Office of the General Counsel • Est. 2023
Master Service Agreement
This document constitutes a legally binding agreement governing the deployment, licensing, and utilization of the Zen-Tech Education & Business and Intelligence Ecosystem.
This document constitutes a legally binding agreement governing the deployment, licensing, and utilization of the Zen-Tech Education & Business and Intelligence Ecosystem.
This Master Service Agreement ("Agreement") constitutes a definitive and legally binding contract between Zen-Tech Global Network, including all its global subsidiaries, partners, and affiliates (collectively referred to as "Zen-Tech", "Provider", "We", or "Us"), and the entity or individual engaging our services ("Client", "Institution", "User", or "You"). Whether you are a large-scale educational institution, a corporate enterprise, or an individual developer, your interaction with our platforms is governed by these specific terms.
By executing a formal Service Order, initiating the deployment of our cloud infrastructure, or simply accessing any module within the Zen-Tech Ecosystemincluding but not limited to Campus ERPs, Faculty OS, Parent Apps, and 5onam AIthe Client explicitly acknowledges that they have read, understood, and voluntarily agreed to be bound by every provision set forth in this document. If you do not agree with any part of these terms, you must immediately cease all use of Zen-Tech services and notify our administration.
Zen-Tech operates in a fast-evolving technological landscape. As such, we reserve the right, at our sole and absolute discretion, to modify, update, or replace any part of this Agreement. These changes are typically made to reflect new regulatory requirements, updates in data privacy laws, or significant upgrades to our system architecture. We believe in transparency and will make every reasonable effort to notify our Clients of "material" changes (changes that significantly affect your rights) at least thirty (30) days before they become active.
Notifications will be delivered through the Zen-Tech Admin HQ dashboard or via the primary email address associated with your account. It is the Client's responsibility to review these updates periodically. Your continued use of the Zen-Tech Ecosystem after the 30-day notice period constitutes an "active acceptance" of the revised terms. If a modification is unacceptable to you, your only recourse is to terminate your subscription before the new terms take effect.
Any individual who accepts this Agreement on behalf of a school, college, or corporation warrants that they have the actual legal authority to bind that entity to these terms. This means you represent that you are a Principal, Director, CEO, or an authorized IT Head with the power to enter into financial and legal obligations for your organization. Zen-Tech relies on this representation to provide access to our enterprise-grade tools.
In the event that an individual accepts these terms without the proper authorization from their employer or institution, that individual understands and agrees that they may be held personally liable for all costs, damages, and legal obligations arising from the use of the Zen-Tech services. We strongly advise that all organizational accounts be set up by a high-ranking official to ensure proper compliance.
The "Zen-Tech Ecosystem" refers to the entire suite of proprietary software, cloud-based applications, and digital services owned or managed by Zen-Tech Global Network. This includes, but is not limited to, our academic management systems (ERPs), professional operating systems for staff (Faculty OS), communication portals for parents, and advanced artificial intelligence modules such as 5onam AI. The scope of this agreement extends to any new features, tools, or applications that Zen-Tech may release in the future as part of your active subscription.
This agreement also covers any "offline" components of our services, such as technical documentation, user manuals, and customer support interactions. By using one part of the ecosystem, you acknowledge that the entire framework of Zen-Tech’s software is protected by these terms, ensuring a consistent legal standard across all your administrative and educational workflows.
To use Zen-Tech services, you must be a legally recognized entity (such as a registered school, university, or corporation) or an individual who has reached the age of majority in your jurisdiction (typically 18 years or older). We do not knowingly enter into contracts with minors. For educational institutions, the "Client" is the school itself, and while students and staff are "Users," the legal responsibility for account management and compliance rests solely with the institution.
Zen-Tech reserves the right to verify your identity or the legal standing of your business at any time. This may include requesting proof of educational accreditation or business registration. If we discover that an account has been created under false pretenses or by an ineligible party, we reserve the right to suspend or terminate all access immediately without a refund of fees paid.
We understand that large institutions often require custom arrangements. In cases where a Client has signed a specific "Service Order" or a "Custom Statement of Work" (SOW) that contains terms differing from this Master Agreement, the terms of that specific Service Order will take priority. This ensures that any unique pricing, specific feature sets, or custom timelines agreed upon in writing are honored over the general terms found here.
However, if a specific Service Order is silent on a topicsuch as intellectual property or liabilitythe terms of this Master Service Agreement will serve as the "fallback" or default rule. This hierarchical structure provides a clear legal roadmap for resolving conflicts between general platform rules and specific client-provider negotiations.
The parties agree that this Agreement is executed digitally. By clicking "I Agree," checking a box during the registration process, or by the act of logging into a Zen-Tech provided account, the Client is providing an electronic signature. This digital action carries the same legal weight, validity, and enforceability as a handwritten signature on a physical paper document under the Global and National Commerce Acts.
Both Zen-Tech and the Client waive any right to challenge the validity of this Agreement based on the fact that it was entered into electronically. We maintain detailed digital logs of when and how these terms were accepted to protect both parties and to provide a clear "audit trail" in the event of a future dispute or compliance review.
It is important to understand that Zen-Tech provides its software as a "Service" (SaaS). This Agreement grants the Client a limited, non-exclusive, and revocable license to access our platform via the internet. At no point does this Agreement constitute a sale of the software code, the underlying database structure, or any physical copy of the Zen-Tech technology. You are paying for the right to use our tools, not to own them.
This means that while the data you upload remains yours, the tools you use to manage that data remain the property of Zen-Tech. The Client is prohibited from attempting to download, "scrape," or host the Zen-Tech software on their own private servers unless a specific "On-Premise" license has been purchased and signed for in a separate legal addendum.
The relationship between Zen-Tech and the Client is strictly that of independent contractors. Nothing in this Agreement shall be interpreted as creating a partnership, a joint venture, an agency relationship, or an employer-employee relationship. Zen-Tech staff are not employees of the Client's school or business, and the Client’s staff are not employees of Zen-Tech.
Neither party has the authority to make promises, enter into contracts, or incur debt on behalf of the other party. This distinction is vital for tax purposes and for protecting both organizations from being held liable for the independent actions, debts, or legal mistakes of the other.
This document, together with any referenced Service Orders and the Privacy Policy, constitutes the "Entire Agreement" between Zen-Tech and the Client. It supersedes and replaces all previous discussions, marketing materials, emails, verbal promises, or informal "handshake" agreements made during the sales or onboarding process. If it isn't written in this document or a signed Service Order, it isn't part of the contract.
This "integration clause" ensures that both parties are operating from the same set of rules. It prevents future confusion by requiring that any changes or "extra" promises be put into a formal written amendment signed by both parties. This protects your institution from unexpected changes and protects Zen-Tech from claims based on casual conversations.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that specific provision will be limited or removed only to the minimum extent necessary. The remaining sections of the Agreement will continue to stay in full force and effect. This ensures that one "bad" or outdated clause doesn't cause the entire contract to fail.
Furthermore, certain sections of this Agreementspecifically those regarding Payment, Intellectual Property, Confidentiality, and Limitation of Liabilityare designed to "survive" the end of our relationship. This means even after you stop using Zen-Tech, you are still legally required to respect our IP and keep our business secrets confidential, just as we must continue to protect your data privacy.
If Zen-Tech fails to insist on the strict performance of any rule in this Agreement at any given time, it does not mean we have "waived" (given up) our right to enforce that rule in the future. For example, if we allow a late payment once without charging a penalty, we still retain the legal right to charge penalties for future late payments or to suspend service as outlined in the Billing section.
A waiver of any right is only valid if it is provided to you in writing and signed by an authorized Zen-Tech representative. This protects the integrity of our agreement and ensures that we can be flexible with our clients without losing our legal protections under the contract.
Zen-Tech Global Network provides services across multiple borders; however, the Client is responsible for ensuring that their specific use of our software complies with all local, state, and national laws. This includes local labor laws, educational standards, and specific regional data protection acts. Zen-Tech provides the "vehicle," but the Client is the "driver" responsible for following the rules of their own road.
If your institution is located in a region with specific "blocking" laws or export restrictions, you must notify Zen-Tech immediately. We reserve the right to limit the availability of our services in certain geographic areas to comply with international sanctions or legal requirements that may conflict with our operational capabilities.
From time to time, Zen-Tech may offer the Client access to "Beta" or "Early Access" versions of new software (such as new experimental features in 5onam AI). These features are provided "As-Is" for testing and feedback purposes only. By participating in a Beta program, the Client acknowledges that the software may contain bugs, errors, or inconsistencies that are not present in the final "Production" version.
Zen-Tech provides no warranties for Beta features and is not liable for any data loss or interruptions caused by their use. The Client's participation in these programs is entirely voluntary and is governed by the same scope of this Agreement, with the additional understanding that Beta features may be changed or removed at any time without prior notice.
The "Master" version of this Agreement is written in English. While we may provide translations into other languages for the convenience of our global clients, the English version will always be the legally controlling document. In the event of a dispute over the meaning of a specific word or phrase, the English interpretation will be used in all legal proceedings.
By accepting these terms, you acknowledge that you have the capability to understand the English version or have had it reviewed by legal counsel. This ensures that there is one single, unified standard for all Zen-Tech clients worldwide, preventing confusion that can arise from translation errors.
Zen-Tech warrants that the core infrastructure of the Software-as-a-Service (SaaS) platform will maintain a Service Level Availability of 99.9% during any given calendar month ("Uptime Guarantee"). "Downtime" is strictly defined as a complete, continuous loss of access to the primary Admin HQ and Faculty OS environments, excluding scheduled maintenance windows.
To ensure military-grade security and system integrity, Zen-Tech shall perform routine patching and system upgrades. Scheduled maintenance shall be conducted during low-traffic periods (e.g., 12:00 AM to 4:00 AM IST) with a minimum of forty-eight (48) hours' prior notice. Emergency maintenance required to patch critical zero-day vulnerabilities may be executed without prior notice and shall not be calculated toward overall Downtime.
The Uptime Guarantee explicitly excludes interruptions arising from: (a) Force Majeure events; (b) failures of Client-managed hardware or local ISP networks; (c) outages originating from third-party APIs integrated at the Client's behest (e.g., WhatsApp Business API, Zoom Webhooks, Payment Gateways); or (d) catastrophic regional failures of underlying cloud providers (e.g., AWS/GCP availability zones).
Zen-Tech categorizes technical issues into three priority levels to ensure critical school and business operations are never halted. Priority 1 (Critical) involves a total system outage or data corruption; Priority 2 (High) involves a significant loss of a core feature, such as exam modules or payroll processing; and Priority 3 (Normal) involves general inquiries or minor UI glitches.
