Legal
Terms of Service
Effective October 5, 2026
These Terms of Service (“Terms”) govern access to and use of the website, dashboard, and AI voice and chat agent platform (together, the “Services”) provided by Nucleus API Inc. (“Zudo,” “we,” “us,” or “our”). By accessing or using the Services, you agree to these Terms on behalf of yourself and, if applicable, the organization you represent (“Customer,” “you,” or “your”). If you do not agree, do not use the Services.
1. The Services
Zudo provides AI-powered voice and chat agents, and a dashboard for monitoring and configuring them, to business Customers. The Services are built in part on third-party AI models and telephony and communications infrastructure, and are configured by or for each Customer to connect with that Customer's own business systems. Specific features, service levels, and commercial terms for a given Customer are set out in an order form, statement of work, or other agreement between that Customer and Zudo (an “Order”); if any such Order conflicts with these Terms, the Order controls for that Customer.
2. Eligibility and Accounts
You must be at least 18 years old and able to form a binding contract to use the Services. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. Notify us promptly at support@zudo.work of any suspected unauthorized use.
3. Customer Data and End User Data
As part of the Services, Zudo may process data that Customer submits or configures (“Customer Data”), including information relating to Customer's own callers, customers, or policyholders who interact with Customer's AI agent (“End User Data”). Customer represents and warrants that it has the right to provide Customer Data and End User Data to Zudo, and that doing so — and Zudo's processing of it to provide the Services — complies with applicable law, including any required notices, consents, and call-recording disclosures to End Users.
Zudo will process Customer Data and End User Data only to provide, support, and improve the Services for Customer, consistent with the parties' Order and any applicable data processing terms. Zudo may also use data in de-identified or aggregated form, from which no individual or Customer can reasonably be identified, to operate, secure, and improve the Services generally.
4. AI Services; No Reliance for Consequential Decisions
The Services use artificial intelligence, including large language models, to generate responses, summaries, and recommendations based on information and rules that Customer configures or provides. AI-generated output may be inaccurate, incomplete, or inconsistent, and Zudo does not guarantee its accuracy, completeness, or fitness for any particular purpose.
Customer is responsible for configuring, reviewing, and overseeing how its AI agent is used, and for maintaining appropriate human review before relying on AI output for decisions with material consequences for an End User — including coverage, payment, eligibility, or dispatch decisions. Customer must not use the Services in a way that denies, grants, or otherwise materially affects an End User's legal rights or access to essential services without a process for human review and correction.
5. Acceptable Use
You agree not to, and not to permit others to:
- Reverse engineer, decompile, or attempt to derive the source code of the Services
- Use the Services to build or assist a competing product or service
- Probe, scan, or test the vulnerability of the Services, or interfere with their normal operation
- Remove, obscure, or alter any proprietary notices
- Use the Services for any unlawful purpose, or to transmit content that is harmful, abusive, or infringes a third party's rights
- Access the Services to monitor their availability, performance, or functionality for competitive benchmarking purposes without our prior written consent
6. Third-Party Integrations
The Services may connect with third-party systems that Customer chooses to integrate (for example, Customer's own CRM, ERP, or payment systems). Customer authorizes these connections at its own discretion. Zudo is not responsible for the acts, omissions, or practices of any third-party system, and may suspend an integration at any time, including where required for security or compliance.
7. Intellectual Property
Zudo and its licensors retain all right, title, and interest in and to the Services, including all software, models, documentation, and related intellectual property. Except for the limited rights expressly granted to use the Services, no other rights are granted to Customer. Customer retains all right, title, and interest in Customer Data, subject to the rights granted in Section 3.
8. Fees and Payment
Fees for the Services are as set out in the applicable Order. Unless the Order states otherwise, fees are quoted and payable in U.S. dollars, invoiced in advance, and non-refundable. We may suspend access to the Services for accounts with amounts past due, after reasonable notice.
9. Confidentiality
Each party may receive non-public business, technical, or financial information of the other party in connection with the Services (“Confidential Information”). Each party will use the other's Confidential Information only to perform its obligations or exercise its rights under these Terms, and will protect it using at least the same degree of care it uses for its own confidential information of similar importance, but no less than reasonable care.
10. Disclaimer of Warranties
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY AI-GENERATED OUTPUT WILL BE ACCURATE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO ZUDO IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. These limitations do not apply to a party's indemnification obligations, breach of confidentiality, or willful misconduct.
12. Indemnification
Customer will defend, indemnify, and hold Zudo harmless from and against any third-party claim, and resulting damages and costs, arising from Customer's breach of Section 3 (Customer Data and End User Data), Customer's violation of applicable law, or Customer's misuse of the Services.
13. Term and Termination
These Terms remain in effect for as long as you access or use the Services, or as otherwise set out in an Order. We may suspend or terminate access to the Services for breach of these Terms that is not cured within a reasonable period after notice, or immediately if necessary to prevent harm to the Services, other users, or third parties. Sections that by their nature should survive termination — including intellectual property, confidentiality, fees owed, disclaimers, and limitation of liability — will survive.
14. Governing Law and Disputes
These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any dispute arising out of or relating to these Terms or the Services will be brought exclusively in the state or federal courts located in San Francisco, California, and each party consents to the jurisdiction of those courts.
15. Changes to These Terms
We may update these Terms from time to time. If we make material changes, we will post the revised Terms with an updated effective date and, where appropriate, provide additional notice. Continued use of the Services after changes take effect constitutes acceptance of the revised Terms.
16. General
These Terms, together with any applicable Order, constitute the entire agreement between you and Zudo regarding the Services and supersede any prior agreements on the subject. Neither party may assign these Terms without the other's prior written consent, except that Zudo may assign these Terms in connection with a merger, acquisition, or sale of assets. If any provision is found unenforceable, the remaining provisions remain in full force and effect. Our failure to enforce any provision is not a waiver of that or any other provision.
17. Contact Us
Questions about these Terms can be sent to legal@zudo.work.