Terms of Service

Last Updated: March 16, 2026

1. Acceptance of Terms

These Terms of Service ("Terms") form a binding agreement between you and Zerate, Inc. ("Zerate," "we," "our," or "us") governing your access to and use of the Zerate website, applications, dashboards, APIs, campaigns, communications, and related services (collectively, the "Service"). By accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you use the Service on behalf of a company, organization, or other entity, you represent and warrant that you have authority to bind that entity, and "you" includes both you and that entity.

2. Description of Service

Zerate provides software and related tools that allow businesses and other authorized users to create, send, manage, and measure digital gifts, coupons, referral incentives, promotional offers, marketing campaigns, and related recipient communications. The Service may include campaign creation tools, recipient delivery workflows, analytics, redemption tracking, fraud monitoring, and integrations with third-party providers.

Zerate is a technology platform. Unless expressly stated in a separate written agreement signed by Zerate, Zerate is not the merchant of record for third-party goods or services, does not manufacture products, and does not independently guarantee that any merchant, sender, or third-party provider will fulfill any gift, offer, reward, or promotion.

3. Eligibility and Authority

You may use the Service only if:

• you are at least 18 years old;
• you are legally capable of entering into a binding agreement;
• you are not prohibited from using the Service under applicable law; and
• if you act for a business or organization, you have authority to do so.

4. Accounts and Security

You may be required to create an account to access some or all features. You agree to provide accurate, current, and complete information and to keep that information updated.

You are responsible for:

• maintaining the confidentiality of your credentials;
• restricting access to your account and devices;
• all activity that occurs under your account; and
• promptly notifying Zerate of any suspected unauthorized access or misuse.

Zerate may require identity, payment, business, or domain verification before enabling certain features.

5. Acceptable Use

You may not, and may not permit any third party to, use the Service to:

• violate any applicable law, regulation, court order, code, or industry rule;
• send spam, unlawful commercial email, or other unsolicited or abusive communications;
• upload, publish, distribute, or transmit deceptive, misleading, defamatory, infringing, harmful, or fraudulent content;
• impersonate any person or entity or misrepresent your identity, affiliation, authority, offer, or promotion;
• create fake accounts, engage in self-referrals, reward farming, bot activity, click fraud, coupon arbitrage, or similar abuse;
• interfere with or disrupt the integrity, security, or performance of the Service;
• access the Service through scraping, crawling, or unauthorized automated extraction;
• reverse engineer, decompile, or attempt to derive source code except to the extent such restriction is prohibited by law;
• use the Service to exploit minors, collect sensitive personal data without authorization, or infringe third-party rights; or
• use the Service in connection with illegal lotteries, unlawful sweepstakes, or promotions that do not comply with applicable law.

6. User Content and Campaign Materials

You may submit or upload text, images, logos, recipient lists, campaign configurations, offers, promotion rules, and other materials ("User Content"). You retain ownership of your User Content, subject to the rights you grant to Zerate in these Terms.

You grant Zerate a worldwide, non-exclusive, royalty-free license to host, reproduce, process, adapt, display, distribute, and otherwise use User Content as reasonably necessary to operate, improve, secure, support, and provide the Service and related communications.

You represent and warrant that:

• you own or control all rights necessary for Zerate to use the User Content as contemplated by these Terms;
• the User Content and your use of it do not violate law or third-party rights;
• you have any required rights, notices, and consents for recipient data and campaign materials; and
• your offers, campaigns, and messages are truthful and not misleading.

7. Platform Role; Sender and Merchant Responsibility

Zerate provides software infrastructure only. Businesses, senders, and merchants are solely responsible for:

• the legality, accuracy, and content of their campaigns and messages;
• satisfying promotion, sweepstakes, contest, advertising, privacy, tax, and consumer-protection requirements;
• honoring offers, rewards, gifts, and promotions;
• product quality, fulfillment, shipping, returns, substitutions, and customer support for underlying goods or services; and
• handling disputes with recipients or customers relating to the underlying offer or product.

Zerate does not review every campaign or message for legal compliance and does not assume responsibility for sender content or merchant fulfillment.

8. Recipient Communications and Anti-Spam Allocation of Responsibility

If you initiate invitations, gifts, referrals, or promotional messages using the Service, you are solely responsible for ensuring that recipients have a reasonable expectation of receiving those communications or that another lawful basis exists for sending them. Zerate does not verify recipient consent for every communication and is not responsible for unsolicited communications initiated by users, customers, or business senders through the Service.

You must comply with all applicable marketing and communications laws, including laws governing commercial email, text messaging, referral invites, suppression lists, consent, disclosures, and opt-out processing.

9. Payments, Billing, and Credits

Certain features may require payment of subscription fees, campaign fees, usage fees, processing fees, vendor pass-through charges, or other amounts. You authorize Zerate and its payment processors to charge all amounts due using your selected payment method.

