Including: Platform Terms · AI Autonomous Mode · Data Processing Agreement · Liability Framework
Effective: June 2025 · Issued by: Growthsynth LLP
By creating an account or using the platform, you enter a legally binding agreement with Growthsynth LLP covering all sections of this document. A single acceptance at signup binds you to all terms, including the AI Autonomous Mode provisions (Section 8), the Data Processing Agreement (Section 14), and the liability cap (Section 17). If you do not agree, do not use the platform.
In this Agreement, the following terms have the meanings given:
At signup, the following three statements are displayed prominently above the acceptance checkbox, and form part of the acceptance:
(1) If you enable Autonomous Mode, Zephra will take actions on your live advertising accounts using real budget without your approval for each action.
(2) Growthsynth LLP's liability is limited to 3 months of Platform Fees only — it does not extend to advertising spend, token fees, or any third-party costs. See Section 17.
(3) You have a contractual obligation to regularly monitor the platform while Autonomous Mode is enabled. Failure to monitor reduces or eliminates any claim you may have. See Section 8.6.
By ticking the acceptance checkbox and completing account creation, you confirm that you have read, understood, and agree to be legally bound by this Agreement in its entirety. This single act constitutes your binding agreement to:
If you create an account on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity to this Agreement. If you do not have such authority, you must not create an account.
We may update this Agreement from time to time to reflect changes in our platform, applicable law, or business practices. The following notification approach applies:
Continued use of the platform after the effective date of any change constitutes acceptance of the updated Agreement.
You must be at least 18 years of age to use Zephra. By accepting this Agreement you confirm you meet this requirement.
Zephra is an AI-powered marketing intelligence and automation platform. Current services include, but are not limited to:
Platform Expansion
Zephra is continuously expanding to cover additional marketing channels. Future services may include without limitation: SEO management, advanced email marketing, social media management, account-based marketing (ABM), CRM integration, content marketing, influencer marketing management, and additional advertising platforms. When new services are launched, they are governed by these Terms unless separate supplementary terms are published. We will notify active customers when significant new services become available.
Feature-Based Access
Not all services are available on all plans. The features available to you depend on your active feature selection. Services not included in your selected plan are not available to you unless you add them. Services listed as anticipated future capabilities create no contractual obligation to deliver by any specific date.
Zephra is not a financial advisor, investment advisor, or guarantor of advertising results. AI Decisions are generated based on available data and predictive models. Campaign performance depends on factors outside our control including market conditions, platform algorithm changes, audience behaviour, creative quality, and competitive activity. Nothing in this Agreement constitutes a warranty of specific results.
We will use commercially reasonable efforts to maintain 99% platform availability in any calendar month, excluding scheduled maintenance, events of Force Majeure, and free-tier access. Scheduled maintenance will be notified at least 48 hours in advance where practicable. We do not guarantee uninterrupted or error-free operation.
We may add, modify, or discontinue features at any time. For changes that materially reduce functionality available to paying subscribers, we will give 30 days' notice. Introduction of new features (including new Connected Platform integrations listed in Schedule A) does not require advance notice.
You must provide accurate, complete, and current information when creating your account, and maintain its accuracy throughout your use of the platform.
You are solely responsible for the confidentiality of your account credentials and for all activity under your account. You must notify us immediately at hello@zephraai.com if you suspect unauthorised access.
The Customer is responsible for ensuring all Authorised Users comply with this Agreement. The Customer is liable for the acts and omissions of its Authorised Users as if they were acts and omissions of the Customer.
The platforms currently available for connection to Zephra are listed in Schedule A at the end of this Agreement. Schedule A is a living document. We add and update Connected Platforms as integrations are built. The current version of Schedule A is always available at https://zephraai.com/terms/schedule-a. Adding a new Connected Platform to Schedule A does not require a new Agreement — your acceptance at signup covers all current and future Connected Platforms listed in Schedule A.
