Terms of Use

1. Acceptance of these Terms

Welcome to Zivo (“Zivo”, the “App”, the “Zivo App”, the “Website”, or the “Service”) — owned, developed and operated by Edra Labs LLP (“Edra Labs”, “we”, “us”, “our” or the “Company”), a limited liability partnership incorporated under the Limited Liability Partnership Act, 2008 (India), with its corporate office in the State of Maharashtra (India), in the city of Mumbai at 402/403, Raaj Chambers, Old Nagardas Road, Andheri East, Mumbai (400069), Maharashtra, India.

These Terms of Use (the “Terms”), together with our Privacy Policy, create a legal contract (the “Agreement”) between you (“you” or “your”), on the one hand, and Edra Labs LLP, on the other, and govern your access to and use of Zivo — including our mobile applications, our website at https://www.myzivo.ai/, and all related features and content (collectively, the “Service”).

For readability, these Terms refer to the Service and to us by the brand name “Zivo” throughout. Where these Terms say that Zivo does, may do, or will not do something — for example, that “Zivo may suspend your account” or that “Zivo will not be liable” — this means Edra Labs LLP, acting as the owner and operator of Zivo. All rights, obligations and liabilities under these Terms are those of Edra Labs LLP.

Please read these Terms carefully before you start using the Service.

By accessing or using the Service or creating an account, you confirm that you have read, understood, and agree to be bound by these Terms and by our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the Service.

In these Terms, “you” and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

NOTE: THESE TERMS CONTAIN AN ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. By agreeing to these Terms, you agree to resolve all disputes with us through final and binding individual arbitration seated in Mumbai, India, under the Arbitration and Conciliation Act, 1996. That means you also waive any right to have those disputes decided by a judge or jury, and you waive your right to participate in class actions, class arbitrations, or representative actions. You have the right to opt out of arbitration as explained below in the section entitled “Dispute Resolution By Binding Arbitration.”

2. Our Services

Zivo offers an AI conversational chatbot service through a text and voice interface. It uses artificial intelligence (including third-party large language models) to generate conversational responses.

Zivo is provided for personal, non-commercial, entertainment and general informational purposes only.

To make this unambiguous:

• Zivo is not a substitute for professional advice of any kind. It does not provide medical, mental-health, psychological, psychiatric, legal, financial, tax, career, HR, or other professional advice, and is not a healthcare provider, licensed counselor, therapist, coach, lawyer, or financial adviser.
• Zivo is not an emergency service and must not be relied upon in any crisis or emergency. In case of any emergency or if you are considering or committing suicide or feel that you are a danger to yourself or others, you must discontinue use of the Service immediately. If you’re in crisis or any emergency, contact your local emergency number or a crisis helpline right away.
• Zivo is an AI system, not a human being. It has no consciousness or professional qualifications, or duty of care toward you. It is designed to chat, listen and be friendly to its users.
• We reserve the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Zivo will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

You acknowledge that the Service is intended to be engaging and companionable, and that any sense of relationship or rapport is generated by software.

3. AI-generated content

You understand and agree that:

• Responses are generated by AI and may be inaccurate, incomplete, outdated, offensive, or otherwise inappropriate. AI systems can “hallucinate” — that is, produce content that sounds confident but is false.
• Responses do not represent the views, opinions, or recommendations of Zivo and should not be attributed to us.
• You agree to be solely responsible for evaluating, verifying, and deciding whether to act on anything the Service produces. You must use your own discretion, independent judgment, and where appropriate — qualified professional advice before relying on or acting on any output.
• Any reliance you place on the Service or its outputs is strictly at your own risk.

Zivo does not warrant or guarantee the accuracy, reliability, suitability, or completeness of any output.

4. Crisis, safety, and wellbeing

Zivo is not designed or able to handle emergencies, crises, or situations involving risk to life or safety. If you are experiencing a medical emergency, a mental-health crisis, thoughts of self-harm or suicide, or any situation requiring urgent help, stop using the Service and immediately contact your local emergency services, a qualified professional, or a crisis helpline.

5. Eligibility and age requirements

You must be at least 18 years old to use the Service. The Service is intended for adults and is not directed to children. By using the Service you represent that you meet the minimum age requirement and have the legal capacity to enter into these Terms under the Indian Contract Act, 1872 and the laws applicable to you.

