# ZOS Pass Subscription Terms of Service

**Version:** 2026-07-23.v1
**Status: DRAFT — PENDING ATTORNEY REVIEW. Do not present to external customers until counsel has approved this document.**

These Terms of Service ("Terms") govern access to and use of ZOS Pass, the
hosted restaurant-operations software service ("Service") provided by Zorro's
("Provider", "we"). By checking the acceptance box during signup ("click-wrap
acceptance"), the business identified in the signup form ("Customer", "you")
agrees to these Terms. Acceptance is recorded with the terms version, a
content hash of this document, a timestamp, and the accepting connection's
network address.

## 1. The Service

1.1 ZOS Pass provides AI-assisted phone answering, order capture, messaging,
reporting, and related restaurant-operations tools, delivered as hosted
software.

1.2 The Service prepares drafts and records for Customer review. It does not
file payroll, taxes, or accounting records; does not provide legal,
accounting, or tax advice; and does not execute marketing sends or take
payment by voice unless separately approved in a written scope.

## 2. Fees and Billing

2.1 **Rate card.** Usage is metered against the published ZOS Pass rate card
shown at signup and available in the Service. Prices are in U.S. dollars.

2.2 **Free trial.** New accounts may receive a one-time grant of trial
credits valid for the published trial window. Nothing is charged during the
trial and no payment method is required to start it. When trial credits are
exhausted or the window ends, metered usage pauses until a plan is chosen.

2.3 **Plans.** "Limited" is pay-per-use under a hard monthly spend cap with
no access fee. "Full" carries the published monthly access fee plus
pay-per-use charges. Plan activation requires Provider confirmation.

2.4 **Monthly billing in arrears.** Fees for each calendar month (access fee
plus metered usage, less any prepaid credits) are charged to the Customer's
saved payment method at the start of the following month. The Customer
authorizes Provider to charge the saved payment method for these amounts
without further approval per charge ("off-session" charging).

2.5 **Spend caps.** If the Customer sets a monthly spend cap, metered usage
that would exceed the cap is refused rather than billed.

2.6 **Failed payment.** If a monthly charge fails, Provider may suspend
metered usage until payment is resolved. Provider will not silently retry a
failed charge more than once per invoice without notice.

2.7 **Disputes.** Billing disputes must be raised within 60 days of the
charge. Undisputed portions remain payable.

## 3. Customer Responsibilities

3.1 Customer is responsible for the accuracy of its business information,
menu, pricing, hours, and for reviewing drafts the Service prepares.

3.2 Customer will use messaging features only with legally sufficient
consent from recipients and in compliance with applicable law (including
TCPA and state equivalents). Marketing sends require Customer's own consent
records.

3.3 Customer may not resell the Service, use it on behalf of a business not
named on the account, or attempt to circumvent metering, caps, or access
controls.

## 4. Data

4.1 Customer data (menu, orders, customer contacts, call and message
records) belongs to the Customer. Provider processes it only to deliver and
improve the Service and as required by law.

4.2 On written request, Provider will export or delete the Customer's data
as described in the Service's data-subject request tooling, subject to
records Provider must retain by law (e.g., tax and payment records).

4.3 Payment card data is handled by Provider's payment processor (Stripe)
and is not stored by Provider.

## 5. Availability and Support

5.1 The Service is provided without an uptime guarantee or service-level
agreement. Provider aims for high availability but the Service may be
interrupted for maintenance, upgrades, or failures.

5.2 Support is provided on a commercially reasonable basis. Purchased
support credits are consumed per the rate card.

## 6. Term, Suspension, and Termination

6.1 These Terms apply from acceptance until terminated. Either party may
terminate at any time with notice; Customer remains responsible for fees
incurred through the end of the current billing month.

6.2 Provider may suspend the Service for non-payment (§2.6), for a security
risk, or for use that violates §3. Where practical, Provider will give
notice before or promptly after suspension.

6.3 On termination, Customer may request a data export (§4.2) within 30
days.

## 7. Disclaimers and Liability

7.1 THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS
OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.

7.2 AI-generated output (order drafts, transcripts, reports, marketing
drafts) may contain errors and requires Customer review before reliance.

7.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER'S TOTAL LIABILITY
ARISING OUT OF THESE TERMS IS LIMITED TO THE FEES CUSTOMER PAID FOR THE
SERVICE IN THE THREE (3) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY,
AND NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES.

## 8. General

8.1 **Changes.** Provider may update these Terms with notice; continued use
after the effective date of a new version — or acceptance of the new version
in the Service — constitutes agreement. Charges are always governed by the
most recent version the Customer accepted.

8.2 **Governing law.** These Terms are governed by the laws of the State of
New Jersey, without regard to conflict-of-law rules. Venue lies in the state
or federal courts located in New Jersey.

8.3 **Entire agreement.** These Terms plus the rate card and any written
scoped approvals are the entire agreement and supersede prior discussions.

8.4 **Assignment.** Customer may not assign these Terms without Provider's
consent; Provider may assign to an affiliate or successor.

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*Attorney-review notes (remove before publication): confirm §2.4 off-session
authorization language against Stripe's SCA/off-session requirements;
confirm §7.3 liability cap enforceability in NJ; confirm §4.2 retention
carve-outs match the retention ledger in docs/compliance/; decide whether a
separate privacy policy should be referenced in §4.*