When you connect a third-party platform account to Zephra, you:
YOU ARE SOLELY RESPONSIBLE FOR ENSURING YOUR USE OF ZEPHRA — INCLUDING ALL AI DECISIONS AND ALL DATA SHARING WITH CONNECTED PLATFORMS — COMPLIES WITH THE TERMS OF SERVICE, DEVELOPER POLICIES, ADVERTISING POLICIES, AND DATA SHARING POLICIES OF EVERY CONNECTED PLATFORM. We operate as your authorised agent within the permissions you grant. Third-party platforms may suspend or terminate your account for violations of their own policies, including violations caused by actions Zephra takes within permissions you granted. We are not liable for any such suspension, termination, or resulting loss.
Connected Platform APIs, policies, and permissions are outside our control and change without notice. We will use commercially reasonable efforts to maintain integrations but cannot guarantee uninterrupted integration with any third-party platform. We are not liable for loss caused by third-party platform API changes, outages, or policy changes.
You may revoke Zephra's access to any Connected Platform at any time from your account settings. We recommend disabling Autonomous Mode for that account before revoking access to prevent incomplete action sequences.
Where Zephra provides email marketing, social media management, or direct messaging features on your behalf, the following applies:
GROWTHSYNTH LLP IS NOT LIABLE FOR: (A) SPAM COMPLAINTS, REGULATORY ACTIONS, OR PLATFORM RESTRICTIONS ARISING FROM YOUR EMAIL MARKETING OR MESSAGING PRACTICES; (B) CLAIMS BY RECIPIENTS THAT THEY DID NOT CONSENT TO RECEIVE MESSAGES; (C) YOUR FAILURE TO INCLUDE REQUIRED DISCLOSURES IN MARKETING EMAILS; OR (D) VIOLATIONS OF PLATFORM MESSAGING POLICIES. ALL OF THE ABOVE ARE YOUR RESPONSIBILITY AS THE SENDER.
Zephra enables sharing of certain data with Connected Platforms for advertising measurement, targeting, and attribution purposes. These features include conversion event tracking, server-side pixel signals, hashed audience uploads (Customer Match / Custom Audiences), and campaign performance signal sharing. By using these features, you make the following warranties:
GROWTHSYNTH LLP IS NOT RESPONSIBLE FOR: (A) ANY CLAIM BY YOUR END USERS THAT THEIR DATA WAS SHARED WITH A CONNECTED PLATFORM WITHOUT APPROPRIATE CONSENT OR LAWFUL BASIS; (B) ANY ENFORCEMENT ACTION BY A DATA PROTECTION AUTHORITY ARISING FROM YOUR FAILURE TO HAVE A LAWFUL BASIS FOR ADVERTISING DATA SHARING; (C) ANY SUSPENSION OR RESTRICTION OF YOUR CONNECTED PLATFORM ACCOUNTS DUE TO NON-COMPLIANCE WITH THOSE PLATFORMS' DATA SHARING POLICIES; OR (D) ANY CONSEQUENCES OF INCORRECTLY CONFIGURED CONSENT SIGNALS. ALL OF THE ABOVE ARE THE SOLE RESPONSIBILITY OF THE CUSTOMER AS DATA CONTROLLER.
Once data is transmitted to a Connected Platform (Google, Meta, or any other), that platform processes the data under its own privacy policy and as an independent data controller. Growthsynth LLP is not a joint controller with any Connected Platform. Growthsynth LLP has no control over, and accepts no responsibility for, how Connected Platforms use, retain, or further process data they receive. The relevant privacy policies are:
AI Decisions are generated by Zephra's Decision Engine using:
Growthsynth LLP staff may periodically review the performance of Autonomous Mode operations and adjust the AI system's operating parameters — including decision thresholds (how confident the AI must be before taking an action), signal weighting (how much weight is given to different data inputs), and action logic (the rules the AI uses to select between options) — as and when needed to improve accuracy, safety, and platform performance. This is system-level maintenance and improvement of the AI. Where you have enabled Autonomous Mode, our Performance Specialists may manually intervene to adjust your account-specific campaign settings as described in Section 8.8.
