Terms of Service

1. Introduction and Acceptance

Welcome to Zagenta (“Platform,” “we,” “us,” or “our”). Zagenta is an online marketplace that connects sellers of AI agent software products (“Sellers”) with buyers (“Buyers”) seeking to purchase those products. These Terms of Service (“Terms”) constitute a legally binding agreement between you and Zagenta governing your access to and use of the Platform.

By creating an account, accessing, or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use the Platform.

We may update these Terms from time to time. If we make material changes, we will notify you via email or a prominent notice on the Platform at least 30 days before the changes take effect. Your continued use of the Platform after the updated Terms take effect constitutes your acceptance of the revised Terms.

2. Eligibility

To use Zagenta, you must be at least 18 years of age (or the age of majority in your jurisdiction, whichever is greater) and have the legal capacity to enter into a binding contract. If you are using the Platform on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

Accounts are personal. You may not share account credentials or allow others to access your account. You are responsible for all activity that occurs under your account. If you suspect unauthorized access, you must notify us immediately.

3. The Marketplace

Zagenta provides the technology platform and payment infrastructure that allows Sellers to list AI agent products and Buyers to discover and purchase them. Zagenta is not a party to the transaction between Buyer and Seller. Each Seller is an independent entity responsible for the quality, accuracy, legality, and delivery of their listed products.

Zagenta does not guarantee the functionality, suitability, or safety of any product listed on the Platform. While we review listings for compliance with our guidelines, we do not test, audit, or certify the code, behavior, or output of listed AI agents.

3.1 Seller Responsibilities

As a Seller, you agree to:

• Provide accurate, complete, and non-misleading descriptions of your products, including functionality, requirements, compatibility, and limitations.
• Ensure that your products do not infringe the intellectual property rights of any third party.
• Comply with all applicable laws and regulations in the jurisdictions where your products are offered.
• Respond to buyer inquiries and support requests in a timely manner (within 72 hours for initial response).
• Keep your products up to date, including addressing known bugs and security vulnerabilities.
• Complete Stripe’s identity verification (Know Your Customer) process before receiving payouts.

3.2 Buyer Responsibilities

As a Buyer, you agree to:

• Review product descriptions, requirements, and compatibility information before purchasing.
• Use purchased products in accordance with the license terms specified by the Seller.
• Not redistribute, resell, or share purchased products unless the license permits it.
• Provide honest and constructive feedback when leaving reviews. Reviews must not contain defamatory, abusive, or misleading content.

4. Purchases and Payments

All payments on Zagenta are processed securely through Stripe. Zagenta does not store your full credit card details on our servers. By making a purchase, you authorize Stripe to charge the payment method you provide.

Prices are set by Sellers and displayed in USD. Applicable taxes (sales tax, VAT, GST) are calculated at checkout based on your location and added to the purchase total. Tax calculations are handled by Stripe Tax.

4.1 Platform Fee

Zagenta charges a platform fee on each sale. The current platform fee is displayed to Sellers on their dashboard and is deducted from the sale amount before payout. Sellers receive the sale price minus the platform fee and any applicable Stripe processing fees.

4.2 Digital Delivery

All products on Zagenta are digital goods. Upon successful payment, Buyers receive access to their purchased product through the Platform. Delivery is typically immediate but may take up to a few minutes to process. Access is granted through your Zagenta library, where you can download the product.

4.3 Pricing Changes

Sellers may change the price of a listed product at any time. Price changes do not affect previously completed purchases. If you have already purchased a product, you retain access to the version you purchased at the price you paid.

5. Refunds and Disputes

Because Zagenta sells digital goods, refunds are handled on a case-by-case basis. Our refund policy aims to balance buyer protection with fair treatment of Sellers.

5.1 Eligible Refund Scenarios

You may request a refund if:

• The product does not function as described in the listing.
• The product was not delivered (you did not receive access after payment).
• The product contains malicious code or behavior not disclosed in the listing description.
• You were charged multiple times for the same product due to a technical error.

5.2 Refund Process

Refund requests must be submitted within 14 days of purchase through the Platform’s dispute system. When you submit a refund request, the Seller is notified and given 72 hours to respond. If the Seller does not respond within this period, Zagenta will review the request and make a determination.

5.3 Non-Refundable Situations

Refunds are generally not available if:

• You simply changed your mind about the purchase.
• The product works as described but does not meet your subjective expectations or preferences.
• You purchased the wrong product without checking the listing details.
• More than 14 days have passed since the purchase (except in cases of fraud or non-delivery).

For detailed refund procedures, see our Refund Policy.