We reserve the right to verify your age and to suspend or terminate accounts we reasonably believe belong to ineligible users. If you are under 18 years old, you are not authorized to use the Service, with or without registering. We are not responsible if someone lies about their age.

6. Your account

You are responsible for the information you provide when registering and for maintaining the confidentiality of your login credentials. You are responsible for all activity that occurs under your account. Notify us immediately at support@myzivo.ai if you suspect unauthorized use. We are not liable for any loss arising from unauthorized use of your account.

By using our Service, you opt in to receive occasional special offers, marketing, survey, and Service-based communication emails. You can easily unsubscribe by sending an opt-out request to our support email mentioned below.

7. General practices regarding use and storage

You acknowledge that we may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on our servers on your behalf. You agree that we have no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that we reserve the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that we reserve the right to change these general practices and limits at any time, in our sole discretion, with or without notice.

8. Mobile Services

Some of our Services are available via a mobile device, including (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Service and the website from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.

In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us.

In the event you change or deactivate your mobile telephone number, you agree to promptly update your account information to ensure that your messages are not sent to the person that acquires your old number.

9. Acceptable use

You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service.

The following are examples of the kind of content and/or use that is illegal or prohibited on Zivo. We reserve the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.

You agree not to, and not to permit anyone to use the Service to:

1. Email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person, including by instructing, training, or configuring the AI to generate content depicting, describing, or simulating any identifiable real person without their consent; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, or hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of Zivo, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Zivo or its users to any harm or liability of any type;
2. For any unlawful, harmful, fraudulent, infringing, or abusive purpose;
3. To generate, solicit, or distribute content that is illegal, harassing, defamatory, hateful, sexually exploitative (especially involving minors), violent, or that promotes self-harm or harm to others;
4. Attempt to obtain professional, medical, legal, or financial advice from the Service and rely on it as such;
5. Impersonate any person or misrepresent your affiliation;
6. Submit another person’s personal data or confidential information without proper authority and notice; or create, instruct, or configure any AI companion or chatbot persona to represent, impersonate, or simulate a specific real person — whether living or deceased — by using their name, likeness, biographical details, or other identifying information, without that person’s explicit written consent. This includes but is not limited to configuring a companion to roleplay as a current or former romantic partner, family member, colleague, public figure, or any other identifiable individual;
7. Reverse-engineer, decompile, scrape, or attempt to extract the underlying models, prompts, or source code, except to the extent this restriction is prohibited by applicable law;
8. Probe, circumvent, or interfere with security, rate limits, content filters, or safety features;
9. Use the Service to build a competing product or to train other AI models;
10. Introduce malware or use bots/automated means not expressly authorized;
11. Violate these Terms, or violate any applicable local, state, national or international law, or any regulations having the force of law, including the Information Technology Act, 2000 and the rules made thereunder; or
12. Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

10. Responsible use

The Service is intended to be used responsibly. You agree to use Zivo in a healthy, balanced way. Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Zivo will have no liability or responsibility with respect thereto. Zivo reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

11. Additional terms for app store distribution

These Terms govern your use of the Service on every platform. Where you download, install or use the Zivo mobile application (the “Application”), the additional terms in this Section 11 also apply to the Application, according to the store from which you obtained it. To the extent of any conflict between this Section 11 and the rest of these Terms in relation to the Application, this Section 11 prevails.

11.1 Apple App Store

This Section 11.1 applies where you obtain the Application from the Apple, Inc. (“Apple”) App Store (that copy of the Application, the “Apple-Enabled Software”). By downloading or using the Apple-Enabled Software, you and Zivo agree as follows.

(a) Acknowledgement. These Terms are concluded between you and Edra Labs LLP only, and not with Apple. Zivo, and not Apple, is solely responsible for the Apple-Enabled Software and its content. These Terms do not provide for usage rules for the Apple-Enabled Software that conflict with the Apple Media Services Terms and Conditions as of the date you enter into these Terms, and you acknowledge that you have had the opportunity to review those terms.