Your configured parameters — your Hard Spend Cap, Action Type Restrictions, and any other account-level settings you have set — are controlled by you. Growthsynth LLP does not alter your account-specific configuration without your knowledge. If manual intervention occurs, it is logged in the Reasoning Audit Trail.
Growthsynth LLP's right to maintain, update, and improve the AI Decision system, including through human review and specialist intervention, is inherent in its obligation to provide the platform described in Section 3. This oversight activity is disclosed in the Privacy Policy (Section 6.3a).
Zephra's AI capabilities are powered by models from one or more providers, currently including OpenAI, Anthropic, Google AI (Gemini), and Groq. The current list is maintained in real time at https://zephraai.com/terms/sub-processors (Schedule C). The list may change as the AI landscape evolves; changes are notified by email per Section 14.5.
Under the standard API terms published by each provider, data submitted via their API is not used to train their general-purpose models by default. Growthsynth LLP relies on these published standard terms — we have not entered into separately negotiated data processing agreements with AI model providers. We cannot independently verify each provider's internal data practices beyond what their published terms state, and those terms may change. We monitor for material changes to provider terms and will update Schedule C and notify customers if the training-use position changes for any provider.
Every AI Decision — whether a recommendation or an autonomous action — is logged in the Reasoning Audit Trail, which records: the data signals that triggered the decision, alternatives considered, and confidence level. The Reasoning Audit Trail is accessible within your account at all times and retained for 12 months. You agree to review it regularly.
The Reasoning Audit Trail is provided as a transparency and monitoring tool. Growthsynth LLP will use commercially reasonable efforts to ensure the accuracy, completeness, and availability of the Reasoning Audit Trail but does not warrant that it will be complete, uninterrupted, or free from error at all times.
In particular:
You acknowledge that:
In Supervised Mode, all significant AI Decisions are presented to you for review and approval before execution. No action is taken on your Connected Platforms without your explicit approval of that specific action.
By approving an AI Decision in Supervised Mode, you:
GROWTHSYNTH LLP ACCEPTS NO LIABILITY FOR ANY OUTCOME — INCLUDING AD SPEND, CAMPAIGN UNDERPERFORMANCE, OR ROAS REDUCTION — RESULTING FROM AI DECISIONS YOU HAVE EXPLICITLY APPROVED IN SUPERVISED MODE. APPROVAL TRANSFERS FULL RESPONSIBILITY TO YOU.
THIS SECTION GOVERNS AUTONOMOUS AI EXECUTION ON YOUR LIVE ADVERTISING ACCOUNTS. IT ALLOCATES RISK AND LIABILITY BETWEEN YOU AND GROWTHSYNTH LLP. READ EVERY SUBSECTION CAREFULLY BEFORE ENABLING AUTONOMOUS MODE.
Growthsynth LLP provides the tool. You configure and control it. You are responsible for the financial consequences of all actions the tool takes within the parameters you set. Growthsynth LLP is responsible for ensuring the tool operates within those parameters. Where a Verified Technical Failure causes the tool to act outside them, our liability is limited as described in Section 17.4 — capped at 3 months of Platform Fees.
When enabled, Autonomous Mode allows Zephra to:
Autonomous Mode does NOT — regardless of configuration — create new campaigns, increase your total Connected Platform account budgets, or spend money held by Growthsynth LLP. All actions occur within budgets that exist in your Connected Platform accounts.
An important protection: Zephra does not hold your advertising budget. It takes actions within your Connected Platforms (Meta Ads, Google Ads, etc.) using budget that exists in those platforms. Your budget is held by the platform provider — not by Growthsynth LLP. The maximum possible financial exposure from any Autonomous Mode malfunction is therefore bounded by the unspent budget in your Connected Platform accounts. Setting sensible campaign budgets in your Connected Platforms directly provides an independent, platform-enforced spending limit that operates regardless of Zephra.
Autonomous Mode CANNOT be enabled until all of the following are configured:
REQUIREMENT 1 — Hard Spend Cap: You must set a Hard Spend Cap for each ad account to be managed autonomously. This is the maximum total budget Zephra may allocate or reallocate within any 24-hour rolling period across all actions on that account. There is no default — you must set this figure explicitly. Zephra will not activate Autonomous Mode for an account without a configured Hard Spend Cap.