We commit to an initial response time of under four (4) business hours for Priority 1 issues and under twenty-four (24) business hours for Priority 2 and 3 issues. These response times ensure that administrators receive an expert assessment of their problem promptly, allowing for better internal management of the situation.
In the event that Zen-Tech fails to meet the 99.9% Uptime Guarantee in any given month, the Client may be eligible for a "Service Credit." These credits are calculated as a percentage of the monthly subscription fee and are applied to the following billing cycle. This serves as our financial guarantee that we are invested in the continuous availability of your institution's digital infrastructure.
To claim a Service Credit, the Client must submit a written request via the support portal within fifteen (15) days of the outage. Credits are the sole and exclusive remedy for any failure to meet the Uptime Guarantee and cannot be exchanged for cash refunds or transferred to other accounts.
Zen-Tech maintains a rigorous data backup policy to protect against catastrophic data loss. All Client data is backed up daily to geo-redundant storage locations. Our Recovery Point Objective (RPO) is 24 hours, meaning in the worst-case scenario, no more than one day's worth of data would be lost. Our Recovery Time Objective (RTO) is 12 hours, ensuring that core services are restored quickly after a major failure.
For high-security corporate clients, Zen-Tech also performs "Point-in-Time" snapshots every hour. These backups are encrypted both at rest and in transit, ensuring that even during a disaster recovery process, your sensitive student and business records remain completely protected from external threats.
While Zen-Tech strives for instant AI responses, the 5onam AI modules rely on complex neural processing. We guarantee that the AI service will be available 98% of the time, acknowledging that third-party LLM providers or high-traffic periods may cause slight latency. This commitment ensures that AI-driven automated grading and corporate document analysis remain reliable tools for your daily workflow.
We do not guarantee the speed of AI generation for extremely large datasets (e.g., processing 10,000+ student records at once), as these tasks are processed in a queue to maintain overall system stability. However, the Client will always be provided with a progress indicator for long-running AI tasks.
Zen-Tech is committed to providing a high-performance user experience. We target an average page-load time of under three (3) seconds for the Faculty OS and Admin HQ dashboards under normal network conditions. This standard ensures that teachers and managers can navigate the platform without frustrating delays during peak hours, such as attendance marking or payroll entry.
Latency issues caused by the Client’s local internet connection, outdated web browsers, or overloaded local hardware are not covered by this performance standard. We recommend a minimum stable connection of 10 Mbps for an optimal experience across the Zen-Tech Ecosystem.
Zen-Tech follows a "Security-First" development lifecycle. When a critical security vulnerability is identified in our code or an underlying library, we commit to initiating a patch within forty-eight (48) hours. Non-critical security improvements are bundled into our regular bi-weekly update cycles to ensure the platform remains defended against the latest cyber threats.
Clients are notified of major security updates via the System Logs in the Admin HQ. For institutions handling highly sensitive government or financial data, we can provide detailed security audit logs upon request to prove that all patches have been successfully applied to their specific instance.
The Client shall have access to technical support through three primary channels: the Integrated Ticketing System within the platform, official Email Support, and a dedicated Emergency WhatsApp Line for Priority 1 issues. Our support team is trained specifically in both the technical and educational aspects of the software, ensuring they understand the unique needs of a campus environment.
Support is provided in English and local regional languages where available. While our standard support hours are Monday through Saturday, 9:00 AM to 7:00 PM IST, our automated monitoring systems work 24/7 to alert our engineering team of any server-side issues before the Client even notices them.
For the Zen-Tech Parent App and Student Portal, we guarantee that data updated in the central ERP will sync to mobile devices within five (5) minutes under normal operating conditions. This ensures that critical notifications, such as student absence alerts or emergency school closures, reach the intended recipients in near real-time.
If a sync delay occurs due to mobile OS restrictions (e.g., Apple/Android background battery saving modes), Zen-Tech will provide "Push Notification" alternatives to ensure the information is still delivered. We are not responsible for delays caused by the user's mobile carrier or lack of data connectivity on the device.
For corporate clients utilizing Zen-Tech APIs to connect with external software (like Tally or SAP), we guarantee 99.5% availability for our API endpoints. We provide a documented "Sandbox" environment for testing integrations to ensure that Client-side code does not accidentally disrupt the production environment.
Zen-Tech reserves the right to "Rate Limit" API requests if a Client's integration is found to be making excessive calls that threaten the stability of the shared network. If your institution requires higher API limits, these must be negotiated as part of a custom Enterprise Service Order.
Zen-Tech commits to providing a structured onboarding process for every new Institution. This includes one (1) primary setup session for Administrators and two (2) training sessions for Faculty/Staff members. We guarantee that these sessions will be scheduled within ten (10) business days of the initial account activation to ensure a smooth transition to our ecosystem.
Extended training, on-site workshops, or custom tutorial creation are considered "Premium Services" and may incur additional costs. However, all Clients have unlimited access to our digital "Help Center" and video tutorials, which are updated with every new software release.
As we innovate, older versions of our software or specific features may be retired. Zen-Tech agrees to provide at least ninety (90) days' notice before retiring any major feature or legacy browser support. This gives our Clients ample time to upgrade their internal hardware or train their staff on the newer, improved version of the tool.
During the EOL transition period, Zen-Tech will provide migration guides or automated tools to help move data from the old feature to the new one, ensuring that no institutional history or corporate records are lost during the upgrade process.
The effectiveness of this SLA depends on the Client’s cooperation. When reporting an issue, the Client agrees to provide detailed information, including screenshots, error logs, and steps to reproduce the problem. If our support team cannot reach the Client for further information, the "Response Time" clock will be paused until the Client responds.
Furthermore, the Client must ensure that their staff does not attempt to "self-repair" the software by using unauthorized scripts or third-party plugins. Any system failure caused by such unauthorized modifications will void the Uptime Guarantee and any associated Service Credits for that month.
The Client retains exclusive, absolute right, title, and interest in and to all data, records, intellectual property, and information uploaded, processed, or transmitted through the Services ("Client Data"). Zen-Tech operates strictly as a "Data Processor" under applicable statutes, including the Digital Personal Data Protection (DPDP) Act, 2023 of India.
Zen-Tech unequivocally covenants that it shall not sell, lease, rent, monetize, or distribute Client Data to third-party advertisers, data brokers, or unauthorized external entities. Zen-Tech shall process Client Data solely for the purpose of rendering the contracted Services and enhancing system performance.
Zen-Tech shall deploy and maintain commercially reasonable administrative, physical, and technical safeguards to secure Client Data. All Client Data, both at rest in cloud databases and in transit across networks, shall be secured utilizing Advanced Encryption Standard (AES-256) and TLS 1.3 cryptographic protocols.
Zen-Tech acknowledges the importance of jurisdictional data control. Unless otherwise requested in writing, all Client Data for Indian institutions will be stored on secure servers located within the Republic of India. This ensures that sensitive educational and corporate records remain subject to local laws and do not cross international borders without explicit authorization.
For our international clients, Zen-Tech utilizes geo-fencing technology to ensure data is pinned to the specific geographic region specified in the Service Order. This prevents "data sprawl" and helps your institution remain compliant with regional privacy frameworks like the GDPR or CCPA where applicable.
Zen-Tech maintains a strict "Zero-Learning" policy regarding sensitive Client Data and the 5onam AI ecosystem. We guarantee that your private student records, financial reports, or proprietary business documents will never be used to train, fine-tune, or improve our public AI models. Your data remains isolated within your dedicated organizational instance.
Any insights or automated patterns generated by 5onam AI for your school or business are for your exclusive use. While we may use "anonymized metadata" (such as system usage statistics) to improve our software's performance, no identifiable personal information is ever fed back into the core neural networks of the 5onam AI model.
The Zen-Tech platform is built on a "Principle of Least Privilege" architecture. The Client is provided with granular administrative tools to assign specific "Roles" to users (e.g., Teacher, Accountant, Principal, HR). These permissions ensure that an individual can only access the specific data sets required to perform their professional duties, preventing internal data leaks.
Zen-Tech provides a full "Audit Log" within the Admin HQ, allowing the Client to see exactly who accessed, modified, or deleted a specific record and at what time. This transparency is vital for maintaining accountability within large campuses or corporate offices where multiple staff members have system access.
Zen-Tech will retain Client Data only for as long as the subscription remains active. Upon the formal termination of this Agreement, the Client will have a thirty (30) day "Data Extraction Window" to download or migrate their records. After this period, Zen-Tech will initiate a secure deletion process to wipe all Client Data from our production servers.
We use industry-standard digital shredding techniques to ensure that data cannot be recovered once it has been deleted. Backup copies of the data may persist in our encrypted "Cold Storage" for an additional sixty (60) days for disaster recovery purposes before being permanently purged from our entire infrastructure.
In the unlikely event of a security incident that results in unauthorized access to Client Data, Zen-Tech commits to notifying the Client’s designated Data Protection Officer (DPO) within seventy-two (72) hours of the breach being confirmed. We believe in proactive transparency to allow our clients to take necessary protective measures for their students and staff.
Following a notification, Zen-Tech will provide a detailed "Incident Report" outlining the nature of the breach, the specific data categories affected, and the remedial actions taken to secure the system. We will cooperate fully with any legal or regulatory investigations that may arise from such an incident.
Zen-Tech recognizes that student data is uniquely sensitive. We commit to never profiling students for commercial purposes or using their academic performance data to target them with external products. Our "Campus ERP" modules are designed to protect the "Digital Identity" of the student from the moment of admission to graduation.
For institutions in India, we ensure full compliance with the DPDP Act’s provisions regarding "Children’s Data," requiring verifiable parental consent (facilitated through the Parent App) before collecting any information from minors. We act as a protective layer between the student's information and the digital world.
At Zen-Tech, we believe that you should never feel "locked in" to a platform because of your data. The Client has the right to export their primary data sets (Student Lists, Attendance Records, Fee Ledgers, etc.) at any time in common machine-readable formats like CSV, JSON, or PDF directly from the dashboard.
This "Right to Portability" ensures that your institution remains agile. Whether you are creating a custom report for a government audit or preparing to migrate to a different system, Zen-Tech provides the tools to take your information with you without charging "exit fees" for standard data exports.
Access to our production servers is restricted to a very small number of senior Zen-Tech engineers who have undergone rigorous background verification. All Zen-Tech employees and contractors are required to sign strict, lifelong Non-Disclosure Agreements (NDAs) regarding any Client Data they might encounter during technical support or system maintenance.
Furthermore, our internal systems utilize "Just-In-Time" (JIT) access, meaning our staff does not have permanent access to your data. They must request temporary, logged access only when a support ticket requires it, and all their actions during that window are recorded for security monitoring.
Zen-Tech utilizes world-class infrastructure providers (such as Amazon Web Services, Google Cloud, or Microsoft Azure) to host our ecosystem. These entities act as our "Sub-Processors." Zen-Tech maintains a list of all current sub-processors and ensures that they adhere to the same high standards of data protection that we promise to our Clients.
