Terms of Service
Effective date: 2026-10-07 · Last updated: 2026-10-07
These Terms of Service (the "Terms") are a binding agreement between you ("you", "Customer") and Zyverna, Inc., a Delaware C Corporation ("Zyverna", "we", "us"). They govern your access to and use of the Zyverna website at https://zyverna.com, the Zyverna web application, agent features, application programming interfaces ("API"), and any related software, documentation and services (together, the "Service").
By creating an account, clicking "I agree", purchasing credits or a subscription, or otherwise using the Service, you accept these Terms. If you use the Service on behalf of an organization, you represent that you have authority to bind that organization, and "you" refers to that organization.
Summary (not a substitute for the Terms): You keep ownership of your code and content. You pay for usage with credits. We don't train on your data. Don't misuse the Service. The Service is provided "as is" and our liability is limited. Disputes are resolved by arbitration in Delaware, with an opt-out.
1. Eligibility and accounts
1.1 Age. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) to use the Service. The Service is not directed to children under 16.
1.2 Account registration. You must provide accurate, complete and current information and keep it updated. You are responsible for all activity under your account and for keeping your credentials and API keys confidential. Notify us immediately at [email protected] of any unauthorized use.
1.3 Organizations. Business and Scale accounts are administered by one or more account administrators who may add, remove and manage members, access usage data and configure settings on behalf of the organization.
2. The Service
2.1 Description. Zyverna provides AI-assisted software development tools, including conversational assistance, an autonomous "agent" mode that can read, create and modify files in a workspace and execute code within a sandbox, and an OpenAI-compatible API for programmatic access to models offered through the Service.
2.2 Third-party models. The Service relies on large language models and infrastructure operated by third-party providers listed on our Subprocessors page. Model availability, behavior and pricing may change. We may add, replace or retire models with reasonable notice where practicable.
2.3 Changes. We may modify the Service, including adding or removing features. We will not materially reduce core functionality of a paid plan during a paid term without offering a pro-rated refund.
2.4 Beta features. Features labeled alpha, beta, preview or similar are provided for evaluation, may be discontinued at any time and are excluded from any service commitments.
3. Plans, credits and payment
3.1 Credits. Usage of the Service is measured in credits. Credit prices per model and feature are published at https://zyverna.com/pricing and may be updated prospectively. Credits have no cash value, are not transferable between accounts, and may not be resold.
3.2 Included credits. Subscription plans (Starter, Pro, Business and Scale) include a monthly allocation of credits that resets at the start of each billing cycle. Unused included credits do not roll over. New accounts may receive a one-time grant of welcome credits, which has no cash value and may be withdrawn in cases of abuse.
3.3 Purchased credits. A subscription is not required to use the Service. You may purchase credits ("top-ups") for any amount between the published minimum and maximum, in US Dollars (USD), Canadian Dollars (CAD), Euros (EUR) or British Pounds (GBP). Non-USD prices are converted from USD at the rate shown at checkout and locked at the time of purchase. Purchased credits do not expire while your account is in good standing and are consumed only after included credits are exhausted. Purchased credits expire 12 months after account closure or termination.
3.4 Subscriptions. Subscriptions renew automatically at the end of each billing period (monthly or annual) until cancelled. You authorize us and our payment processor to charge your payment method for recurring fees, applicable taxes and any usage beyond included credits that you have enabled.
3.5 Price changes. We may change subscription prices with at least 30 days' notice by email. Changes take effect at your next renewal. If you do not agree, you may cancel before the renewal.
3.6 Taxes. Fees exclude taxes. You are responsible for all sales, use, VAT, GST and similar taxes, which we will calculate and collect where required by law based on the billing information you provide. If you provide a valid VAT or GST registration number, reverse-charge may apply.
3.7 Payment processing. Payments are processed by Stripe, Inc. and its affiliates ("Stripe"). By making a payment you also agree to the Stripe Services Agreement as applicable. We do not store full card numbers.
3.8 Failed payments. If a payment fails, we may retry it, suspend paid features and downgrade your account to the free plan after a reasonable grace period. You remain responsible for any unpaid amounts.
3.9 Refunds and cancellation. Refunds and cancellations are governed by our Refund & Cancellation Policy, which forms part of these Terms.
4. Your content and workspace data
4.1 Ownership. You retain all rights, title and interest in the code, files, prompts, instructions and other materials you submit to the Service ("Input") and the outputs generated by the Service in response to your Input ("Output", together with Input, "Customer Content"). To the extent permitted by law, we assign to you any rights we may have in Output.
4.2 License to us. You grant us a worldwide, non-exclusive, royalty-free license to host, process, transmit, display and otherwise use Customer Content solely to provide, secure and support the Service, to comply with law, and to enforce these Terms.
4.3 No training. We do not use Customer Content to train or fine-tune machine learning models, and we contractually require our model providers not to do so. Where available, Privacy Mode (Business and Scale plans) additionally enables zero data retention at the model provider.
4.4 Your responsibilities. You represent that you have all rights necessary to submit Customer Content and that your use of the Service does not violate any law or third-party right. You are responsible for reviewing Output before relying on it or deploying it.
4.5 Similarity of Output. Because of the nature of machine learning, Output may not be unique and other customers may receive similar or identical Output. We make no guarantee that Output is free of third-party rights.
4.6 Agent actions. Agent mode executes actions you authorize, such as modifying files in your workspace or running code in a sandbox. You are responsible for supervising agent runs and for any consequences of applying Output to your systems.
5. Acceptable use
Your use of the Service must comply with our Acceptable Use Policy, which forms part of these Terms. In summary, you may not use the Service to violate law, infringe rights, create malware, harass or deceive, circumvent usage limits, reverse engineer the Service, or build a competing model from Output.
6. API terms
6.1 Keys. API keys are confidential and tied to your account. You are responsible for all usage under your keys, including by your applications and end users.
6.2 Rate limits. We may impose rate limits and spend limits. Attempting to circumvent limits is prohibited.
6.3 Your applications. If you offer applications built on the API to others, you must (a) comply with applicable law, (b) provide your own terms and privacy notice, (c) not misrepresent the origin of Output, and (d) ensure your users comply with the Acceptable Use Policy.
6.4 Compatibility. The API is designed to be compatible with common industry interfaces. We do not guarantee compatibility with any third party's API changes.
7. Intellectual property
7.1 Our IP. The Service, including software, models we train, interfaces, documentation, brand and all related intellectual property, is owned by Zyverna and its licensors. Except for the limited rights expressly granted, no rights are granted to you.
7.2 Feedback. If you provide suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without obligation to you.
7.3 Trademarks. "Zyverna" and our logos are trademarks of Zyverna, Inc.. You may not use them without our prior written consent, except to accurately refer to the Service.
8. Confidentiality
Each party will protect the other's non-public information disclosed in connection with the Service using at least reasonable care and will use it only to perform under these Terms. This does not apply to information that is public, independently developed, or rightfully received from a third party. A party may disclose confidential information when required by law after giving reasonable notice where permitted.
9. Privacy and data protection
Our collection and use of personal data is described in our Privacy Policy. Where we process personal data on your behalf as a processor, our Data Processing Addendum applies and is incorporated by reference.
10. Security
We maintain administrative, technical and physical safeguards designed to protect Customer Content, as described on our Security page. No method of transmission or storage is completely secure, and you are responsible for securing your own accounts, devices and systems.
11. Suspension and termination
11.1 By you. You may stop using the Service and close your account at any time from account settings or by contacting [email protected].
11.2 By us. We may suspend or terminate your access if you materially breach these Terms, if required by law, if your use poses a security or legal risk to us or others, or for non-payment. Where practicable we will give notice and an opportunity to cure.
11.3 Effect. Upon termination your right to use the Service ends. We will make Customer Content available for export for 30 days after termination (except where terminated for breach or prohibited by law), after which it will be deleted in accordance with our retention schedule. Sections that by their nature should survive (including 3, 4.1, 7, 8, 12, 13, 14 and 16) survive termination.
12. Disclaimers
THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZYVERNA AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY AND UNINTERRUPTED OR ERROR-FREE OPERATION. ARTIFICIAL INTELLIGENCE OUTPUT MAY BE INACCURATE, INCOMPLETE OR INAPPROPRIATE; YOU MUST INDEPENDENTLY EVALUATE OUTPUT BEFORE RELYING ON IT. THE SERVICE IS NOT DESIGNED FOR USE IN SAFETY-CRITICAL SYSTEMS.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) ZYVERNA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR (ii) ONE HUNDRED US DOLLARS (US$100). THESE LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING FOR FRAUD, GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
14. Indemnification
You will defend, indemnify and hold harmless Zyverna and its officers, directors, employees and agents from any claims, damages, liabilities and expenses (including reasonable legal fees) arising from your Customer Content, your applications, your violation of these Terms or applicable law, or your infringement of third-party rights. We will defend you against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a patent, copyright or trademark, and pay resulting damages finally awarded, provided you notify us promptly and cooperate with us. This does not cover claims arising from Customer Content, combinations with items not provided by us, or Output.
15. Consumer rights
If you are a consumer in the European Economic Area, United Kingdom, Canada or another jurisdiction with mandatory consumer protection laws, nothing in these Terms limits rights you have under those laws that cannot be waived by contract, including statutory withdrawal rights described in our Refund & Cancellation Policy. EU consumers may also use the European Commission's Online Dispute Resolution platform.
16. Governing law and dispute resolution
16.1 Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws rules, and the Federal Arbitration Act.
16.2 Informal resolution. Before filing a claim, you agree to contact us at [email protected] and attempt in good faith to resolve the dispute for at least 30 days.
16.3 Arbitration. Any dispute not resolved informally will be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer or Commercial Arbitration Rules, as applicable, seated in Wilmington, Delaware. Either party may seek relief in small-claims court or seek injunctive relief for intellectual property or unauthorized use in any court of competent jurisdiction.
16.4 Class action waiver. Disputes will be resolved on an individual basis only. You and Zyverna waive any right to participate in a class, collective or representative action.
16.5 Opt-out. You may opt out of arbitration by emailing [email protected] within 30 days of first accepting these Terms with your name, account email and a clear statement that you opt out. If you opt out, disputes will be resolved exclusively in the state or federal courts located in Wilmington, Delaware, and you consent to their jurisdiction.
16.6 Consumers. If you are a consumer in a jurisdiction that does not permit mandatory arbitration or the choice of law above, this Section applies only to the extent permitted and you may bring claims in your local courts under your local law.
17. General
17.1 Export and sanctions. You may not use the Service in violation of US export control or sanctions laws, or if you are located in an embargoed country or on a restricted-party list.
17.2 US Government. The Service is "commercial computer software" and is provided to US Government users with only those rights granted to all other users.
17.3 Assignment. You may not assign these Terms without our consent. We may assign them in connection with a merger, acquisition or sale of assets.
17.4 Notices. We may provide notices by email to your account address or through the Service. Legal notices to us must be sent to [email protected] and to Zyverna, Inc., [Registered Agent Address — provided by Stripe Atlas], Wilmington, DE 19801, United States.
17.5 Force majeure. Neither party is liable for delays or failures caused by events beyond its reasonable control.
17.6 Entire agreement; order of precedence. These Terms, together with the policies incorporated by reference and any written order form, are the entire agreement regarding the Service. If there is a conflict, a signed order form prevails, then the DPA, then these Terms, then other policies.
17.7 Changes to these Terms. We may update these Terms. For material changes we will give at least 30 days' notice by email or in-product. Continued use after the effective date constitutes acceptance. If you do not agree, stop using the Service and request a pro-rated refund of any prepaid, unused subscription fees.
17.8 Severability; waiver. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver.
18. Contact
Zyverna, Inc. [Registered Agent Address — provided by Stripe Atlas], Wilmington, DE 19801, United States Email: [email protected] · Support: [email protected]