement controls for the specific conflict. Otherwise, these Core Terms apply.
1. Structure; Evolving Product Family
1.1 Service‑Specific Terms. For each product/module we may publish service‑specific terms at https://zop.dev/legal/website-terms-of-service (the "Service‑Specific Terms"). Those terms add product‑level rules (e.g., limits, special features, or beta flags). We may add new Service‑Specific Terms over time as we launch new products without amending these Core Terms.
1.2 Product Names & Rebrands. Any references to named products (e.g., ZopNight, working name ZopDay, or successors) are for identification only. Renames, rebrands, or replacement of a product do not constitute an amendment to these Core Terms.
1.3 Order Documents. Commercial details (plan, volume, term, fees) are in an order form, quote, or marketplace order (each, an "Order"). Orders are incorporated here by reference.
2. Accounts; Eligibility; Administrators
2.1 Accounts. Customers must provide accurate registration details and keep them current. The customer is responsible for actions taken using its accounts and credentials.
2.2 Authorized Users. "Users" are employees, contractors, or other persons whom Customer authorizes to access the Services under Customer’s account. Customers will ensure Users comply with these Core Terms and the AUP.
2.3 Administrators. Customers may designate one or more administrators who can manage the account, including provisioning, suspending Users, setting permissions, and accessing Customer Data.
2.4 Eligibility. The Services are intended for professional and organizational use, but individuals may also use the Services. You must be at least 18 years old (or the age of majority in your jurisdiction) to create an account. If you are under the age of majority, you may only use the Services with the consent and under the supervision of a parent or legal guardian who agrees to be bound by these Core Terms. If you access the Services through an educational institution or other organization, its administrators may control your account and related data.
3. Definitions; Data; Roles
3.1 Customer Data. Data, content, configurations, scripts, infrastructure identifiers (e.g., account IDs, resource ARNs), and other information submitted to or collected from Customer’s environments by or on behalf of Customer in connection with the Services.
3.2 Service Data. Telemetry, logs, metadata, analytics, usage statistics, and diagnostics relating to the operation and use of the Services (including but not limited to API calls, feature usage, performance metrics). Service Data may be derived from Customer’s use of the Services but excludes Customer Data.
3.3 Aggregated/De‑Identified Data. Data resulting from processing Customer Data and/or Service Data to remove personal data and identifiers such that the data cannot reasonably be used to identify an individual or Customer.
3.4 Personal Data; Roles. To the extent Customer Data contains personal data, the parties agree that Customer is the controller (or equivalent) and ZopDev is the processor (or equivalent) processing such data solely to provide the Services and as further described in the Data Processing Addendum (DPA) at zop.dev/legal/dpa, incorporated here by reference.
4. Licenses; Customer Responsibilities
4.1 License to Use the Services. Subject to these Core Terms and an active Order, ZopDev grants Customer a non‑exclusive, non‑transferable, limited right for its Users to access and use the Services during the Subscription Term for Customer’s internal business purposes.
4.2 Customer Responsibilities. Customer is responsible for: (a) the configurations, policies, and actions it performs via the Services; (b) obtaining and maintaining all required rights/permissions in Customer’s cloud accounts and third‑party services; and (c) the accuracy of information provided to the Services.
4.3 Third‑Party Services & Cloud Providers. The Services may interact with third‑party platforms (e.g., AWS, Azure, GCP, OCI, Git providers). Those services are not the Services, and ZopDev is not responsible for third‑party terms, availability, security, pricing, changes, or data handling. Customer authorizes ZopDev to access such services and APIs on Customer’s behalf as necessary to provide the Services.
4.4 APIs; Rate Limits. If ZopDev provides APIs, Customer may use them as documented. ZopDev may apply or modify reasonable rate limits and require API keys. Customer will keep keys confidential and not publish benchmarks of non‑public features.