If we decide to change a major infrastructure provider, we will notify our Clients via the Admin Dashboard. We only partner with sub-processors who hold international security certifications such as ISO 27001 or SOC 2 Type II, ensuring your data is hosted in the most secure facilities on the planet.
Zen-Tech will not disclose Client Data to any government agency or law enforcement body unless we are legally compelled to do so by a valid subpoena, court order, or warrant issued by a court of competent jurisdiction. Our policy is to push back on overly broad or vague requests for information.
Unless legally prohibited (via a "gag order"), Zen-Tech will notify the Client before complying with such a request. This gives your institution the opportunity to seek a protective order or challenge the request in court. We view ourselves as the guardians of your data, not its owners.
While Zen-Tech secures the platform, the Client is responsible for the accuracy and legality of the data they upload. The Client warrants that they have the necessary consents (from staff, parents, or students) to process their information within the Zen-Tech Ecosystem. We are not responsible for legal issues arising from "bad data" or data uploaded without permission.
The Client is also responsible for maintaining the confidentiality of their Admin and Faculty login credentials. We strongly recommend the use of Two-Factor Authentication (2FA), which is available for all Zen-Tech accounts, to prevent unauthorized access at the user level.
Zen-Tech conducts internal privacy impact assessments (PIAs) whenever we launch a major new feature. This ensures that privacy is "baked in" to the software design, rather than being added as an afterthought. We look for potential vulnerabilities in how data flows through our ecosystem and address them before they can be exploited.
For enterprise-level clients, Zen-Tech can facilitate "Right to Audit" requests, where the Client may hire a third-party auditor (at their own expense) to review our security documentation and data handling practices. This ensures our largest partners that we are constantly meeting the high standards established in this Agreement.
The Client acknowledges that the 5onam AI model, Eagle Eye Proctoring, and associated neural networks rely on probabilistic machine learning algorithms. While engineered for high-fidelity automation, these systems are subject to occasional anomalies, false positives, or "hallucinations."
The Client agrees to institute and enforce a "Human-in-the-loop" protocol. Client administrators and faculty must independently verify all critical AI-generated outputsincluding but not limited to automated test grading, plagiarism detection flags, predictive dropout analytics, and student advisingprior to finalizing such decisions. Zen-Tech completely disclaims liability for academic or administrative damages resulting from unverified reliance on AI outputs.
The Client is strictly prohibited from utilizing the Zen-Tech Ecosystem to extract training data, neural weights, or architectural parameters. Any attempt to scrape, reverse-engineer, decompile, or otherwise manipulate the Intelligence Wing to construct a competing foundational model constitutes a material breach of this Agreement, resulting in immediate termination and aggressive legal remediation.
The Client agrees to utilize 5onam AI exclusively for lawful academic and business purposes. It is strictly forbidden to use the Intelligence Wing to generate, promote, or distribute content that is defamatory, obscene, hateful, or harmful to minors. Zen-Tech utilizes automated safety filters to prevent the generation of restricted content; however, the Client remains ultimately responsible for the prompts entered by their users.
Attempts to "jailbreak" the AI or bypass safety protocols to generate malicious code, social engineering content, or misinformation will result in an immediate suspension of AI privileges. Zen-Tech reserves the right to report serious violations to the relevant educational boards or legal authorities if the safety of the student population is deemed to be at risk.
Zen-Tech makes no claim of ownership over the specific "Outputs" (text, code, reports, or images) generated by the Client through 5onam AI. The Client retains all intellectual property rights to the final content produced, provided that the content does not contain Zen-Tech’s proprietary source code or trade secrets. This ensures that a school owns the lesson plans it generates and a business owns its AI-assisted market reports.
However, the Client grants Zen-Tech a non-exclusive, royalty-free license to use "Anonymized Performance Data" from these interactions (such as response latency and error rates) to improve the engine's efficiency. We do not own your content, but we own the "experience data" required to make the ecosystem smarter for everyone.
The Eagle Eye Proctoring system utilizes computer vision to ensure academic integrity during remote examinations. The Client warrants that they have provided students with clear notice regarding the use of AI monitoring, including the collection of video, audio, and screen activity for the duration of the test. Zen-Tech acts as a passive facilitator of this technology; the final decision to flag a student for "cheating" must be made by a human proctor.
All biometric data or facial "fingerprints" used during a session are ephemeral and are deleted immediately after the verification process is complete, unless the Client’s specific policy requires retention for evidence. Zen-Tech does not build permanent biometric databases of students or faculty members.
While Zen-Tech strives to build inclusive AI, we acknowledge that all machine learning models can inherit biases present in global datasets. We do not guarantee that 5onam AI will be 100% free of cultural, linguistic, or gender bias. We encourage educational institutions to use AI outputs as a "starting point" and to apply their own cultural and institutional context to the final result.
The Client agrees to indemnify Zen-Tech against any claims of discrimination or unfair treatment arising from the use of AI-based predictive analytics (such as student success scoring). Decisions affecting a student’s future must always be tempered with human empathy and professional judgment that an algorithm cannot provide.
In alignment with global digital rights standards, any individual (student or staff) impacted by a "solely automated" decision made by the Zen-Tech Intelligence Wing has the right to request a human review. The Client is responsible for establishing a clear "Appeals Process" within their institution for AI-driven outcomes, such as automated grading or scholarship eligibility flags.
Zen-Tech provides the tools for automation, but the Client is the "Decision Maker." We will provide the logs and data necessary for the Client to conduct a fair review, but we will not act as the arbitrator in disputes between the Client and their end-users regarding AI outcomes.
The quality of 5onam AI’s insights is directly dependent on the quality of the data provided by the Client. Zen-Tech is not liable for incorrect AI predictions, faulty financial reports, or inaccurate student advising if the underlying data in the Campus ERP is outdated, incomplete, or incorrectly formatted. This is known as the "Garbage In, Garbage Out" (GIGO) principle.
The Client is encouraged to perform regular "Data Hygiene" checks to ensure the Intelligence Wing has a clean and accurate foundation to work from. Zen-Tech provides automated cleaning tools within the Admin HQ, but the ultimate verification of record accuracy rests with the Client’s administrative staff.
To ensure system stability for all users in the Zen-Tech Global Network, AI features are subject to "Fair Use" quotas. These limits are based on the Client's subscription tier and are measured in "Tokens" or "Processing Minutes." If a Client exceeds their allocated monthly quota, AI features may be throttled or temporarily disabled until the next billing cycle or until additional credits are purchased.
Zen-Tech reserves the right to suspend accounts that utilize automated "bots" or scripts to make excessive, non-human requests to our AI engines. Our AI is designed for human-augmented workflows; any use-case that involves "spamming" the model with thousands of requests per minute is strictly prohibited without a dedicated API Enterprise License.
5onam AI is a multi-engine model that may utilize underlying technologies from third-party providers (such as OpenAI, Anthropic, or Google Cloud). By using these features, the Client acknowledges that their inputs may be processed through these high-security third-party gateways. Zen-Tech ensures that all such integrations are "Enterprise-Grade," meaning your data is not used by these third parties to train their public models.
In the event that a third-party AI provider experiences an outage, Zen-Tech will attempt to failover to an alternative internal engine. However, we cannot be held liable for temporary performance dips or feature unavailability caused by global interruptions of third-party AI infrastructure.
Zen-Tech provides 5onam AI as a tool to *assist* in learning, not to *replace* it. The Client is responsible for setting clear boundaries for students regarding what constitutes "AI-Assisted Learning" versus "AI-Generated Plagiarism." We provide tools to detect AI-generated text, but the final definition of academic honesty remains the prerogative of the institution.
Zen-Tech shall not be held responsible for any decline in academic standards or "cheating" incidents that may occur. We provide the technology to detect and prevent such issues, but the enforcement of institutional ethics is the sole responsibility of the Client’s faculty and administration.
Clients have the option to "Upvote" or "Downvote" AI responses within the Faculty OS and Student Portal. By providing this feedback, the Client grants Zen-Tech the right to use this specific feedback (which is stripped of all personal data) to retrain our safety filters and improve the accuracy of future 5onam AI versions.
This feedback loop is vital for eliminating "hallucinations" and improving the AI's understanding of academic context. Participation in this feedback loop is voluntary, but it significantly helps in tailoring the Zen-Tech Intelligence Wing to better serve the specific needs of the educational sector.
To maintain trust, the Client agrees that any public-facing content or official school reports primarily generated by 5onam AI should be clearly labeled as "AI-Assisted" or "Generated by Zen-Tech Intelligence." This transparency ensures that parents, students, and regulatory bodies are aware of when an algorithm has played a significant role in a communication.
Zen-Tech reserves the right to include a small watermark or "Powered by 5onam AI" footer on certain automated PDF reports and certificates generated by the system. This not only builds brand authority but also acts as a seal of technical verification for the document’s origin.
The field of Artificial Intelligence is moving at an unprecedented pace. Zen-Tech reserves the right to update, modify, or even "sunset" (retire) specific AI features with shorter notice than traditional software modules. This allows us to quickly replace outdated models with newer, more powerful, and safer versions of the 5onam AI engine.
If a significant change is made to how an AI module functions, Zen-Tech will provide updated documentation via the Intelligence Wing portal. The Client acknowledges that the AI experience today may differ significantly from the experience six months from now, as we continuously integrate the latest breakthroughs in machine intelligence.
Except for the limited license rights expressly granted herein, Zen-Tech retains all right, title, and interest (including all patents, copyrights, trademarks, and trade secrets) in and to the Services, underlying source code, algorithms, databases, UI/UX designs, and the 5onam AI infrastructure.
Where Zen-Tech provisions "White-Label" applications, the Client retains full IP rights to their submitted logos, institutional nomenclature, and brand assets. Zen-Tech grants the Client a non-exclusive, non-transferable, revocable license to utilize the underlying software engine. The application of Client branding to Zen-Tech architecture does not constitute a transfer of ownership of the underlying software to the Client.
The Client shall not, and shall not permit any third party to, decompile, disassemble, reverse-engineer, or attempt to derive the source code of any Zen-Tech software module. This prohibition includes any attempt to "peek" into the logic of the 5onam AI neural weights or the proprietary database schemas that power the Campus ERP. Any such attempt is considered a criminal violation of intellectual property laws and will result in immediate legal action.
Access to the software is provided solely through the official Zen-Tech interfaces and APIs. Any attempt to bypass these interfaces to access the backend infrastructure is strictly forbidden. The Client understands that the "Intelligence Wing" contains trade secrets that are vital to Zen-Tech’s competitive advantage and agrees to treat the software with the highest level of professional confidentiality.
