Terms of Service

1. Who these terms apply to

• Visitors of zerc.ai.
• Business customers of Polaris or Workbench and the users they authorize.
• People who interact with a business through Polaris, over WhatsApp, SMS, voice, web chat or email. Your relationship with that business is governed by its own terms. These terms cover your use of the channel Zerc operates.

2. The services

Polaris is a customer-facing AI concierge that answers and routes conversations for a business. Workbench is an internal AI workspace over a company's knowledge, with permissions, source citations and audit trails. We may add, change or retire features with reasonable notice. Features marked as beta or preview are provided as is and may change without notice.

3. Accounts

You must provide accurate information, keep your credentials confidential and tell us promptly about any unauthorized use. A business customer is responsible for the actions of the users it authorizes and for configuring roles, permissions and approvals in its workspace.

4. Customer responsibilities

A business customer using Polaris or Workbench agrees to:

• Use the services only for lawful purposes and in compliance with data protection, consumer and telecommunications laws.
• Obtain and record valid opt-in before sending messages to any person, honor opt-out requests immediately, and inform people when calls are recorded.
• Comply with the policies of the channels it uses, including the WhatsApp Business Messaging Policy and Commerce Policy, Meta's platform terms, Twilio's Acceptable Use Policy and carrier rules.
• Connect only data it has the right to use, and configure permissions so that Workbench reflects who may see what.
• Be the controller of its customers' data and answer their privacy requests, with Zerc's assistance as processor.

5. Acceptable use

You may not use the services to:

• Send unsolicited, deceptive, fraudulent or abusive messages, or messages that impersonate another person or organization.
• Process content that is illegal, infringes third-party rights, or falls into categories restricted by the channel providers.
• Interfere with or probe the security of the services without written permission.
• Reverse engineer the platform, or use it to build or train a competing product.
• Target minors, or collect data from them.
• Circumvent usage limits, rate limits or channel restrictions.
• Violate export control or sanctions laws, or use the services from a country under embargo.

6. AI outputs

Answers, summaries, documents and actions produced by Polaris and Workbench are generated by AI models. They can be incomplete or wrong, even when they cite sources. The customer is responsible for reviewing outputs before relying on them, for keeping people in the loop on consequential decisions, and for not presenting outputs as professional legal, medical or financial advice.

7. Customer data and privacy

The customer owns its content and its customers' conversations. Zerc processes them only to deliver the services, as described in the Privacy Policy and in the data processing agreement that is part of the order form. We do not use customer content to train models that serve other customers. On termination, the customer can export its data for 30 days, after which we delete it as described in the Privacy Policy.

Zerc may collect and use usage data, meaning metrics about how the services are used, to operate, secure and improve them, provided it is aggregated or de-identified so that it cannot identify the customer or any person and contains no customer content.

8. Intellectual property

Zerc owns the platform, its software, models, designs and documentation. The customer owns the content it brings and, to the extent permitted by law, the outputs generated for it. If you send us feedback, we may use it without obligation to you.

9. Confidentiality

Each party keeps the other's confidential information in confidence, uses it only to perform under these terms and protects it with at least reasonable care. This does not cover information that is public, already known to the receiving party, independently developed or lawfully received from a third party. A party may disclose confidential information when the law requires, giving prior notice where allowed. The obligation lasts for 3 years after termination, and for as long as the law protects it in the case of trade secrets and personal data.

10. Fees

Fees, billing cycle and payment terms are set in the order form. Fees exclude taxes. Late payment accrues interest as permitted by law and, after 15 days' notice, may lead to suspension of the services.

Unless the order form says otherwise, subscriptions renew automatically for the same term unless either party gives notice at least 30 days before the end of the current term. Fees paid are non-refundable, except where these terms or the law provide otherwise.

11. Publicity

Zerc may use the customer's name and logo to identify it as a customer on zerc.ai and in sales materials, following the customer's brand guidelines. The customer can opt out at any time in the order form or by writing to us.

12. Term, suspension and termination

The order form sets the term. Either party may terminate for material breach not cured within 30 days of notice. We may suspend a workspace, a number or a channel immediately if its use violates these terms or a channel provider's policy, or if a channel provider restricts it. We reinstate service once the cause is resolved.

13. Third-party platforms

The services depend on third-party platforms, including Meta's WhatsApp Business Platform, Twilio, cloud providers and AI model providers. Their availability, pricing and policies are outside our control. We are not responsible for outages, message delivery failures or policy changes on those platforms, and we pass through their pricing changes with notice.

14. Warranties and disclaimers

We provide the services with reasonable skill and care. Except as stated in an order form, the services are provided as is, without warranties of merchantability, fitness for a particular purpose or uninterrupted operation. Nothing in these terms limits rights that consumer law grants and that cannot be waived.

15. Limitation of liability

To the extent permitted by law, neither party is liable for indirect, incidental or consequential damages, including lost profits or lost data. Each party's total liability under these terms is limited to the fees paid by the customer in the 12 months before the event that gave rise to the claim. This limit does not apply to fraud, willful misconduct, or breaches of confidentiality or data protection obligations.

16. Indemnity

The customer indemnifies Zerc against third-party claims arising from its content, from messages it sends without valid consent, or from its breach of channel policies. Zerc indemnifies the customer against third-party claims that the platform, as provided by Zerc, infringes intellectual property rights.

17. Governing law

These terms are governed by the laws of Brazil. Disputes are submitted to the courts of São Paulo, SP, Brazil, without prejudice to the rights of consumers to bring claims in their own jurisdiction.

18. Changes to these terms

We may update these terms. The date at the top shows the current version. For material changes we notify business customers by email at least 30 days before they take effect. Continued use after that date means acceptance.

19. Contact

Zerc AI, CNPJ 54.089.074/0001-75, Rua Girassol 571, apt 72, Vila Madalena, São Paulo, SP, 05433-001, Brazil. Questions about these terms: hello@zerc.ai.