REQUIREMENT 2 — Action Type Restrictions: You must select which categories of action Zephra may take autonomously. Any action category not explicitly enabled requires Supervised Mode approval regardless of Autonomous Mode status.
REQUIREMENT 3 — Supervised Mode Review Period (Strongly Recommended): We strongly recommend reviewing at least 7 days of Supervised Mode AI Decisions for the relevant account before enabling Autonomous Mode. This allows you to understand how the system makes decisions for your specific campaigns and strengthens your ability to monitor effectively. This requirement is waivable — if you choose to enable Autonomous Mode without a supervised review period, you must tick the waiver checkbox in the confirmation screen. The waiver increases your personal risk exposure and reduces any claim you may have against Growthsynth LLP in the event of unexpected autonomous actions.
REQUIREMENT 4 — Monitoring Assignment: You must designate a responsible individual who will fulfil the daily and weekly monitoring obligations in Section 8.6. This person's name is logged in your account settings.
Before Autonomous Mode is activated, the platform will display a confirmation screen requiring you to tick each of the following confirmations. Autonomous Mode cannot be enabled without completing all confirmations. These confirmations are logged with a timestamp and your user ID.
THE MONITORING OBLIGATIONS IN THIS SECTION ARE CONTRACTUAL REQUIREMENTS. FAILURE TO COMPLY CONSTITUTES A FAILURE TO MITIGATE LOSS. GROWTHSYNTH LLP'S LIABILITY WILL BE REDUCED IN PROPORTION TO — AND MAY BE ELIMINATED BY — THE CUSTOMER'S FAILURE TO MONITOR AS REQUIRED.
In-Platform Monitoring (minimum every 2 business days)
While Autonomous Mode is enabled, the designated monitoring individual must log into the Zephra platform and review the Reasoning Audit Trail at minimum once every 2 business days. The platform provides real-time access to all autonomous actions taken on all connected accounts. This review must be performed by a human being — it cannot be delegated to an automated process.
During each review, the individual must:
Upon Detection of Any Anomaly (platform alert or self-identified)
If the Customer identifies — or by complying with Section 8.6 should have identified — any of the following:
The Customer must immediately:
By enabling Autonomous Mode, you acknowledge and agree that Growthsynth LLP performance specialists may, at their sole discretion and on a case-by-case basis, monitor your campaigns. Where deemed necessary by Growthsynth LLP to improve campaign performance, mitigate results-reducing changes, or prevent budget waste, our specialists may manually modify your campaign parameters, including those previously configured by you. You acknowledge that such intervention is not guaranteed, is performed only when deemed necessary by us, and is a condition of using Autonomous Mode. Any such manual intervention is performed as an exercise of professional judgement call made in good faith to support Customer objectives. Growthsynth LLP accepts no liability for the financial outcome (positive or negative) of such manual interventions, which are expressly excluded from the definition of a Verified Technical Failure.
FAILURE TO REPORT WITHIN 24 HOURS OF IDENTIFICATION — OR FAILURE TO IDENTIFY AN ISSUE THAT WOULD HAVE BEEN IDENTIFIED BY COMPLIANCE WITH SECTION 8.6 — CONSTITUTES A FAILURE TO MITIGATE. CLAIMS FOR LOSS THAT OCCURRED DURING A PERIOD WHERE THE CUSTOMER FAILED TO MONITOR OR FAILED TO ACT PROMPTLY UPON IDENTIFYING AN ISSUE WILL NOT BE ACCEPTED.
You may switch from Autonomous Mode to Supervised Mode at any time from your account dashboard. The switch takes effect immediately. Actions already queued for execution at the time of the switch will be completed; no new autonomous actions will be initiated after the switch.