5. Acceptable Use Policy (AUP)
Customer will not, and will not permit anyone to: (a) violate laws or third‑party rights; (b) probe or scan the Services other than via documented features; (c) copy, modify, create derivative works of, reverse engineer, decompile, or attempt to extract source code of the Services except to the extent permitted by law; (d) interfere with or disrupt the Services; (e) upload malware or harmful code; (f) access the Services to build a competing product or to conduct unauthorized benchmarking or security testing; (g) use the Services for high‑risk activities (including life‑support, critical infrastructure, or nuclear operations) where failure could lead to death, personal injury, or catastrophic damage; or (h) send sensitive data categories to the Services contrary to the DPA or posted restrictions.
6. Security; Privacy; Compliance
6.1 Security. ZopDev will maintain administrative, physical, and technical safeguards designed to protect Customer Data, as described at [your‑domain]/security (the "Security Practices"). ZopDev will not materially reduce the overall security of the Services during a Subscription Term.
6.2 Compliance Statements. Any compliance attestations (e.g., SOC 2, ISO 27001) will be stated, if applicable, at zop.dev/security/compliance. ZopDev does not claim certifications it does not hold.
6.3 Incident Response. If ZopDev becomes aware of a Security Incident involving Customer Data, ZopDev will notify Customer without undue delay and provide information reasonably available, consistent with law and security needs.
6.4 Data Location; Transfers. ZopDev may process Customer Data in locations where it or its subprocessors operate, subject to the DPA (including Standard Contractual Clauses where applicable).
6.5 Subprocessors. A current list of subprocessors is at [your‑domain]/legal/subprocessors. ZopDev will impose data‑protection obligations on subprocessors materially no less protective than these Core Terms and the DPA.
6.6 Privacy Policy. ZopDev’s Privacy Policy at zop.dev/legal/privacy describes how we handle personal data in our role as a controller (e.g., marketing site visitors). For processing of Customer Data, the DPA governs.
7. Service Availability; Support; Maintenance
7.1 SLA. Any uptime or support commitments are stated in the Service‑Specific Terms or an Order/SLA. Beta, preview, or evaluation features are excluded from SLAs unless expressly stated.
7.2 Support. ZopDev will provide support as specified in the applicable plan or Order. Support channels and response targets are described at zop.dev/legal/support.
7.3 Maintenance & Changes. We may perform maintenance and make changes to the Services (including features, interfaces, or dependencies). For breaking changes with material impact, we will provide reasonable advance notice where practicable.
7.4 Suspension. We may suspend access immediately if (a) there is a security risk to the Services or others, (b) Customer is in material breach of the AUP, or (c) fees are past due after notice. We will limit suspension to what is reasonably necessary and will restore access when the issue is resolved.
8. Fees; Taxes; Invoicing
8.1 Fees. Fees are as stated in the Order and may be subscription‑, usage‑, resource‑, or savings‑based. Unless an Order states otherwise, fees are non‑cancelable and non‑refundable.
8.2 Invoicing & Payment. Invoices are due in the currency and payment terms in the Order. Late amounts may accrue interest at 1.5% per month (or the maximum allowed by law) plus reasonable collection costs.
8.3 Taxes. Fees are exclusive of taxes. Customers are responsible for GST, VAT, sales, use, withholding, and similar taxes (excluding taxes on ZopDev’s income). If withholding applies, the customer will pay additional amounts so ZopDev receives the full fees.
8.4 Price Changes. For month‑to‑month or auto‑renewing terms, we may update pricing effective on renewal with at least 30 days’ notice.
9. Intellectual Property; Feedback; Usage Data
9.1 Ownership. ZopDev and its licensors own the Services and all related IP. No rights are granted except as expressly set forth.
9.2 Customer Data. As between the parties, Customer owns Customer Data. Customer grants ZopDev a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and display Customer Data solely to provide and support the Services and as otherwise permitted by these Core Terms.
9.3 Service Data; Improvements. ZopDev may collect and use Service Data to operate, maintain, and improve the Services, develop new features, and for security and analytics. ZopDev may use Aggregated/De‑Identified Data for benchmarking, research, and marketing (e.g., average time to deploy), provided it does not identify Customer or individuals.