We value the input of our educators and business partners. However, if the Client or its employees provide Zen-Tech with any suggestions, enhancement requests, or feedback regarding the Services, the Client hereby grants Zen-Tech a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into our products. This allows us to build better tools for everyone based on your real-world needs.
This means that if a teacher suggests a new grading feature that Zen-Tech later builds and releases to all clients, the original teacher or institution does not have a claim to ownership or compensation for that feature. We own the implementation of the idea, while you benefit from the improved functionality of the platform.
"Zen-Tech," "5onam AI," and "Faculty OS" are registered trademarks of Zen-Tech Global Network. The Client is granted a limited right to use these names and logos solely for the purpose of identifying the service provider to their students, parents, or employees. For example, a school may state on its website that it is "Powered by Zen-Tech."
The Client may not use Zen-Tech’s trademarks in any way that suggests a formal partnership, endorsement, or co-branding without our prior written consent. All use of Zen-Tech brand assets must comply with our official Brand Guidelines, which ensure that our visual identity remains consistent and professional across the entire global network.
The Client is prohibited from creating "Derived Works" based on the Zen-Tech Ecosystem. A derived work is any software, application, or tool that uses Zen-Tech’s proprietary code or design as a foundation to create something else. Even if the Client adds their own features or modifications, the underlying structure remains the property of Zen-Tech.
This clause ensures that a Client cannot take the "skeleton" of our Campus ERP and build their own competing software on top of it. Any such unauthorized creations are legally owned by Zen-Tech from the moment of their inception, and the Client agrees to assign all rights to such works back to us upon request.
Zen-Tech acknowledges that our ecosystem may utilize certain Open Source Software (OSS) libraries. These components are used in accordance with their respective licenses (such as MIT, Apache, or GNU). Zen-Tech warrants that our use of these libraries does not infringe upon the rights of the original developers and does not compromise the security or proprietary nature of our core software.
A list of major open-source acknowledgments can be provided to the Client’s IT department upon request. However, the use of these open-source elements does not grant the Client any rights to the proprietary "wrapper" or the custom logic that Zen-Tech has built to connect these libraries into a unified system.
All training videos, PDF manuals, webinar recordings, and "Help Center" articles provided by Zen-Tech are protected by copyright. These materials are provided for the exclusive use of the Client’s staff and students. The Client may not redistribute these materials to third parties, upload them to public video platforms, or use them for commercial training purposes outside of their own institution.
We encourage schools to use these materials to onboard their teachers, but the "Zen-Tech Methodology" contained within these guides is a trade secret. Unauthorized distribution of our training assets undermines our ability to maintain a high standard of service across our global network.
Zen-Tech warrants that, to the best of our knowledge, the software provided does not infringe upon the intellectual property rights of any third party. If a third party sues the Client claiming that the Zen-Tech software steals their code or patents, Zen-Tech will defend the Client in court and cover any resulting damages, provided that the Client notified us immediately of the claim.
This "Indemnity" does not apply if the infringement claim arises from the Client’s unauthorized modifications to the software or the combination of Zen-Tech tools with third-party software that we did not approve. We stand behind our original code, but we cannot be responsible for how you choose to alter it.
The license granted under this Agreement is for the Client’s internal use only. The Client is strictly prohibited from "sub-licensing" their access to another school, branch office, or business entity that is not explicitly named in the Service Order. You cannot rent out your Zen-Tech dashboard to a third party for profit.
If the Client wishes to become an official Zen-Tech Partner or Reseller, a separate "Partnership Agreement" must be signed. Using a single Enterprise license to manage multiple independent institutions is a violation of this IP section and will result in a recalculated invoice for the additional unauthorized users.
Unless the Client explicitly "opts-out" in writing, Zen-Tech reserves the right to include the Client’s name and institutional logo in our list of active partners on our website and in marketing presentations. We are proud of our clients and wish to showcase the diverse range of schools and businesses utilizing the Zen-Tech Global Network.
For more detailed "Case Studies" (where we discuss your specific success metrics), Zen-Tech will always seek the Client’s secondary approval. This ensures that no sensitive internal business strategies are revealed while still allowing us to demonstrate the positive impact of our technology in the real world.
In cases where the Client pays Zen-Tech for "Custom Feature Development" (building a specific tool just for that school), Zen-Tech retains the intellectual property rights to the underlying code. The Client is granted an exclusive, lifelong right to use that feature, but Zen-Tech reserves the right to integrate similar logic into our core platform for the benefit of other clients.
This model allows Zen-Tech to keep development costs lower for our clients. If a Client requires "Sole Ownership" of a custom-built tool, this must be explicitly negotiated as a "Work-for-Hire" agreement at a significantly higher premium rate, as it prevents Zen-Tech from reusing that logic in the future.
The specific arrangement of neural layers, the training weights, and the prompt-engineering frameworks used in 5onam AI are considered "Confidential Trade Secrets." The Client agrees not to use any diagnostic tools or "probe" the AI to try and understand its internal decision-making architecture for the purpose of replication.
Any discovery of a "vulnerability" or a unique way to manipulate the AI must be reported to Zen-Tech’s security team immediately. Attempting to exploit these discoveries to build a rival intelligence model is a material breach of trust and contract, carrying heavy financial penalties.
Any right not explicitly granted to the Client in this Section 5 is reserved exclusively by Zen-Tech. There are no "implied" licenses in this Agreement. If the contract doesn't say you can do something with our code or brand, then you must assume that you cannot.
This conservative approach to licensing ensures that our intellectual property remains secure as we expand into new markets. It protects the value of the Zen-Tech brand for our shareholders and ensures that our innovations cannot be easily copied by competitors.
The obligations established in this Intellectual Property section are "Perpetual." This means that even if the Client stops using Zen-Tech services and terminates the contract, they must still respect our copyrights, trademarks, and trade secrets forever. You cannot use our tools for three years, quit, and then build a copycat software using the knowledge you gained.
This survival clause is a standard legal protection in the software industry. It ensures that our long-term investment in R&D is protected against former clients or employees who might attempt to leverage our proprietary knowledge for their own gain at a later date.
"Confidential Information" encompasses all non-public, proprietary information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing. This includes, but is not limited to, Client Data, student records, Zen-Tech source code, pricing structures, API keys, and strategic business plans.
Information is considered confidential if it is marked as "Private" or "Proprietary," or if a reasonable person would understand it to be confidential based on the nature of the information and the circumstances of its disclosure. For Zen-Tech, this specifically includes our internal 5onam AI training logic and system architecture.
The Receiving Party shall exercise the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no event less than reasonable care. The Receiving Party shall not disclose such information to any third party except to its employees, legal counsel, or subcontractors who have a strict "need to know."
All such individuals must be bound by confidentiality obligations at least as restrictive as those contained herein. The Receiving Party remains fully liable for any unauthorized disclosure of information by its staff or representatives, ensuring that your dataand our software secretsare never handled carelessly.
The obligations of confidentiality do not apply to information that: (a) was already in the Receiving Party's possession before it was disclosed; (b) is or becomes a matter of public knowledge through no fault of the Receiving Party; (c) is rightfully received from a third party without a breach of any confidentiality obligation; or (d) is independently developed by the Receiving Party without using any of the Disclosing Party’s Confidential Information.
These exceptions ensure that neither party is unfairly restricted from using information that they already owned or that is common knowledge in the tech industry. However, the burden of proving that information falls under one of these exceptions rests entirely on the party making that claim.
If a party is legally required by a court order, subpoena, or government regulation to disclose the other party's Confidential Information, they must provide the Disclosing Party with immediate written notice. This allows the Disclosing Party to seek a protective order or challenge the requirement before any information is actually handed over to the authorities.
The Receiving Party agrees to disclose only the minimum amount of information necessary to comply with the legal request. We believe in being transparent with our clients; Zen-Tech will never "quietly" hand over your data to a third party unless we are legally forbidden from notifying you.
Within your institution or business, access to Zen-Tech’s proprietary Admin HQ or Faculty OS settings should only be granted to staff members who truly require it to perform their jobs. For example, a teacher should not have access to the school’s financial pricing or contract terms with Zen-Tech unless their specific role requires that knowledge.
By limiting internal access, you reduce the risk of accidental leaks. Zen-Tech follows this same rule: only our core engineers who are working on your specific server instance have the permission to see your configuration files. This "Need-to-Know" protocol is our first line of defense against information misuse.
The Client agrees that they will not use any Confidential Information obtained from Zen-Techsuch as our software workflows, AI response patterns, or business modelsto build, assist in building, or consult on a competing software product. Your access to the Zen-Tech Ecosystem is for your operation, not for your market research into how to build a rival platform.
Using our internal secrets to gain a competitive advantage is a direct violation of this Agreement. If we discover that our proprietary logic is being used to fuel a rival project, Zen-Tech will treat it as a material breach of contract and pursue all available legal remedies to protect our Intellectual Property.
To protect the talent that builds the Zen-Tech Global Network, the Client agrees that for the duration of this Agreement and for twelve (12) months after it ends, they will not directly or indirectly hire or attempt to "poach" any Zen-Tech employee or contractor who has been involved in providing services to the Client.
Our engineers and AI specialists are the backbone of our innovation. While we encourage healthy professional relationships, attempting to hire our staff away from us disrupts our ability to serve you and our other global partners. This clause ensures that our collaboration remains focused on your institution’s growth, not on personnel recruitment.
The obligations of confidentiality established in this section will remain in effect for the entire duration of your subscription and for a period of five (5) years after the Agreement is terminated. In the fast-moving tech world, five years ensures that our current "secrets" are protected until they eventually become outdated or public knowledge.
However, for information that qualifies as a "Trade Secret" (such as the core 5onam AI source code), the confidentiality obligation never expires. These trade secrets are protected as long as they remain secret, ensuring the long-term security of Zen-Tech’s unique technological foundation.
If either party becomes aware of any unauthorized access, loss, or disclosure of the other party’s Confidential Information, they must notify the other party within twenty-four (24) hours. Quick communication is the most effective way to minimize the damage caused by a data leak or a stolen administrative device.
Both parties agree to cooperate fully in any investigation into the cause of the breach and to take all necessary steps to "plug the leak" and prevent it from happening again. This mutual reporting requirement ensures that we are always working as a team to protect the integrity of our shared information.
Upon the written request of the Disclosing Party or the termination of our services, the Receiving Party must promptly return or destroy all physical and digital copies of the other party’s Confidential Information. This includes deleting downloaded reports, manuals, and internal pricing documents from your local computers and cloud storage.
Upon request, an authorized officer of either party must provide a written "Certificate of Destruction" confirming that all sensitive materials have been permanently removed. This "clean slate" approach ensures that no lingering data poses a security risk once our professional relationship has concluded.