All software contains bugs. You acknowledge that Zephra may, from time to time, behave unexpectedly due to bugs or system errors. The allocation of risk in this Section and Section 17 reflects this reality:
The best protection against any bug-related loss is your daily review of the autonomous action summary. A 5-minute daily review is your primary safeguard. The Reasoning Audit Trail, the Founder's Brief, and our Anomaly Alert system are your secondary safeguards. Growthsynth LLP's liability cap is your final safety net.
By enabling Autonomous Mode, the Customer additionally warrants that:
Zephra is powered by artificial intelligence, which is inherently probabilistic and may, from time to time, produce inaccurate, incomplete, or otherwise incorrect outputs ("Mistakes"). While we have implemented multi-layer guardrails to minimize these occurrences, you acknowledge that AI can make mistakes and you agree to double-check all AI Decisions, recommendations, and Reasoning Audit Trail entries. The onus is solely on you to verify the appropriateness of any action before or after it is executed on your Connected Platforms.
Zephra uses a feature-based pricing model. You select the features you want and pay based on your active feature selection. The following pricing components apply:
Current pricing for each feature selection is displayed on the platform pricing page and may be updated in accordance with Section 9.5.
Customers who join during the founding customer period receive pricing locked at the rates agreed at sign-up. Locked pricing applies to the Platform Fee and token rate structure in place at sign-up. It does not prevent introduction of new feature tiers or pricing for capabilities not available at sign-up.
Subscription plans renew automatically at the end of each billing cycle (monthly or annual, as selected) at the then-current rate applicable to your plan. We will send a renewal reminder email at least 7 days before each renewal date. You may cancel at any time before the renewal date from Settings → Subscription to prevent the next renewal charge. Cancellation takes effect at the end of the current billing period — you retain full access until then.
Payments are processed by Stripe Inc. (international customers) and/or Razorpay Software Pvt. Ltd. (Indian customers). By providing payment details, you authorise the relevant processor to charge your payment method per your selected plan. Payment card details are never stored by Growthsynth LLP.
All fees are exclusive of applicable taxes. Indian customers will be charged GST as required. International customers are responsible for applicable taxes in their jurisdiction.
We may change pricing for new customers at any time. For existing paying subscribers, we provide 30 days' prior notice of increases. If you do not accept a price increase, you may cancel before the new price takes effect.
Platform Fees (subscription/feature fees) are non-refundable except as required by applicable law.
Token packages are non-refundable on purchase, regardless of whether tokens have been consumed. By purchasing a token package, you accept that the purchase is final. Exception: if Growthsynth LLP permanently discontinues the Zephra platform, unconsumed token package value will be refunded on a pro-rata basis within 30 days of the discontinuation date.
Indian customers retain any rights to refunds that cannot be excluded under the Consumer Protection Act 2019. If you believe you are entitled to a refund under applicable consumer law, contact hello@zephraai.com.
If a scheduled payment fails, we will send a notification to your registered email address. If payment is not received within 24 hours of that notification, we may suspend access to the platform without further notice.
We will attempt to contact you by email before and at the time of suspension. Suspension does not delete your data — all data is retained in accordance with our Privacy Policy during the suspension period.
If payment is received within 30 days of suspension, access will be restored. If payment is not received within 30 days of suspension, we may terminate the account. On termination, data deletion follows our Privacy Policy retention schedule.
Growthsynth LLP owns all Intellectual Property Rights in the Zephra platform, its software, architecture, AI models, algorithms, user interface, brand, and documentation. Nothing in this Agreement transfers any platform IP to you.
Subject to compliance with this Agreement and payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable, limited licence to access and use the platform for your internal business purposes during the term of your account.
You retain ownership of all Customer Data. You grant us a limited, non-exclusive licence to access, process, and use Customer Data solely to provide the Zephra service. We acquire no ownership rights in Customer Data.
Feedback, suggestions, or ideas you provide about the platform may be used by us for any purpose, including product improvement, without obligation or compensation.
You may use Zephra only for lawful business marketing and advertising purposes in compliance with this Agreement and all applicable laws.
You must not use Zephra for:
We may suspend or terminate your account immediately for material violations of this Section, with notice where legally permissible.