9.4 Feedback. If Customer provides suggestions or improvements, ZopDev may use them without restriction or obligation.
9.5 Open Source. The Services may contain or interact with open‑source components subject to their respective licenses. Notices are available upon request or posted in documentation.
10. AI/Automation‑Specific Terms (if applicable)
10.1 Model‑Generated Outputs. The Services may generate recommendations or configurations ("Outputs"). Outputs are generated from inputs and models and may be inaccurate or incomplete. The customer is responsible for reviewing and validating Outputs before use in production.
10.2 Training. ZopDev does not use Customer Data to train foundation models for unrelated products. ZopDev may use Aggregated/De‑Identified Data to improve the Services.
10.3 Sensitive Data. Customers will not submit special categories of personal data or other restricted data unless expressly permitted by the DPA and applicable Service‑Specific Terms.
11. Confidentiality
11.1 Confidential Information. Non‑public information disclosed by a party that is marked confidential or should reasonably be considered confidential.
11.2 Obligations. The receiving party will protect the other party’s confidential Information with at least reasonable care and use it only to perform under these Core Terms.
11.3 Exclusions. Information that is public, already known, independently developed, or rightfully received from a third party without duty of confidentiality is not confidential Information.
11.4 Compelled Disclosure. A party may disclose confidential Information if required by law, after providing notice and cooperating to seek protective measures where lawful.
12. Warranties; Disclaimers
12.1 Mutual Authority. Each party represents it has the legal power to enter these Core Terms.
12.2 Service Warranty. ZopDev warrants it will provide the Services in a professional and workmanlike manner consistent with applicable documentation.
12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, OR THAT THE SERVICES WILL BE ERROR‑FREE, UNINTERRUPTED, OR PRODUCE PARTICULAR SAVINGS OR RESULTS.
13. Indemnities
13.1 ZopDev IP Indemnity (Tight/Conservative). No patent indemnity. To the maximum extent permitted by law, ZopDev does not provide indemnity for alleged or actual patent infringement. Subject to the exclusions below and Section 14 (Limitation of Liability), ZopDev will reimburse (rather than defend) Customer for reasonable defense costs actually incurred and damages finally awarded (or amounts agreed in settlement with ZopDev’s prior written consent) to the extent arising from a third‑party claim that Customer’s authorized use of the unmodified Services, as provided by ZopDev, directly misappropriates a trade secret or directly infringes a third party’s copyright under applicable law. This obligation does not apply to claims arising from: (a) Customer Data, configurations, or instructions; (b) combination, operation, or use with non‑ZopDev products, services, code, datasets, or data; (c) use of beta/preview features or versions other than the current release; (d) compliance with specifications or designs provided by Customer; (e) third‑party platforms or cloud providers; (f) open‑source components used under their licenses; or (g) features implemented at Customer’s specific request that ZopDev advised could give rise to the claim. If such a claim arises or is likely, ZopDev may, at its option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services so they are non‑infringing and materially equivalent; or (iii) terminate the affected Service and refund prepaid fees for the unused remainder of the Subscription Term. This Section 13.1 states Customer’s sole and exclusive remedy, and ZopDev’s entire liability, for the third‑party IP claims described here.
13.2 Customer Indemnity. Customer will defend ZopDev against third‑party claims arising from (a) Customer Data; (b) Customer’s or Users’ use of the Services in violation of law or these Core Terms (including the AUP); or (c) Customer’s combinations, configurations, or use of the Services with third‑party products in a manner that gives rise to the claim; and will pay damages and costs finally awarded (or amounts agreed in settlement).
13.3 Procedure; Limitations. The indemnified party will: (i) provide prompt written notice; (ii) give reasonable cooperation; and (iii) grant sole control of the defense and settlement to the indemnifying party (who will not settle any claim that imposes liability or admission on the indemnified party without its prior written consent, not to be unreasonably withheld). Liability for indemnified amounts is subject to Section 14 (Limitation of Liability).
14. Limitation of Liability
14.1 Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.