6. Intellectual Property

The Zagenta Platform, including its design, code, branding, logos, and documentation, is the intellectual property of Zagenta and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works of the Platform without our express written permission.

6.1 Seller Content

Sellers retain ownership of their listed products and content. By listing a product on Zagenta, Sellers grant Zagenta a non-exclusive, worldwide, royalty-free license to display, market, and distribute the product listing and associated media (screenshots, descriptions, demo content) on the Platform and in marketing materials.

6.2 Buyer License

When a Buyer purchases a product, the Buyer receives the license specified by the Seller in the product listing. This license is granted by the Seller, not by Zagenta. Zagenta is not responsible for interpreting or enforcing license terms between Buyers and Sellers.

6.3 DMCA and Copyright Claims

If you believe a product listed on Zagenta infringes your copyright, you may submit a takedown notice in accordance with the Digital Millennium Copyright Act (DMCA). See our DMCA Policy for the required notice format and process.

7. Prohibited Content and Conduct

You may not use Zagenta to list, sell, purchase, or distribute products that:

• Are designed for illegal activities or facilitate criminal conduct.
• Perform unauthorized data collection, scraping, surveillance, or credential harvesting.
• Contain malware, ransomware, spyware, or any intentionally harmful code.
• Infringe on the intellectual property, trade secrets, or proprietary rights of others.
• Generate, distribute, or facilitate the creation of child sexual abuse material (CSAM) or non-consensual intimate imagery.
• Impersonate real individuals or organizations, or generate deepfakes designed to deceive.
• Automate spam, phishing, social engineering, or other fraudulent communications.
• Violate the terms of service of third-party platforms, APIs, or services that the agent interacts with.

Zagenta reserves the right to remove any listing and suspend or terminate any account that violates these prohibitions, with or without notice. See our Seller Guidelines for detailed content policies.

8. Account Suspension and Termination

Zagenta may suspend or terminate your account, or restrict your access to the Platform, if we reasonably believe that:

• You have violated these Terms or any of our published policies.
• Your account has been used for fraudulent or illegal activity.
• Your continued access poses a risk to other users or to the Platform.
• You have provided false or misleading information during registration or identity verification.

If we suspend or terminate your account, we will notify you with an explanation unless doing so would compromise an ongoing investigation or violate a legal obligation. You may appeal account actions by contacting our support team.

8.1 Effect of Termination

Upon account termination, your access to the Platform is revoked. Buyers retain access to previously purchased products subject to the license terms. Sellers are entitled to receive outstanding payouts for completed, non-disputed transactions.

9. Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Platform, you consent to the practices described in our Privacy Policy.

10. Disclaimer of Warranties

The Platform is provided “as is” and “as available” without warranties of any kind, whether express, implied, or statutory. Zagenta disclaims all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Without limiting the foregoing, Zagenta does not warrant that the Platform will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Platform is free of viruses or other harmful components. Zagenta does not warrant the quality, accuracy, reliability, or functionality of any product listed by Sellers on the Platform.

11. Limitation of Liability

To the maximum extent permitted by applicable law, Zagenta and its officers, directors, employees, agents, and affiliates shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, revenue, business opportunities, or goodwill, arising out of or in connection with your use of the Platform, any product purchased through the Platform, or any transaction between Buyers and Sellers.

In no event shall Zagenta’s total aggregate liability to you exceed the greater of (a) the amount you paid to Zagenta in platform fees during the twelve months preceding the claim, or (b) one hundred US dollars ($100.00).

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

12. Indemnification

You agree to indemnify, defend, and hold harmless Zagenta and its officers, directors, employees, agents, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

• Your use of the Platform.
• Your violation of these Terms or any applicable law.
• Your products (if you are a Seller), including any claims of intellectual property infringement, product defects, or misrepresentation.
• Any dispute between you and another user of the Platform.

13. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

13.1 Informal Resolution

Before filing any formal legal proceeding, you agree to attempt to resolve the dispute informally by contacting us. We will try to resolve the dispute informally within 60 days of receiving your notice.

13.2 Arbitration

If the dispute cannot be resolved informally, you and Zagenta agree to resolve any remaining dispute through binding arbitration conducted in accordance with the rules of the American Arbitration Association (“AAA”). The arbitration shall take place in Delaware or, at your election, via video conference.

13.3 Class Action Waiver

You agree that disputes will be resolved on an individual basis, not as part of a class, consolidated, or representative action. If this class action waiver is found to be unenforceable, the entirety of this arbitration provision shall be null and void.

14. Contact Us

If you have questions about these Terms of Service, please contact us:

• Email: legal@zagenta.ai
• Contact form: zagenta.ai/contact