The platform is designed for genuine marketing management use. You must not use automated scripts, bots, or tools to generate AI Decisions at volumes exceeding normal business use, to scrape or extract data at scale, or to use the platform in any way that disproportionately burdens our infrastructure. We reserve the right to throttle, suspend, or apply additional charges to accounts whose usage materially exceeds normal patterns for their plan tier. We will notify you before applying additional charges and give you the opportunity to adjust usage.
Each party will keep confidential all information received from the other party that is marked confidential or that a reasonable person would consider confidential. This does not apply to information that: (i) is or becomes publicly available without breach; (ii) was already known to the receiver; (iii) is independently developed; or (iv) is required by law to be disclosed.
We treat all Customer Data, campaign performance data, and business context as your Confidential Information and will not disclose it to third parties except as described in this Agreement, our Privacy Policy, or as required by law.
EXCEPT AS STATED IN SECTION 13.2, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, GROWTHSYNTH LLP DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT AI DECISIONS WILL BE ACCURATE OR PROFITABLE, OR THAT CAMPAIGN PERFORMANCE WILL IMPROVE AS A RESULT OF USING THE PLATFORM.
This Section 14 constitutes a Data Processing Agreement (DPA) between Growthsynth LLP (Processor) and the Customer (Controller) within the meaning of GDPR Article 28, UK GDPR Article 28, and equivalent provisions under applicable data protection law. It is effective from the moment of account creation and forms part of this Agreement. No separate signature or acceptance is required.
The Customer is the Data Controller — it determines the purposes and means of processing Personal Data. Growthsynth LLP is the Data Processor — it processes Personal Data only on the Controller's documented instructions as set out in this Agreement. Growthsynth LLP is also the Data Controller for its own customer account data (name, email, billing) — this is governed by our Privacy Policy at https://zephraai.com/privacy.
Zephra processes the following Personal Data on behalf of the Customer as Processor:
Zephra does not intentionally process special categories of Personal Data. The Customer must not use Zephra to process such data and must configure tracking to exclude it.
Growthsynth LLP will process Personal Data only on the Customer's documented instructions. The Customer's use of the platform — connecting accounts, enabling features, configuring settings — constitutes documented instructions. If applicable law requires processing that conflicts with those instructions, we will inform the Customer before processing (unless legally prohibited from doing so).
THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE LAWFULNESS OF ITS INSTRUCTIONS AND FOR HAVING ALL NECESSARY LAWFUL BASES, CONSENTS, AND RIGHTS TO INSTRUCT GROWTHSYNTH LLP TO PROCESS THE PERSONAL DATA DESCRIBED ABOVE, INCLUDING ALL INSTRUCTIONS TO SHARE DATA WITH CONNECTED PLATFORMS FOR ADVERTISING PURPOSES. GROWTHSYNTH LLP DOES NOT VERIFY WHETHER THE CUSTOMER'S INSTRUCTIONS COMPLY WITH APPLICABLE DATA PROTECTION LAW. THE CUSTOMER INDEMNIFIES GROWTHSYNTH LLP AGAINST ANY CLAIM, FINE, OR PENALTY ARISING FROM THE CUSTOMER'S FAILURE AS DATA CONTROLLER.
For the avoidance of doubt, in relation to advertising data sharing:
The Customer grants general written authorisation for Growthsynth LLP to engage sub-processors. The following system applies to all sub-processor changes, regardless of type:
The sub-processor list changes as technology evolves — particularly AI model providers, which may be updated frequently as better options emerge. Our commitment is that every infrastructure and payment sub-processor is bound by contractual data protection obligations. For AI model providers, we rely on their standard published API terms which, as of the date of this Agreement, state that API data is not used to train general-purpose models by default. If you are uncomfortable with any change, you may close your account at any time without penalty. Termination is the sole remedy for any sub-processor objection.
Infrastructure and payment processors are bound by contractual data protection obligations. AI model providers are engaged under their standard published API terms — see Section 6.2 for details.