(b) Scope of licence. The licence granted to you for the Apple-Enabled Software is a limited, non-transferable licence to use the Apple-Enabled Software on any Apple-branded product that you own or control, and as permitted by the Usage Rules set out in the Apple Media Services Terms and Conditions — except that the Apple-Enabled Software may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

(c) Maintenance and support. Zivo is solely responsible for providing any maintenance and support services in respect of the Apple-Enabled Software, as specified in these Terms or as required under applicable law. You and Zivo acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services in respect of the Apple-Enabled Software.

(d) Warranty. Zivo is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price (if any) of the Apple-Enabled Software to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Zivo’s sole responsibility.

(e) Product claims. Zivo, and not Apple, is responsible for addressing any claims by you or any third party relating to the Apple-Enabled Software or your possession and/or use of it, including (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

(f) Intellectual property rights. In the event of any third-party claim that the Apple-Enabled Software or your possession and use of the Apple-Enabled Software infringes that third party’s intellectual property rights, Zivo, and not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such infringement claim.

(g) Legal compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You further represent and warrant that you are not a person or entity with whom dealings are restricted under applicable Indian law or under sanctions lists maintained by the United Nations.

(h) Developer name and address. The developer of the Apple-Enabled Software is Edra Labs LLP, 402/403, Raaj Chambers, Old Nagardas Road, Andheri East, Mumbai 400069, Maharashtra, India. Any questions, complaints or claims regarding the Apple-Enabled Software should be directed to support@myzivo.ai.

(i) Third-party terms of agreement. You must comply with any applicable third-party terms of agreement when using the Apple-Enabled Software.

(j) Third-party beneficiary. You and Zivo acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you with respect to the Apple-Enabled Software as a third-party beneficiary.

11.2 Google Play Store

This Section 11.2 applies where you obtain the Application from the Google Play Store, operated by Google LLC (“Google”). Google does not require these Terms to contain prescribed clauses, and the following is stated for clarity rather than because Google mandates it:

• These Terms are between you and Edra Labs LLP only. Google is not a party to these Terms, is not responsible for the Application or its content, and has no liability to you under these Terms.
• Zivo, and not Google, is solely responsible for the Application, its content, and any maintenance and support for it, and for addressing any claims by you or any third party relating to the Application.
• Your download and use of the Application from Google Play is additionally subject to the Google Play Terms of Service and any other terms Google applies. To the extent these Terms conflict with the Google Play Developer Distribution Agreement in respect of your acquisition of the Application through Google Play, that agreement prevails as between Zivo and Google.
• Any payments, subscriptions and refunds for purchases made through Google Play are handled by Google in accordance with the Google Play refund policy and applicable law. Where a refund is not available from Google, you may contact us at support@myzivo.ai.

12. Intellectual property rights

Service content, software, and trademarks

You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Zivo, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service, you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Zivo from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Zivo, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Zivo.

The Zivo name and logos are trademarks and service marks of Edra Labs LLP (collectively the “Zivo Trademarks”). Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Zivo. Nothing in these Terms or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Zivo Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of the Zivo Trademarks will inure to our exclusive benefit.

Third party material

Under no circumstances will Zivo be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Zivo does not pre-screen content, but that Zivo and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Zivo and its designees will have the right to remove any content that violates these Terms or is deemed by Zivo, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

Your content

With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. By uploading any User Content you hereby grant and will grant Zivo and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service or the promotion, advertising or marketing thereof in any form, medium or technology now known or later developed.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Zivo are non-confidential and Zivo will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

You acknowledge and agree that Zivo may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Zivo, our users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. We may display your User Content to the extent necessary to operate, provide, secure, and improve the Service and as described in our Privacy Policy.

Copyright complaints

Zivo respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify us of your infringement claim in accordance with the procedure set forth below.

We will process and investigate notices of alleged infringement and will take appropriate actions under the Copyright Act, 1957 (India), the Information Technology Act, 2000 and the rules made thereunder, and — for users and works in the United States — the Digital Millennium Copyright Act (“DMCA”), and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to the support address below (subject line: “DMCA Takedown Request”).

To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

13. Outputs

Subject to these Terms and applicable law, as between you and us, you may use the responses generated for you (“Outputs”) for your personal purposes. Because of the nature of AI, Outputs may not be unique and similar Outputs may be generated for other users. We make no representation that Outputs are original or non-infringing, and you are responsible for how you use them.