Unless otherwise stated in a written agreement:

• all fees are stated in U.S. dollars;
• fees are non-refundable except as required by law or expressly stated by Zerate;
• you are responsible for any applicable taxes, duties, levies, or similar governmental charges, excluding taxes on Zerate's net income;
• Zerate may suspend or limit access for late or failed payments; and
• Zerate may change pricing prospectively by posting updated pricing or otherwise providing notice.

Credits, coupons, promotional balances, and trial amounts have no cash value unless required by law and may be modified, limited, or canceled in cases of abuse, error, fraud, or expiration.

10. Third-Party Services and Integrations

The Service may interoperate with third-party services such as payment processors, fulfillment providers, email delivery vendors, analytics providers, cloud infrastructure providers, social platforms, and e-commerce tools. Your use of third-party services is governed by those providers' own terms and policies.

Zerate is not responsible for third-party services, including their availability, security, performance, data practices, products, pricing, acts, or omissions. Zerate may add, remove, or modify integrations at any time.

11. Intellectual Property

The Service, including all software, code, interfaces, design, text, graphics, trademarks, service marks, logos, know-how, aggregated analytics, and other materials provided by Zerate, is owned by Zerate or its licensors and protected by intellectual property and other laws.

Except for the limited right to use the Service in accordance with these Terms, no right, title, or interest is transferred to you. You may not use Zerate's name, logos, or branding without prior written permission, except as allowed by law.

12. Suspension and Termination

Zerate may suspend, restrict, or terminate your access to all or part of the Service, with or without notice, if:

• you violate these Terms or any related policy;
• Zerate believes your use poses fraud, abuse, legal, reputational, security, or operational risk;
• payment is overdue or disputed;
• required verification is not completed; or
• Zerate is required to do so by law or a third-party provider.

You may stop using the Service at any time. Provisions that by their nature should survive will survive termination, including provisions relating to fees owed, intellectual property, disclaimers, limitations of liability, indemnification, dispute resolution, and general terms.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ZERATE AND ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND PARTNERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

ZERATE DOES NOT WARRANT THAT CAMPAIGNS WILL PERFORM AS EXPECTED, THAT DELIVERABILITY WILL BE PERFECT, THAT REFERRALS OR PROMOTIONS WILL GENERATE ANY PARTICULAR RESULT, OR THAT ANY THIRD PARTY WILL FULFILL AN OFFER, REWARD, OR PRODUCT.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZERATE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, BUSINESS OPPORTUNITY, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ZERATE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO ZERATE FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

15. Indemnification

You will defend, indemnify, and hold harmless Zerate and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, demands, actions, proceedings, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• your use of the Service;
• your User Content, campaigns, offers, rewards, promotions, or recipient communications;
• your violation of these Terms or any related policy;
• your violation of applicable law or third-party rights; or
• disputes between you and any recipient, customer, merchant, vendor, or third party.

16. Dispute Resolution; Arbitration; Class Action Waiver

Please contact legal@zerate.com first so the parties can attempt to resolve disputes informally.

Except where prohibited by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its applicable consumer or commercial rules, as appropriate. Arbitration will take place in California unless the parties agree otherwise, and judgment on the award may be entered in any court of competent jurisdiction.

YOU AND ZERATE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, EXCEPT TO THE EXTENT SUCH WAIVER IS PROHIBITED BY LAW.

Nothing in this section prevents either party from seeking injunctive or equitable relief for misuse of intellectual property, confidential information, or unauthorized access to the Service, or from bringing eligible claims in small claims court.

17. Changes to the Service and Terms

Zerate may modify, suspend, or discontinue all or part of the Service at any time. Zerate may update these Terms from time to time. Updated Terms become effective when posted or as otherwise stated. Your continued use of the Service after the effective date of updated Terms constitutes acceptance of the revised Terms.

18. General Terms

These Terms and any policies expressly incorporated by reference form the entire agreement between you and Zerate regarding the Service, except for any separate written agreement signed by Zerate.

If any provision is held unenforceable, the remaining provisions remain in full force and effect. Zerate's failure to enforce any provision is not a waiver. You may not assign these Terms without Zerate's prior written consent. Zerate may assign these Terms in connection with a merger, acquisition, reorganization, or sale of assets.

Zerate will not be liable for failure or delay caused by events beyond its reasonable control, including acts of God, natural disasters, labor disputes, internet or utility failures, cyberattacks, war, terrorism, civil unrest, epidemics, governmental action, or third-party service disruptions.

19. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles, except to the extent preempted by applicable federal law.

20. Related Policies

Your use of the Service may also be governed by additional policies and terms, including Zerate's Privacy Policy, Referral Program Terms, Coupon & Reward Terms, Business Sender Agreement, Promotion & Sweepstakes Rules, Anti-Fraud & Abuse Policy, Recipient Invitation & Forwarding Policy, and Email Marketing Compliance Policy.

21. Contact

Questions about these Terms may be sent to legal@zerate.com.

Zerate, Inc.
United States

Legal: legal@zerate.com
Privacy: privacy@zerate.com
DMCA: dmca@zerate.com
Support: support@zerate.com