14.2 Excluded Claims. The cap does not apply to: (a) each party’s indemnity obligations; (b) Customer’s payment obligations; (c) breach of confidentiality obligations; or (d) a party’s willful misconduct or fraud.
14.3 No Indirect Damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.
14.4 Allocation. These limitations allocate risk between the parties and apply to the maximum extent permitted by law.
15. Term; Termination; Data Return
15.1 Term. These Core Terms start on the earliest of account creation or effective date of the first Order and continue until all Orders end.
15.2 Termination for Cause. Either party may terminate an affected Order or the Core Terms for material breach not cured within 30 days after written notice.
15.3 Convenience. If an Order allows, either party may terminate at the end of the then‑current term with advance written notice as specified in the Order.
15.4 Effect. Upon termination/expiry, Customer’s access to the Services ends. Upon request made within 30 days, ZopDev will make Customer Data then in its possession available for export in a reasonable format; after this period, ZopDev may delete Customer Data from active systems, subject to legal holds and backups per the Security Practices.
15.5 Survival. Sections requiring survival (including fees, confidentiality, IP, indemnities, limitations, governing law, and dispute resolution) survive termination.
16. Government; Export; Anti‑Corruption
16.1 Export. Customers will comply with export and sanctions laws applicable to its use of the Services and will not permit access from embargoed countries or prohibited parties lists.
16.2 Anti‑Corruption. Each party will comply with anti‑bribery and anti‑corruption laws (including India’s PCA and the U.S. FCPA where applicable).
17. Publicity; Marks
Unless an Order states otherwise, ZopDev may identify a Customer by name and logo as a customer on websites and marketing materials. Customers may revoke this right by notice, after which ZopDev will make reasonable efforts to remove references from new materials.
18. Notices; Modifications; Precedence
18.1 Notices. Legal notices must be in writing and sent to the contacts in the Order or to legal@zopdev.com and to Customer’s admin email. Notices are deemed given when received (or when emailed, on the business day sent, if sent during business hours at the recipient’s location).
18.2 Modifications to Core Terms. We may update these Core Terms. Material changes will take effect on the next renewal or 30 days after notice for month‑to‑month plans. Continued use after the effective date constitutes acceptance.
18.3 Order of Precedence. If there is a conflict: Order > Service‑Specific Terms > Core Terms > Documentation.
19. Governing Law; Dispute Resolution (India)
19.1 Governing Law. These Core Terms are governed by the laws of India.
19.2 Dispute Resolution; Arbitration. Any dispute will be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration is Bengaluru, Karnataka, India. The tribunal will consist of one arbitrator appointed in accordance with the Act. The proceedings and award will be in English. Courts in Bengaluru, Karnataka have exclusive jurisdiction for interim relief and enforcement.
19.3 Injunctive Relief. Either party may seek urgent injunctive or equitable relief in any competent court to protect confidential Information or IP.
20. General
20.1 Force Majeure. Neither party is liable for failure or delay caused by events beyond reasonable control.
20.2 Assignment. Customers may not assign these Core Terms without ZopDev’s consent (not to be unreasonably withheld). ZopDev may assign in connection with a merger, acquisition, or sale of assets with notice to Customer.
20.3 Independent Contractors. The parties are independent contractors; no agency, partnership, or joint venture is created.
20.4 Severability; Waiver. If a provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.
20.5 Entire Agreement. These Core Terms, the Service‑Specific Terms, the DPA, Orders, and any policies referenced by URL form the entire agreement.
Marketplace & Reseller Addendum (if applicable)
If a customer purchases via a cloud marketplace or reseller, billing and taxes may be handled by that provider and their commercial terms may apply to billing. These Core Terms continue to govern access to and use of the Services.
High‑Risk Use Disclaimer
The Services are not designed for use in hazardous or high‑risk environments requiring fail‑safe performance.
Contact:
ZopDev Technology Private Limited. 2078, 24th Main Rd, Vanganahalli, 1st Sector, HSR Layout, Bengaluru, Karnataka 560102.