Both parties acknowledge that a breach of confidentiality can cause "irreparable harm" that cannot be fixed by money alone. If Zen-Tech's source code is leaked or a school's private records are exposed, the damage is immediate and permanent. Therefore, the Disclosing Party has the right to ask a court for an "Injunction" to stop the leak immediately.
This means we don't have to wait for a long trial to end to protect ourselves; we can seek an immediate court order to force the stop of any unauthorized disclosure. The party that breached the confidentiality agrees to cover the legal costs and attorney fees associated with seeking this urgent protection.
It is important to clarify that sharing Confidential Information does not mean we are giving you a license or any ownership rights to that information. Telling you how an AI module works so you can use it better is not the same as giving you the right to own that logic. All shared secrets remain the property of the person who shared them.
This clause prevents "accidental ownership" claims. Even if we share detailed blueprints or business strategies with you during a high-level meeting, those ideas stay 100% under the ownership of Zen-Tech Global Network unless a separate sale agreement is signed.
Neither party may issue a press release or make a public announcement regarding the specific "financial terms" or "custom technical details" of this Agreement without the other party’s prior written consent. While we can announce that we are partners, we cannot reveal the private details of *how* we work together or how much was paid.
This protects your institution’s financial privacy and protects Zen-Tech’s pricing strategies. We believe that the details of our deal should stay between us, allowing both parties to maintain their competitive edge in their respective markets without unwanted public scrutiny.
If, during the course of our work together, we brainstorm new ideas or insights based on our shared Confidential Information, Zen-Tech will own the rights to any resulting software improvements or "Intelligence Wing" updates. This allows us to continuously evolve the ecosystem based on the collaborative experiences we have with our clients.
The Client, in turn, gets the immediate benefit of using these improved features. This "Feedback Loop" is what makes the Zen-Tech Ecosystem so powerfulit is built on the collective wisdom of thousands of educators and business leaders, but the technical execution remains centralized and protected.
Even after your account is closed and you have stopped using Zen-Tech services, the "Secret Stays Secret." The duty to protect our Confidential Information survives the end of this Agreement. This means you cannot leave Zen-Tech and then immediately go to a competitor and reveal how our Faculty OS or 5onam AI was structured.
This survival clause is non-negotiable and is standard across the global software industry. It ensures that both Zen-Tech and our Clients can share information freely during our partnership, knowing that the information will remain protected long into the future, regardless of how the business relationship evolves.
The Client shall defend, indemnify, and hold harmless Zen-Tech and its officers, directors, and employees against any third-party claims, demands, suits, or proceedings arising out of: (a) the Client's infringement of third-party intellectual property through uploaded content; (b) the Client's breach of data privacy laws regarding their own students; or (c) the Client's violation of the Acceptable Use Policy.
This means if a parent sues Zen-Tech because the school incorrectly handled student records or if a business uses our platform to host copyrighted material without permission, the Client is responsible for the legal defense and any financial settlements. Zen-Tech provides the infrastructure, but the Client is responsible for the legality of the information they choose to store within it.
Zen-Tech shall defend, indemnify, and hold harmless the Client against any third-party claims alleging that the unmodified Zen-Tech software architecture directly infringes upon a valid patent or copyright. If the Services become the subject of an infringement claim, Zen-Tech may, at its option, procure the right for the Client to continue using the Services or modify the Services to become non-infringing.
We stand by our code. If another tech company sues your school claiming that our "Faculty OS" or "5onam AI" stole their technology, we will step in to handle the lawsuit. This protection only applies to the software as provided by us; it does not cover situations where the Client has modified our code or combined it with unapproved third-party tools.
In the event of a claim, the party seeking protection ("Indemnified Party") must provide the other party ("Indemnifying Party") with prompt written notice of the claim. Delays in notification that significantly prejudice the defense may reduce the obligation to provide indemnity. The Indemnifying Party shall have sole control over the legal defense and any potential settlement negotiations.
However, the Indemnifying Party cannot agree to any settlement that admits fault on behalf of the other party or creates a financial obligation for them without their explicit written consent. Both parties agree to act in good faith to resolve legal threats quickly and efficiently to minimize disruption to educational or business operations.
For educational institutions, the Client’s duty to indemnify Zen-Tech extends to the actions of its staff, teachers, and authorized administrators. If an employee of the Client uses the Zen-Tech Ecosystem to harass an individual or leak confidential corporate data, the Clientas the primary account holderassumes the legal responsibility for those actions under this Agreement.
Zen-Tech provides granular permission settings (RBAC) to help the Client control user behavior. The Client’s failure to properly restrict access or monitor their internal users does not shift liability to Zen-Tech. We provide the "digital gates," but the Client is responsible for deciding who holds the keys and how they use them.
The Client is solely responsible for obtaining all necessary consents from students, parents, or employees before uploading their personal data into the Zen-Tech Global Network. If a data subject (such as a student) files a claim against Zen-Tech regarding the collection or processing of their data, the Client must indemnify Zen-Tech against all costs and damages.
This is particularly vital under the Digital Personal Data Protection (DPDP) Act. Since the Client acts as the "Data Fiduciary" and Zen-Tech acts as the "Data Processor," the legal burden of ensuring consent was properly obtained rests entirely on the Client. We process the data exactly as you instruct us to, and we rely on your legal right to give those instructions.
While 5onam AI is designed to assist with academic and business tasks, the Client is responsible for the final "Output" they choose to publish or use. If the AI generates content that a third party claims is defamatory or infringes on their IP, and the Client chooses to use that content in an official capacity, the Client shall indemnify Zen-Tech against any resulting claims.
Because the AI generates responses based on "Prompts" provided by the Client, the direction and context of the AI's output are controlled by the user. The Client agrees that Zen-Tech is a neutral technology provider and not the "author" of AI-assisted documents for legal purposes.
Zen-Tech shall have no obligation to indemnify the Client if a claim arises from: (a) use of the Services in a manner not authorized by this Agreement; (b) any "Beta" or "Trial" features provided for testing; or (c) the Client’s failure to implement a mandatory security update or patch provided by Zen-Tech that would have prevented the issue.
We are constantly improving the security of our ecosystem. If we release a security patch for the Parent App and a school refuses to update their system, leading to a security breach, Zen-Tech cannot be held responsible. Our duty to protect you is tied to your duty to keep your version of the software current.
The party being protected (the Indemnified Party) agrees to provide "Reasonable Cooperation" to the party handling the defense. This includes providing access to relevant records, allowing staff to give testimony if necessary, and sharing any information that could help defeat a third-party claim. Both parties agree to work as a unified front against external legal threats.
If the Client fails to cooperate or actively works against Zen-Tech's legal strategy in a case where Zen-Tech is providing the defense, Zen-Tech reserves the right to withdraw its indemnification and pass the legal costs back to the Client. Successful defense requires a shared commitment to the facts of the case.
The Client shall indemnify Zen-Tech against any fines, penalties, or "Compliance Levies" imposed by government bodies (such as educational boards or data regulators) that result from the Client’s misuse of the platform. If the school uses our ERP to falsify attendance or grade records for a government audit, any resulting legal fines are the sole responsibility of the school.
Zen-Tech provides tools for transparency and record-keeping, but we do not verify the truthfulness of the data entered by the Client. We are an infrastructure provider, and the legal consequences of "official" records stored on our platform rest with the institution that certified those records.
If the Client chooses to connect Zen-Tech to third-party services (like a specific payment gateway, a local SMS provider, or a separate accounting tool), the Client assumes all liability for those connections. Zen-Tech is not responsible for, and will not indemnify against, claims arising from the failure or security flaws of software we do not own.
This "boundary of responsibility" is essential for your business. It ensures that if a third-party payment app leaks student credit card info, the school cannot sue Zen-Tech for the leak. We only protect our own "Intelligence Wing" and core modules, not the entire internet ecosystem you choose to plug into them.
The Client is responsible for the security of their Admin and Faculty passwords. If a staff member’s account is compromised due to a weak password or "phishing" attack, leading to a data leak, the Client must indemnify Zen-Tech against any lawsuits from students or parents whose data was exposed.
We provide Multi-Factor Authentication (MFA) as a standard feature. If the Client chooses to disable MFA for their staff, they are explicitly assuming a higher level of legal risk. Zen-Tech cannot be held liable for "human-error" security failures at the Client's physical location or within their staff’s personal device habits.
The duty to indemnify survives the termination of this Agreement. If a student waits two years after graduating to sue for a privacy breach that happened while the school was using Zen-Tech, the school is still required to protect Zen-Tech under the terms of this section.
Legal claims often take years to surface. This "Survival" clause ensures that both Zen-Tech and the Client remain protected for any actions that took place during their active partnership, regardless of whether they are still doing business together when the lawsuit is actually filed.
IN NO EVENT SHALL ZEN-TECH BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOSS OF ENROLLMENTS, DATA CORRUPTION, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE), EVEN IF ZEN-TECH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This clause ensures that Zen-Tech is not held responsible for "ripple effects." For example, if the platform is down for an hour and a school claims they lost a potential donor or student enrollment because of it, Zen-Tech cannot be sued for that speculative "future loss." We are only responsible for the direct service we provide.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ZEN-TECH’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION AND DEPLOYMENT FEES ACTUALLY PAID BY THE CLIENT TO ZEN-TECH DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
This "Hard Cap" means that in the absolute worst-case scenario, Zen-Tech’s financial exposure is limited to what the client paid us in the last year. This prevents a single lawsuit from exceeding the total revenue generated by that client, protecting Zen-Tech’s long-term financial stability and ability to serve other partners.
The Client acknowledges and agrees that Zen-Tech has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties set forth herein. These limitations form an "Essential Basis of the Bargain" between the parties. Without these limits, the cost of the Zen-Tech Ecosystem would be significantly higher to account for the increased legal risk.
By accepting this, the Client understands that they are trading a limit on potential legal claims for a more affordable, high-performance software suite. This is a standard commercial trade-off that allows Zen-Tech to provide enterprise-grade AI tools to schools and small businesses that might otherwise be priced out of the market.
Zen-Tech disclaims all liability for the accuracy, completeness, or usefulness of any information generated by the 5onam AI or the Eagle Eye proctoring system. AI is a tool for assistance, not a definitive authority. Any administrative action taken by a school (such as student suspension) or a business (such as employee termination) based on AI output is the sole responsibility of the Client.
We specifically do not guarantee that the AI will be free from "hallucinations" or errors. The Client assumes all risk associated with the use of AI-generated content. Zen-Tech shall not be liable for any academic or professional consequences resulting from the Client’s choice to rely on automated suggestions without human verification.
Zen-Tech frequently integrates with third-party providers (e.g., AWS for hosting, Stripe for payments, or WhatsApp for notifications). Zen-Tech shall not be held liable for any service interruptions, data breaches, or errors caused by these third-party entities. Our liability is strictly limited to our own proprietary code and infrastructure.
If a global outage of a cloud provider occurs, Zen-Tech will work to restore service as per the SLA, but we cannot be sued for damages resulting from a failure that was beyond our direct control. The Client’s recourse in such events lies with the third-party provider’s own terms of service.
While Zen-Tech performs regular backups as outlined in the SLA, we do not guarantee that data loss will never occur. In the event of data corruption or loss, Zen-Tech’s sole obligation is to attempt a restoration from the most recent available backup. We are not liable for the "intrinsic value" of the data lost or the cost of manually re-entering that data.
The Client is encouraged to maintain their own independent digital copies of critical records. Zen-Tech shall not be liable for any loss of historical data, student portfolios, or corporate archives that occurs due to system failures, cyber-attacks, or accidental deletion by the Client’s own staff.
No software is 100% secure. Zen-Tech shall not be liable for damages resulting from "Zero-Day" vulnerabilitiessecurity flaws that are unknown to the software community at the time of an attack. We commit to patching known flaws quickly, but we are not responsible for the actions of sophisticated third-party hackers or state-sponsored cyber-attacks.
Our liability for data breaches is limited to our failure to follow the security protocols promised in Section 3. If we followed our security standards and a breach still occurred due to a novel or unprecedented attack method, Zen-Tech will not be held financially responsible for the resulting exposure.
The Zen-Tech Ecosystem, including all AI modules, provides general informational tools and is not a substitute for professional legal, financial, or educational advice. Zen-Tech is not a licensed educational consultant, lawyer, or accountant. Any "advice" or "insights" provided by the software should be reviewed by qualified professionals before being acted upon.
For example, if the AI suggests a specific disciplinary action for a student, the school’s legal team must ensure that action complies with local labor and education laws. Zen-Tech shall not be liable for legal fees or fines incurred by the Client for following suggestions made by the platform’s intelligence tools.
Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control. This includes "Acts of God" such as earthquakes or floods, as well as war, terrorism, civil unrest, government actions, national strikes, or regional internet/power grid failures.
During a Force Majeure event, our obligations under the SLA are suspended. We will make every effort to resume services as soon as the situation stabilizes, but Zen-Tech cannot be held in breach of contract for delays caused by global or national emergencies that make normal operations impossible.
From time to time, Zen-Tech may offer "Beta" features or free "Community Edition" tools. These are provided strictly "AS-IS" and "AS-AVAILABLE," without any warranties of any kind. Zen-Tech disclaims all liability for any issues, data loss, or system instability caused by the use of these experimental tools.
Clients who choose to test Beta features do so at their own risk. We provide these features early so you can benefit from new innovations, but because they are not yet fully polished, they are excluded from all Uptime Guarantees and Indemnification protections offered for our core enterprise products.
The Client agrees that any legal claim or cause of action arising out of or related to the use of Zen-Tech services must be filed within one (1) year after such claim or cause of action arose. If a claim is not filed within this twelve-month window, it is "Permanently Barred," meaning the Client loses the right to sue for that specific issue.
This clause provides "Finality" to our business operations. It prevents us from being sued years later for a minor technical issue that occurred in the past, allowing our team to focus on current innovation and support rather than managing ancient legal risks.
Some jurisdictions do not allow the exclusion or limitation of certain damages (such as liability for gross negligence or willful misconduct). In such cases, Zen-Tech’s liability will be limited to the maximum extent permitted by the local law of that specific region. This ensures the Agreement remains valid even in places with strict consumer protection laws.
If a court finds that any part of this Limitation of Liability is unenforceable, the remaining parts will still apply. Our goal is to protect the company to the fullest extent of the law while respecting the mandatory legal rights of our clients in different countries.
Zen-Tech is a software company. We are not responsible for the failure of the Client’s physical hardware, including servers, laptops, tablets, or networking equipment used to access our services. If a student's tablet crashes during an exam, or if a school's local server overheats, Zen-Tech shall have no liability for the resulting data loss or interruption.
The Client is responsible for ensuring that their hardware meets the "Minimum System Requirements" published in our technical documentation. We provide the digital "Fuel," but the Client must provide a "Vehicle" that is in good working order to use it.
All limitations of liability in this Section 8 are "Cumulative." This means that each limit applies independently and in addition to any other limit. If one limitation is found to be inapplicable, the others still stand. This multi-layered approach ensures that Zen-Tech is protected from various angles of legal risk simultaneously.
These limits apply even if a "Limited Remedy" (like a Service Credit) fails its essential purpose. Even if we can't fix a bug, we still only owe you up to the amount you paid us last year. This prevents a simple software bug from turning into a company-ending financial catastrophe.
The Client explicitly agrees that their legal relationship is with Zen-Tech Global Network as a corporate entity. To the maximum extent permitted by law, the Client waives and releases all claims against Zen-Tech’s individual founders, developers, employees, and stockholders for any actions taken in the scope of their employment or company management.
This "Corporate Shield" ensures that the people who build your software are not personally targeted in legal disputes. It keeps the focus of any disagreement on the business relationship between the two organizations, protecting the personal lives and assets of the innovators behind the Zen-Tech Ecosystem.
Due to the intensive engineering resources required to provision sovereign cloud infrastructure, configure White-Label applications, and execute database migrations, all initial setup, architecture, and deployment fees are strictly non-refundable once project initialization has commenced.
This includes the manual labor involved in setting up your dedicated 5onam AI instance and the costs we incur from third-party server providers to reserve your space. Even if the Client decides not to launch the platform, Zen-Tech must be compensated for the development and setup time already invested.
Recurring SaaS licensing fees are billed in advance according to the terms stipulated in the Client's Service Order. Invoices are due upon receipt. All fees are exclusive of applicable taxes (such as GST), which shall be borne by the Client.
By using the platform, the Client agrees to pay the full amount stated on the invoice without any "withholding" or deductions. If your local government requires you to deduct tax at the source, you must notify us in advance so we can adjust the invoice to ensure Zen-Tech receives the full net amount agreed upon in our contract.
If any undisputed invoice remains unpaid for more than fifteen (15) days past the due date, Zen-Tech reserves the right to suspend the Client’s access to the Ecosystem without liability. A suspension notice will be delivered to the primary Admin HQ contact three (3) days prior to execution.
Suspension means that all Faculty OS, Parent Apps, and Student Portals will become inaccessible. We don't like doing this, but the costs of keeping servers running are high. Once the payment is cleared, we will restore access, but we are not responsible for any data gaps or administrative delays caused by the suspension period.
Zen-Tech services are often priced based on "Seats" (the number of active students or staff). The Client is responsible for managing their user count. If the Client exceeds the number of users allowed in their current plan, Zen-Tech will automatically move the account to the next pricing tier or bill for the additional users at the agreed-upon per-user rate.
We perform an automated audit of active accounts at the end of each billing cycle. If we find that a school has added 500 more students than they are paying for, we will include those costs in the next invoice. This ensures that the platform’s performance stays high for every single user on your campus.
To prevent service interruptions, all annual and monthly subscriptions will automatically renew for the same duration unless the Client provides a written "Cancellation Notice" at least thirty (30) days before the renewal date. This ensures that your school or business doesn't suddenly lose access to critical records during a busy season.
If you wish to cancel, you must do so via the Admin Dashboard or by emailing our billing department. Verbal cancellations made during support calls or informal meetings are not considered valid. Once a renewal has been processed, it is non-refundable for that specific billing term.
Zen-Tech reserves the right to adjust its subscription prices once per year to account for inflation, increased server costs, or major software upgrades. We will provide at least sixty (60) days' notice before any price change takes effect for existing Clients. This gives you time to budget accordingly for the coming year.
If the Client does not agree to the new price, they have the right to cancel their subscription before the new rate begins. Price increases will never be applied "retroactively"they only apply to future billing cycles once the current paid term has ended.
If the Client believes there is a mistake on an invoice, they must notify Zen-Tech in writing within seven (7) days of receiving it. The Client is still required to pay the "undisputed" portion of the invoice on time while we work together to resolve the specific line item in question.
We will investigate the dispute and provide a written explanation or a corrected invoice within ten (10) business days. If the dispute is found to be valid, we will issue a credit; if the invoice was correct, the remaining balance becomes due immediately to avoid service suspension.
All fees are quoted "net of taxes." The Client is responsible for paying all applicable sales, use, value-added (VAT), or goods and services taxes (GST) required by their country or state. Zen-Tech will add these taxes to your invoice as separate line items based on your registered business address.
If the Client is a tax-exempt organization (such as certain non-profit schools), they must provide a valid Tax Exemption Certificate to our billing team. Without this document, we are legally required to collect and remit taxes on your behalf to the relevant government authorities.
We accept payments via Bank Transfer (NEFT/RTGS), Credit/Debit Cards, and authorized Digital Wallets. To keep our base prices low, Zen-Tech may pass on any third-party "Transaction Fees" (usually 2-3%) for payments made via credit card or international gateways. Bank transfers typically incur zero fees and are our recommended payment method.
The Client is responsible for any "Wire Transfer Fees" charged by their own bank. The final amount that hits Zen-Tech’s bank account must match the total amount on the invoice. Any shortfalls due to bank fees will be carried over as an "Outstanding Balance" on your next statement.
Some advanced AI features are billed on a "Usage Basis" (tokens or processing time). Your monthly plan includes a generous base allowance, but if your institution exceeds this limit (e.g., during a massive AI-proctored exam week), you will be billed for "Overage Credits" at our standard market rate.
You can track your AI usage in real-time through the Intelligence Wing dashboard. We will send an automated alert when you have used 80% of your monthly allowance, giving you the option to "Top-up" manually or let the system bill you for the extra usage at the end of the month.
If you decide to upgrade your plan or add new modules (like adding the Parent App to your existing ERP) in the middle of a billing cycle, we will "Pro-Rate" the cost. This means you only pay for the new features for the remaining days of that month or year, rather than paying for a full term twice.
Downgrades (moving to a cheaper plan) are only processed at the *end* of a current billing term. We do not offer pro-rated refunds for downgrading or removing users in the middle of a month, as our infrastructure has already been provisioned to handle your higher capacity for that period.
If an account is suspended for non-payment and the Client later pays the balance, Zen-Tech may charge a nominal "Reactivation Fee" to cover the engineering time required to bring the servers back online and re-sync the databases. This fee will be added to the restoration invoice.
Reactivation typically takes 24 to 48 hours once the payment is confirmed. To avoid this fee and the downtime, we strongly recommend setting up "Auto-Pay" or ensuring that invoices are cleared at least three days before the suspension deadline.
Fees for "Custom Feature Development" or "Consulting Services" are separate from your SaaS subscription. These are usually billed 50% upfront as a "Commitment Fee" and 50% upon "User Acceptance Testing" (UAT) or final deployment. These fees are based on the specific scope of work agreed upon in a separate Service Order.