14. Licence to use the Service

The Service, including all software, models, prompts, designs, text, graphics, logos, and the Zivo name and branding, is owned by Edra Labs LLP or its licensors and is protected by intellectual property laws. We grant you a limited, revocable, non-exclusive, non-transferable license to use the Service for its intended purpose, subject to these Terms. All rights not expressly granted are reserved.

15. Third-party services

The Service relies on third-party providers (including AI model providers, hosting, analytics, and payment processors) and may link to third-party content. We are not responsible for third-party services or content, and your use of them may be subject to their own terms.

You may enable, connect or log in to the Service via various online third party services, such as social media and social networking services like LinkedIn, Facebook, Instagram or X (“Social Networking Services”). By logging in or directly integrating these Social Networking Services into the Service, we make your online experiences richer and more personalized. To take advantage of this feature and capabilities, we may ask you to authenticate, register for or log into Social Networking Services on the websites of their respective providers. As part of such integration, the Social Networking Services will provide us with access to certain information that you have provided to such Social Networking Services, and we will use, store and disclose such information in accordance with our Privacy Policy. However, please remember that the manner in which Social Networking Services use, store and disclose your information is governed solely by the policies of such third parties, and Zivo shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service.

In addition, Zivo is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Zivo is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Zivo enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

16. Preview features

Parts of the Service may be offered as alpha, beta, or preview features. These are provided “as is”, may change or be withdrawn at any time, and may be less reliable than generally available features.

17. Warranty, indemnity and liability

Indemnity and release

You agree to release, indemnify and hold Edra Labs LLP and its affiliates and their partners, officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms or your violation of any rights of another.

To the maximum extent permitted by applicable law, you waive the benefit of any statute or legal doctrine in your jurisdiction that limits the effect of a general release to claims that the releasing party knows or suspects to exist in its favour at the time of executing the release.

In particular, we are not liable for any decision you make or action you take in reliance on any Output, or for any emotional, psychological, health, financial, or other harm arising from your use of the Service.

Disclaimer of warranties

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZIVO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

ZIVO MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.

Limitation of liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZIVO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZIVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL ZIVO’S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ZIVO IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED UNITED STATES DOLLARS (USD 100).

For clarity, the monetary thresholds referred to in Section 20 (Dispute Resolution by Binding Arbitration) relate only to the amount claimed by you and serve solely to determine the procedure by which a dispute is heard. They do not create, expand, or imply any right to recover more than the limits set out in this section, and nothing in Section 20 modifies this limitation of liability.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU, AND NOTHING IN THESE TERMS EXCLUDES OR LIMITS LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER THE LAW APPLICABLE TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

18. Suspension and termination

You agree that Zivo, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Zivo believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. Zivo may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms may be effected without prior notice, and acknowledge and agree that Zivo may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Zivo will not be liable to you or any third party for any termination of your access to the Service.

You may stop using the Service and delete your account at any time. We may suspend or terminate your access, with or without notice, if we reasonably believe you have violated these Terms or applicable law, or to protect the Service, other users, or third parties. Sections that by their nature should survive termination will survive.

19. Changes to the Service and these Terms

We may modify the Service and these Terms from time to time. If we make material changes, we will provide notice as required by applicable law (for example, by posting the updated Terms with a new “Last updated” date or notifying you in-app or by email). Your continued use after changes take effect constitutes acceptance. If you do not agree, you must stop using the Service.

20. DISPUTE RESOLUTION BY BINDING ARBITRATION

Agreement to arbitrate

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Zivo, whether arising out of or relating to these Terms (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the Arbitration and Conciliation Act, 1996 (India), as amended from time to time, and the terms of this Arbitration Agreement.

This Arbitration Agreement does not preclude you from bringing issues to the attention of any governmental, regulatory, or consumer protection agency, and such agencies can, if the law allows, seek relief against us on your behalf.

You agree that, by entering into these Terms, you and Zivo are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Arbitration and Conciliation Act, 1996 (India) governs the interpretation and enforcement of this Arbitration Agreement. India and the United States are both parties to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”), and an award rendered under this Arbitration Agreement is intended to be recognised and enforceable accordingly.