Growthsynth LLP processes data on infrastructure that may be located in India and/or internationally, depending on current hosting providers, server availability, and configuration. Infrastructure locations may change as we adopt new providers or as existing providers change their regional offerings. We do not guarantee that data will always be processed in a specific country.
Where Personal Data is transferred outside the country in which it was collected, we ensure appropriate safeguards are in place:
The Customer's acceptance of this Agreement constitutes acceptance of these transfer mechanisms. A copy of applicable SCCs is available on request at hello@zephraai.com.
We will forward any data subject rights request received directly by us (concerning data processed on the Customer's behalf) to the Customer within 5 business days. The Customer is responsible for responding. We will provide reasonable technical assistance to support the Customer's compliance.
Upon account termination, we will cease processing, and delete or irreversibly anonymise all Customer-controlled Personal Data within 90 days, except where legally required to retain it. We will confirm deletion in writing upon request.
The Customer may audit our DPA compliance once per calendar year on 30 days' written notice. We may satisfy audit requests by providing third-party certifications (ISO 27001, SOC 2) and written questionnaire responses in lieu of on-site audits. Audit costs are borne by the Customer.
Our liability under this DPA is subject to the liability cap in Section 17.3. We are not liable for processing carried out in compliance with the Customer's documented instructions.
We implement and maintain the technical and organisational measures described in Schedule B. We review and update these measures periodically.
In the event of a Personal Data breach affecting data processed under Section 14, we will notify the Customer without undue delay and in any event within 72 hours of becoming aware of the breach. Notification will include the nature, scope, and likely consequences of the breach and the measures taken to address it.
WHERE A BREACH IS CAUSED OR CONTRIBUTED TO BY THE CUSTOMER'S FAILURE TO SECURE ITS ACCOUNT CREDENTIALS, FAILURE TO CONFIGURE TRACKING CORRECTLY, OR OTHER FAILURE TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE CONSEQUENCES OF THAT BREACH AND GROWTHSYNTH LLP'S LIABILITY IS LIMITED TO ITS OWN DIRECT CONTRIBUTION.
Neither party will be liable for delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including natural disasters, government action, telecommunications failures, cyberattacks from outside the party's systems, pandemics, or war. The affected party must notify the other within 5 business days. If a Force Majeure event affecting platform availability continues for more than 30 days, either party may terminate on 14 days' notice without penalty.
THIS SECTION IS CRITICAL. IT MATERIALLY LIMITS GROWTHSYNTH LLP'S LIABILITY TO YOU. READ IT FULLY.
To the fullest extent permitted by applicable law, Growthsynth LLP will not be liable — in contract, tort, breach of statutory duty, or otherwise — for any:
This exclusion applies even if Growthsynth LLP has been advised of the possibility of such losses.
GROWTHSYNTH LLP'S LIABILITY DOES NOT EXTEND TO: (A) TOKEN FEES PAID TO GROWTHSYNTH LLP; (B) ADVERTISING SPEND ON CONNECTED PLATFORMS (META, GOOGLE, OR OTHERWISE); (C) ANY THIRD-PARTY COSTS, FEES, OR EXPENSES. THE LIABILITY CAP IN SECTION 17.3 IS CALCULATED ON PLATFORM FEES ONLY AND EXPRESSLY EXCLUDES ALL OF THE ABOVE.
Growthsynth LLP's total aggregate liability to the Customer for all claims arising under or connected with this Agreement in any period is limited to:
THE GREATER OF: (A) THE TOTAL PLATFORM FEES (SUBSCRIPTION FEES ONLY — EXCLUDING TOKENS, AD SPEND, AND ALL THIRD-PARTY COSTS) PAID BY THE CUSTOMER TO GROWTHSYNTH LLP IN THE THREE CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) USD 100 (OR EQUIVALENT IN LOCAL CURRENCY AT THE DATE OF THE CLAIM).
For the avoidance of doubt:
The only circumstances in which Growthsynth LLP will accept liability in respect of Autonomous Mode operations are where the Customer establishes a Verified Technical Failure, defined as one of the following:
For the avoidance of doubt, Growthsynth LLP is not liable for: (i) campaign performance; (ii) unexpected advertising spend that is within your configured caps; or (iii) disagreement with the AI's strategic decisions. AI is inherently probabilistic. You accept this risk by using the platform.
WHERE THE CUSTOMER ESTABLISHES A VERIFIED TECHNICAL FAILURE, GROWTHSYNTH LLP'S SOLE AND ENTIRE LIABILITY IS:
THIS CREDIT IS GROWTHSYNTH LLP'S ENTIRE LIABILITY FOR ANY AUTONOMOUS MODE INCIDENT. NO ADDITIONAL REMEDY IS AVAILABLE FOR AD SPEND ON CONNECTED PLATFORMS, LOST REVENUE, CAMPAIGN LOSSES, OR ANY OTHER LOSS BEYOND THE CREDIT DESCRIBED.
Any claim against Growthsynth LLP — whether under Section 17.4 or otherwise — will be reduced or eliminated to the extent that:
The Customer agrees to indemnify, defend, and hold harmless Growthsynth LLP and its partners, officers, employees, and agents against all claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising from:
We agree to indemnify you against third-party claims that the Zephra platform, used in accordance with this Agreement, infringes that party's registered Intellectual Property Rights. This does not apply where infringement arises from your modification of the platform, combination with other services, or use in violation of this Agreement.
This Agreement begins at account creation and continues until terminated.
You may close your account at any time through the in-platform account closure function or by emailing hello@zephraai.com. Termination takes effect at end of current billing period. No early termination fee.
Sections 1, 10, 12, 17, 18, 20, 21, and 22 survive termination.
In the event of any dispute, the parties must first attempt to resolve the matter through good faith negotiation for a period of at least 30 days before initiating any formal proceedings.
If negotiation fails, either party may refer the dispute to mediation under the rules of the Indian Institute of Arbitration & Mediation (IIAM). Costs of mediation shall be shared equally.
If mediation fails within 60 days, disputes shall be settled by binding arbitration under the Arbitration and Conciliation Act 1996 (India). The tribunal shall consist of a sole arbitrator. Language: English. Seat: Bengaluru. For claims below INR 1,000,000, arbitration shall be conducted solely on written submissions.
Nothing in this Agreement prevents a customer from exercising their statutory rights under applicable consumer protection laws, including the Indian Consumer Disputes Redressal Commission, Australian Competition and Consumer Commission, and equivalent bodies.
Either party may seek emergency injunctive relief from a court of competent jurisdiction to protect Intellectual Property Rights or Confidential Information without first exhausting the dispute resolution process above.
This Agreement is governed by the laws of India. Mandatory consumer protection rights under the laws of the Customer's country of residence are not affected by this clause. EU and UK customers retain the benefit of mandatory EU and UK consumer law. Australian customers retain the benefit of the Australian Consumer Law.
Schedule A is maintained as a live webpage at zephraai.com/terms/schedule-a, which is always the current and authoritative list of platforms available for connection to Zephra. The webpage is updated as platforms are added or removed. No advance notice is required for additions. No document update is required — your acceptance at signup covers all current and future platforms listed on the webpage. You can choose not to connect any particular platform at any time. Connection always requires your explicit authorisation via OAuth.
To view the current list of Connected Platforms, visit: zephraai.com/terms/schedule-a
This Schedule describes Growthsynth LLP's technical and organisational measures (TOMs) as Data Processor under Section 14. These measures are current as of the Effective Date and reviewed and updated periodically.
Schedule C is maintained as a live webpage at zephraai.com/terms/sub-processors. That URL is the authoritative and always-current list. This version reflects the position at the Effective Date only.
Growthsynth LLP's infrastructure may be located in India, the United States, the European Union, or other regions depending on current hosting providers and server availability. The infrastructure location may change. All locations are subject to the same data protection obligations regardless of region. For the current infrastructure location, contact hello@zephraai.com.
This Schedule is updated as sub-processors are added or changed in accordance with Section 14.5. The online version at zephraai.com/terms/sub-processors is always current. Email notifications are sent to registered account holders when this Schedule is updated.