If the Client requests changes to the project mid-way (known as "Scope Creep"), Zen-Tech will provide a "Change Order" with additional costs. Work on the new requests will only begin once the Change Order is signed and the additional deposit is paid.
Your subscription includes a set amount of "Virtual Training" (via Zoom/Meet). If the Client requires "On-site Training" or "In-person Consulting" at their campus, the Client is responsible for all travel, lodging, and meal expenses for the Zen-Tech representative, plus a daily "Professional Service Fee."
These on-site visits must be booked at least two weeks in advance. If the Client cancels an on-site visit within 48 hours of the scheduled date, they will still be billed for any non-refundable travel costs (like flight tickets) already purchased by Zen-Tech.
Zen-Tech maintains digital records of all invoices, payments, and credit notes for a period of seven (7) years. The Client can download their full "Payment History" at any time from the Admin HQ. This is useful for your internal school audits or corporate tax filings.
If the Client requires a "Custom Financial Audit" or specific "Compliance Certificates" from Zen-Tech for their auditors, we can provide these for a small administrative fee. We ensure that our billing practices are transparent and follow standard accounting principles to make your life easier during tax season.
This Agreement commences on the Effective Date established in the Service Order and continues until all active subscriptions expire or are terminated in accordance with this section. For most institutional clients, the "Initial Term" is typically twelve (12) months to align with the academic or fiscal year, ensuring consistent service throughout the primary operating cycle.
Following the Initial Term, this Agreement will automatically extend for successive one-year periods unless either party provides a written notice of non-renewal. This "Evergreen" structure ensures that your school’s ERP and AI modules do not suddenly go offline due to an administrative oversight during the busy transition between terms.
Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice describing the breach. "Material Breach" includes, but is not limited to, non-payment of fees, unauthorized sharing of 5onam AI access, or failure to maintain data security standards.
If Zen-Tech terminates the Agreement for cause due to the Client’s breach, the Client remains responsible for all fees due for the remainder of the current subscription term. This prevents clients from intentionally breaking the rules just to get out of a long-term financial commitment without paying the full balance.
Upon termination, the Client shall be granted a fourteen (14) day grace period to utilize Admin HQ data export tools. Following this period, Zen-Tech shall execute a permanent, unrecoverable cryptographic wipe of all Client Data from active servers and backup nodes. A formal Certificate of Deletion may be requested for compliance auditing.
This grace period is provided so that your administrative team can safely transition student and business records to a new system. It is the Client’s responsibility to ensure all necessary data is exported before the window closes. Once the "Cryptographic Wipe" is performed, no Zen-Tech engineernot even the foundercan recover that information.
We understand that institutional needs change. A Client may terminate this Agreement for "convenience" (without needing a specific legal reason) by providing Zen-Tech with at least sixty (60) days' written notice prior to the end of their current billing cycle. This notice period allows our engineering team to schedule the decommissioning of your dedicated cloud resources.
In the event of termination for convenience by the Client, no refunds will be provided for any prepaid fees or "Initial Deployment" costs. Zen-Tech reserves the right to charge an "Early Termination Fee" if the Client is on a multi-year discounted plan and decides to leave before the first two years are completed.
Zen-Tech reserves the right to terminate or suspend access to the Ecosystem immediately and without notice if we have a reasonable belief that the Client is using the software for illegal activities, distributing malware, or utilizing 5onam AI to generate harmful content. Protecting the integrity of the Zen-Tech Global Network and its other users is our highest priority.
If an account is terminated under this safety clause, the Client forfeits all rights to data extraction and any remaining balance on their account. We maintain a "Zero Tolerance" policy for the misuse of our Intelligence Wing to target, harass, or exploit individuals, especially within an educational context.
Upon the effective date of termination, all licenses granted to the Clientincluding access to Faculty OS, Parent Apps, and 5onam AIwill be revoked. The Client must immediately cease all use of Zen-Tech's proprietary software and must remove any Zen-Tech branding or "Powered by" badges from their own institutional websites.
Furthermore, any "White-Label" applications published to the Google Play Store or Apple App Store under the Client's account that utilize Zen-Tech’s engine must be unpublished or transferred back to Zen-Tech’s management. The Client does not own the application code and cannot continue to run the app once the subscription ends.
Termination does not relieve the Client of the obligation to pay all fees that were earned or billed prior to the termination date. All outstanding invoices must be cleared within seven (7) days of the account closing. Zen-Tech will issue a "Final Settlement Statement" that includes any pro-rated charges or overage fees from AI usage during the final month.
If the Client fails to settle the final balance, Zen-Tech reserves the right to hold any exported data files (if permitted by local law) or pursue legal collection actions. A "Clean Exit" requires that all financial debts are satisfied before the professional relationship is officially concluded.
Zen-Tech provides standard CSV/JSON data exports as part of our basic service. If the Client requires "Enhanced Transition Support"such as custom database mapping for a new vendor or extended access to the Admin HQ beyond the 14-day windowthis will be billed as a separate "Consulting Engagement" at our current hourly engineering rates.
Our team is happy to help your new provider understand the data structure to ensure your school’s history is preserved, but this deep technical work is outside the scope of a standard subscription. Transition services must be requested and paid for at least thirty (30) days before the account is scheduled to close.
If a "Force Majeure" event (like a natural disaster or national crisis) prevents Zen-Tech from providing services for more than thirty (30) consecutive days, the Client has the right to terminate the Agreement without penalty. We believe that if we cannot fulfill our promise due to global circumstances, you should not be financially tied to a platform you cannot use.
In this specific case, Zen-Tech will provide a pro-rata refund for any *prepaid* monthly fees for the period where the service was unavailable. However, initial deployment and engineering setup costs remain non-refundable, as that work was already completed prior to the event.
Upon termination, the Client must return or destroy any physical or digital copies of Zen-Tech’s Confidential Information, including printed training manuals, offline software documentation, and internal pricing guides. The Client shall certify in writing to Zen-Tech that all such materials have been removed from their internal servers and staff devices.
This "Clean Slate" policy protects our intellectual property. We provide you with the best tools while you are a partner, but we must ensure that our "Secret Sauce" doesn't stay behind on your computers once you move to a different provider or develop your own internal tools.
Both Zen-Tech and the Client agree that, following the termination of this Agreement, they will not make any public statements (on social media, press releases, or public forums) that are intended to damage the reputation of the other party. We strive for a professional "Handshake" end to every partnership.
If there were disagreements during the partnership, they should be settled through the Dispute Resolution process outlined in Section 11. Publicly disparaging the Zen-Tech brand after leaving the ecosystem is a violation of this professionalism clause and may result in legal action if it causes documented financial harm to our company.
Certain sections of this Agreement are designed to "Survive" the end of the contract. This includes Section 3 (Privacy), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 7 (Indemnification), and Section 8 (Limitation of Liability). These rules remain in force even after the Client stops using Zen-Tech.
This survival ensures that the protections we’ve built for your data and our code don't disappear just because the billing has stopped. It provides long-term legal certainty for both the Client and Zen-Tech, ensuring that any actions taken during the partnership are governed by these rules forever.
If a "Free Tier" or "Trial" account remains inactive (no successful logins) for a period of ninety (90) days, Zen-Tech reserves the right to terminate the account and delete all associated data to save server space. We will send three (3) automated email warnings to the registered admin before performing the final deletion.
For paying enterprise clients, we will never delete an account for "inactivity" as long as the subscription fees are being paid. However, if a subscription expires and the client does not respond to renewal notices for sixty (60) days, we will treat the account as "Abandoned" and initiate the standard data deletion protocol.
Upon the notice of termination, any long-running AI tasks (such as large-scale data analysis or year-end report generation) will be allowed to complete. However, no new major AI training or large-scale data processing jobs can be initiated within the final seven (7) days of the contract term.
This ensures that we don't start a massive processing job that requires our servers to run past your exit date. We want to ensure your final week is spent on exporting your existing results rather than generating new ones that you might not have time to safely download.
To officially close the account, the Client’s primary administrator must complete a "Final Exit Checklist" within the Admin HQ. This checklist confirms that the Client has exported their data, notified their users of the shutdown, and removed all Zen-Tech branding from their systems. Once this is submitted, the account is officially marked as "Closed."
This final step provides a clear "Legal End" to the relationship. It prevents future disputes about whether the contract was actually cancelled and ensures that both parties have fulfilled their final obligations to each other in a transparent and organized manner.
In the event of any dispute or claim arising out of this Agreement, executives from both parties shall engage in good faith negotiations to resolve the issue for a period of no less than thirty (30) days prior to initiating formal legal proceedings.
This "Cooling-off Period" is designed to allow both the Client and Zen-Tech to find a common-sense solution before spending money on legal fees. Most issuessuch as billing errors or technical misunderstandingscan be resolved through a simple meeting between decision-makers without the need for lawyers.
If negotiations fail, the dispute shall be definitively resolved by binding arbitration under the provisions of the Arbitration and Conciliation Act, 1996 (India). The arbitration shall be conducted in English by a sole arbitrator appointed by mutual consent. The seat and venue of the arbitration shall be Navi Mumbai, Maharashtra.
Arbitration is faster and more private than a public trial. The "Binding" nature of this clause means that once the arbitrator makes a decision, both Zen-Tech and the Client must follow it as if it were a court order. This provides "Finality" and prevents a legal battle from dragging on for years in the public court system.
This Agreement and any dispute arising from it shall be governed by and interpreted in accordance with the laws of the Republic of India. For any matters that cannot be settled by arbitration, both parties agree to submit to the exclusive jurisdiction of the courts located in Navi Mumbai, Maharashtra.
By establishing a "Choice of Law," we ensure that no matter where in the world the Client is located, the rules of the contract are always interpreted the same way. This provides a stable legal environment for Zen-Tech to manage its global operations while ensuring the Client knows exactly which set of laws applies to their subscription.
Notwithstanding the arbitration requirement, either party has the right to seek an immediate "Injunction" from a court of law to stop an urgent threat. This applies specifically to cases involving the theft of Intellectual Property, a major data breach, or a violation of the Mutual Confidentiality (NDA) section.
In such emergency scenarios, waiting for an arbitrator to be appointed would cause "Irreparable Harm." This clause allows Zen-Tech to quickly protect its 5onam AI source code or a school to protect its students' privacy by getting a judge to issue a "Stop Order" immediately while the rest of the case is settled later.
Both Zen-Tech and the Client agree that any legal dispute must be handled on an "Individual Basis" only. You explicitly waive the right to participate as a plaintiff or a class member in any "Class Action" lawsuit or "Representative Proceeding" against Zen-Tech Global Network.
This prevents a situation where thousands of unrelated users join together in a single lawsuit, which is often used as a tactic to force a settlement. It ensures that if your school or business has a specific problem, that problem is handled specifically between us, focusing on the facts of our unique partnership.
To the maximum extent permitted by law, both Zen-Tech and the Client knowingly and voluntarily waive the right to a trial by jury for any dispute arising from this Agreement. Instead, all disputes will be settled by a qualified Judge or an Arbitrator who has a background in software law and technical contracts.
Technology disputes are often highly complex, involving discussions about cloud architecture, AI neural weights, and API protocols. A jury of laypeople may find these concepts confusing; a Judge or professional Arbitrator is better equipped to understand the technical evidence and make a fair, legally sound decision.
Any claim or legal action related to Zen-Tech services must be filed within twelve (12) months from the date the issue first occurred. If the Client does not initiate a dispute within this one-year window, they are legally "Barred" (stopped) from bringing the claim in the future.
This "Clock" ensures that both parties address problems while the evidence and memories are fresh. It prevents "Historical Lawsuits" regarding technical glitches or billing errors that happened years ago, allowing Zen-Tech to focus its resources on current development rather than ancient legal risks.
In any formal dispute where a final decision is made, the "Prevailing Party" (the winner) is entitled to recover their reasonable attorney’s fees, arbitrator fees, and court costs from the other party. This "Loser-Pays" rule discourages frivolous or fake lawsuits that have no real legal basis.
By including this, we ensure that if Zen-Tech has to defend itself against a false claim, the Client must cover the costs of that defense. Conversely, if Zen-Tech is found to be clearly at fault, we will cover the Client’s legal expenses. It holds both organizations to a high standard of professional accountability.
All aspects of the arbitration or negotiation processincluding the evidence shared, the testimony given, and the final decisionmust remain strictly confidential. Neither party may reveal the details of the dispute to the press, social media, or other clients without the written consent of the other party.
This "Privacy Shield" protects the reputation of both the school and Zen-Tech. We believe that disagreements should be settled behind closed doors, ensuring that your institution's public image and Zen-Tech’s brand value are not damaged by temporary professional disagreements.
Even if a dispute is ongoing, both parties agree to continue performing their duties under the contract, provided that the Client continues to pay all "Undisputed" fees. Zen-Tech will not shut down your campus ERP or AI modules just because we are arguing over a specific line item in an invoice.
This ensures that student learning and business operations are never used as "bargaining chips" in a legal fight. We keep the platform running, and you keep your school operating, while the lawyers or executives work on settling the disagreement in the background.
As an exception to the "Binding Arbitration" rule, either party may choose to pursue a claim in "Small Claims Court" if the total amount being argued over is less than a specific threshold (e.g., ₹50,000 or $1,000). Small Claims Court is faster and does not require expensive legal representation.
This is useful for minor issues like a single disputed monthly bill. It allows for a quick resolution of small financial matters without the high costs of hiring an official arbitrator, ensuring that the legal process is proportional to the amount of money at stake.
For educational institutions that are government-owned or state-funded, the Client explicitly waives any "Sovereign Immunity" or special legal protections that would prevent Zen-Tech from enforcing the terms of this Agreement in a court or arbitration setting.
This ensures a "Level Playing Field." It means that even if a school is a government entity, they must still follow the same business rules regarding payments, IP protection, and data security as a private company. This waiver is standard for modern SaaS contracts involving public institutions.
If the "Good Faith Negotiation" fails, but before "Arbitration" begins, both parties may voluntarily agree to hire a neutral third-party "Mediator." The mediator does not make a final decision but helps the two parties find a middle ground that makes everyone happy.
Mediation is often the most "Empathetic" way to solve a problem. It focuses on the business relationship rather than just the legal technicalities. If mediation works, it saves both parties a significant amount of money and allows the partnership to continue without the bitterness of a formal trial.
All dispute proceedings, including negotiations, mediation, and arbitration, shall be conducted exclusively in the English language. All documents submitted as evidence must be in English or accompanied by a certified English translation.
This ensures that there is no confusion caused by translation errors or linguistic nuances. Since the Zen-Tech Ecosystem and its documentation are primarily built in English, it is the most logical and efficient language to use for settling any disagreements regarding how the software functions.
A formal dispute is considered "Initiated" only when a written "Notice of Dispute" is sent to the other party’s registered legal email address. For Zen-Tech, this notice must be sent to the Legal HQ email provided in your Service Order, with the subject line "FORMAL LEGAL NOTICE."
A casual email to a support agent or a message on WhatsApp does not count as a formal legal notice. This strict protocol ensures that the right peoplethe executives and the legal teamare alerted immediately so that the "Good Faith Negotiation" period can begin without delay.
Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due) resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, war, cyber-warfare, terror attacks, or severe telecommunications outages.
In the event of such a delay, the affected party must notify the other party as soon as possible. While our SLA commitments are suspended during a Force Majeure event, Zen-Tech will make every effort to restore the "Intelligence Wing" and Campus ERP services as soon as the global or regional situation stabilizes.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision shall not constitute a waiver of that right.
This ensures that one "bad" or outdated clause doesn't destroy the entire contract. If a judge decides a specific rule about AI usage is too strict in your country, the rules about payments, data security, and support will still stay active and legally binding for both parties.
This Agreement, alongside any executed Service Orders and Addendums, constitutes the entire agreement between Zen-Tech and the Client, superseding all prior or contemporaneous oral or written communications, proposals, and representations.
This means that any promises made by a sales agent in an email or a verbal "handshake" deal are not legally part of this contract unless they are written here. This provides a single "Source of Truth" for our partnership, preventing future confusion about what was actually promised.
Zen-Tech may assign or transfer its rights and obligations under this Agreement without the Client's consent in the event of a merger, acquisition, or sale of assets. This ensures that if Zen-Tech is acquired by a larger global AI firm, your services will continue uninterrupted under the new management.
The Client, however, may not transfer this Agreement to another school, branch, or business entity without prior written consent from Zen-Tech. This is because our pricing and security protocols are specifically tailored to your institution’s size and user count as specified in the initial Service Order.
Any formal legal notice required by this Agreement must be in writing and delivered to the "Legal HQ" email address provided in the Service Order. For Zen-Tech, notices should be sent to our administrative portal with the subject line "FORMAL LEGAL NOTICE." Digital delivery is considered equivalent to physical mail for the purposes of this Agreement.
Notices are considered "received" twenty-four (24) hours after the email is sent, provided no "delivery failure" message is received. This strict protocol ensures that critical messageslike termination notices or security alertsare seen by the right executives and legal teams immediately.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary relationship between the parties. Neither party has the authority to bind the other or incur any obligation on the other's behalf without a separate written power of attorney.
Zen-Tech employees are not "staff" of the Client’s institution. While we work closely with your IT and academic teams, we remain an external technology provider. This distinction is vital for tax compliance and for ensuring that each party is solely responsible for its own employees and legal liabilities.
This Agreement is for the sole benefit of the Client (the institution) and Zen-Tech Global Network. There are no third-party beneficiaries to this Agreement. This means that individual students, parents, or outside vendors do not have any legal rights to sue Zen-Tech based on the terms written in this contract.
Any dispute involving an end-user (like a student) must be handled by the Client according to their own internal policies. Zen-Tech provides the tools for the school to manage their community, but we do not have a direct legal relationship with the school’s individual students or staff members.
Zen-Tech and the Client both represent that they have not received or been offered any illegal or improper bribe, kickback, or gift in connection with this Agreement. We operate with full transparency and expect our partners in the educational and corporate sectors to maintain the same high ethical standards.
If the Client becomes aware of any unethical behavior by a Zen-Tech employee or representative, they agree to report it to our internal compliance department immediately. We take these matters seriously and will take immediate action to protect the integrity of the Zen-Tech brand and our global network.
The Zen-Tech Ecosystem utilizes advanced AI and encryption technologies that may be subject to export control laws. The Client warrants that they are not located in a country that is subject to a global trade embargo or designated as a "terrorist supporting" nation by international authorities.
The Client agrees not to export or re-export any Zen-Tech software to any restricted regions or individuals. Violation of these international trade laws is a material breach of this Agreement and will result in the immediate and permanent termination of your access to the 5onam AI and associated modules.
The rights and remedies provided in this Agreement are "cumulative," meaning that pursuing one legal option does not stop a party from pursuing others. For example, if Zen-Tech gets an injunction to stop a code leak, we still have the right to sue for financial damages caused by that leak later on.
This allows us to use every legal tool available to protect our company and our clients. No single part of this contract should be interpreted as the "only" way to solve a problem; we reserve the right to use all sections of this Agreement to achieve a fair and legal outcome.
The headings and titles used in this Agreement (like "Indemnification" or "SLA") are included for convenience only and do not have any legal effect on the meaning of the clauses. The actual text within each section is what determines our legal rights and obligations.
Furthermore, if there is an ambiguity in the text, it shall not be automatically interpreted against the party that wrote the contract. We encourage you to review these terms with your legal counsel to ensure that both parties have a clear and shared understanding of every provision before signing.
This Agreement may be executed in "Counterparts," meaning that the school can sign one copy and Zen-Tech can sign another, and together they form one single legal document. Digital signatures (such as those through DocuSign or Adobe Sign) and "Click-wrap" acceptances are legally binding signatures.
By using the Zen-Tech Ecosystem, the Client acknowledges that digital records of their acceptance are sufficient proof of a binding contract. We both waive the right to require an original, ink-on-paper signature to prove that this Agreement is valid and enforceable.
Unless the Client provides a written "Opt-out," Zen-Tech reserves the right to use the Client’s name and institutional logo in our marketing materials, website "Partner" sections, and investor presentations. This helps us demonstrate the real-world impact and growth of the Zen-Tech Global Network.
We will never reveal private financial details or specific strategic secrets in these marketing mentions. For more detailed case studies or press releases, we will always seek your secondary approval to ensure you are happy with how your school or business is being represented to the public.
Any changes or amendments to this Agreement must be in writing and signed (digitally or physically) by authorized representatives of both parties. Informal changes made via chat support, phone calls, or emails are not valid unless they are officially added as a "Signed Addendum" to the Master Agreement.
This protects your institution from "surprise" changes to your contract. If we need to update our rules for a new feature in 5onam AI, we will provide you with a formal update notice, and you will have the chance to review and accept the new terms before they apply to your account.
All sections of this Agreement which by their nature should survive terminationincluding but not limited to Intellectual Property, Confidentiality, Indemnification, and Limitation of Liabilitywill continue to stay in effect even after the service ends and the final payment is made.
This ensures that our partnership remains protected by the law forever. Even if you move to a different software provider five years from now, you are still legally bound to protect the trade secrets and intellectual property of Zen-Tech that you accessed during our time working together.