Prohibition of class and representative actions and non-individualized relief

YOU AND ZIVO AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ZIVO AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT BE GRANTED TO OR AFFECT OTHER USERS.

Pre-arbitration dispute resolution

Zivo is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other a written Notice of Dispute (“Notice”). The Notice to Zivo should be sent by email to support@myzivo.ai and by registered post or courier to Edra Labs LLP, 402/403, Raaj Chambers, Old Nagardas Road, Andheri East, Mumbai 400069, Maharashtra, India (the “Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Zivo and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Zivo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Zivo or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Zivo is entitled.

Arbitration procedures

Arbitration will be conducted by a sole arbitrator appointed jointly by the parties. If the parties are unable to agree on the appointment of the sole arbitrator within thirty (30) calendar days of a written request to do so, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996 (India). By mutual written agreement, the parties may instead refer the arbitration to be administered by the Mumbai Centre for International Arbitration (“MCIA”) under the MCIA Rules then in force.

• Seat and venue: The seat and venue of the arbitration shall be Mumbai, Maharashtra, India.
• Language: The arbitration shall be conducted in the English language.
• Governing law: The arbitration and these Terms shall be governed by and construed in accordance with the laws of India.

The arbitrator must follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. The award of the arbitrator shall be final and binding on the parties and enforceable in accordance with applicable law, and may be set aside by a court only on the limited grounds available under law.

Recognising that many of our users are located outside India, and unless you and Zivo agree otherwise: if your claim is for USD 1,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a hearing by video conference or telephone, or by an in-person hearing at the seat. If your claim exceeds USD 1,000, the arbitrator shall determine the manner of hearing, having due regard to the parties’ ability to travel and other pertinent circumstances, and may direct that hearings be conducted by video conference. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written award sufficient to explain the essential findings and conclusions on which the award is based.

The USD 1,000 threshold referred to above is procedural only. It is measured by the amount you claim and governs how the hearing may be conducted. It does not affect, and shall not be read as modifying, the limitation of liability set out in Section 17, which continues to cap the amount recoverable from Zivo in any arbitration or proceeding.

Costs of arbitration

Payment of all fees and costs of the arbitration, including the arbitrator’s fees, shall be governed by the Arbitration and Conciliation Act, 1996 (India) and shall be determined by the arbitrator, who may apportion costs between the parties. Where required by the consumer protection law applicable to you, Zivo will bear any arbitration costs that exceed what you would have paid to file a claim in the courts of your place of residence.

Confidentiality

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties, in accordance with Section 42A of the Arbitration and Conciliation Act, 1996 (India), save where disclosure is necessary for the implementation and enforcement of the award.

Severability

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection titled “Prohibition of class and representative actions and non-individualized relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.

If a court or the arbitrator decides that any of the provisions of the subsection titled “Prohibition of class and representative actions and non-individualized relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of these Terms will continue to apply.

Your right to opt out of arbitration

You may opt out of this Arbitration Agreement by sending written notice to support@myzivo.ai within thirty (30) calendar days of the date you first accept these Terms. Your notice must include your name, the email address associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, all other parts of these Terms — including the governing law and jurisdiction provisions in Section 21 — will continue to apply. Opting out of arbitration has no other effect on your relationship with us.

Future changes to the Arbitration Agreement

Notwithstanding any provision in these Terms to the contrary, Zivo agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Zivo written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

21. Governing law and jurisdiction

These Terms will be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions.

With respect to any disputes or claims not subject to arbitration as set forth above, you and Zivo agree to submit to the exclusive jurisdiction of the competent courts at Mumbai, Maharashtra, India, and you waive any objection to such courts on grounds of venue or inconvenient forum.

If you are a consumer resident in a jurisdiction whose mandatory local law grants you the right to bring proceedings in your place of residence, or grants you consumer protections that cannot be contractually waived, nothing in these Terms limits that right or those protections.

22. General

These Terms (with the Privacy Policy and any referenced policies) are the entire agreement between you and us regarding the Service.

You also may be subject to additional terms and conditions that may apply when you use affiliate or third-party services, third-party content or third-party software.

The failure of Zivo to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred, except where a longer period is required by the law applicable to you.

You may not assign these Terms without the prior written consent of Zivo, but Zivo may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service.

23. Contact

Questions about these Terms? Contact us: