Terms of Service

1. Acceptance of Terms

By accessing or using the ZenPilot website (zenpilot.com), purchasing our services, or engaging with us in any professional capacity, you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services.

We reserve the right to update these Terms at any time. Continued use of our services after changes are posted constitutes acceptance of the revised Terms. We will notify active clients of material changes via email.

2. Services Description

ZenPilot provides ClickUp consulting, implementation, and optimization services for agencies and professional services teams. Our services include, but are not limited to:

• Blueprint - Custom ClickUp system design, including workspace hierarchy, automation mapping, and reporting structure
• ClickUp Install - Done-for-you ClickUp workspace buildout based on the Blueprint, including custom fields, views, automations, and process templates
• Optimize - Ongoing coaching, training, and system refinement
• Templates - Pre-built ClickUp templates and resources
• Training - Live and recorded training sessions for teams adopting ClickUp

The specific scope, deliverables, and timeline for each engagement are defined in the proposal or statement of work ("SOW") agreed upon between ZenPilot and the client.

3. User Accounts & Responsibilities

When you engage with ZenPilot, you agree to:

• Provide accurate and complete information about your organization, workflows, and requirements
• Grant reasonable access to your ClickUp workspace and related tools as needed to deliver the agreed-upon services
• Designate a primary point of contact who has authority to make decisions on behalf of your organization
• Respond to communications and provide feedback in a timely manner to avoid delays
• Ensure your team participates in scheduled training and onboarding sessions
• Maintain the confidentiality of any proprietary materials, frameworks, or templates shared during the engagement

ZenPilot is not responsible for delays or suboptimal outcomes caused by incomplete information, lack of access, or unresponsive stakeholders on the client side.

4. Payment Terms

Payment terms are outlined in your proposal or SOW. General terms include:

• Invoices are due upon receipt unless otherwise specified in the SOW
• We accept payment via credit card, ACH, or wire transfer
• Late payments may incur a fee of 1.5% per month on the outstanding balance
• If payment is more than 30 days overdue, ZenPilot reserves the right to pause all work until the balance is resolved
• Refunds are handled on a case-by-case basis and are not guaranteed once work has commenced

All prices are quoted in US Dollars (USD) unless otherwise stated.

5. Intellectual Property

Client ownership: You retain full ownership of your business data, content, and any proprietary workflows or processes that exist prior to or independent of our engagement.

ZenPilot ownership: ZenPilot retains ownership of its proprietary frameworks, methodologies, templates, and training materials. This includes, but is not limited to, the ZenPilot Blueprint framework, process templates, automation patterns, and any tools or systems developed independently by ZenPilot.

License granted: Upon completion of your engagement and full payment, ZenPilot grants you a non-exclusive, non-transferable license to use the deliverables created for your organization (such as your configured ClickUp workspace, custom views, and automations) for your internal business purposes.

You may not resell, redistribute, or repurpose ZenPilot's proprietary materials for use with other organizations without written permission.

6. Confidentiality

Both parties agree to keep confidential any proprietary or sensitive information shared during the engagement. This includes business data, financial information, client lists, strategic plans, and internal processes.

ZenPilot may use your company name and a general description of the engagement in marketing materials (such as case studies or client lists) unless you specifically request otherwise in writing.

7. Limitation of Liability

ZenPilot provides its services on an "as-is" basis and makes no warranties, express or implied, regarding the results of using our services.

To the maximum extent permitted by law:

• ZenPilot's total liability for any claim arising from our services shall not exceed the total fees paid by you in the 12 months preceding the claim
• ZenPilot shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits, data loss, or business interruption
• ZenPilot is not responsible for third-party platform outages, changes, or limitations (including ClickUp platform changes that may affect previously configured systems)

8. Indemnification

You agree to indemnify and hold harmless ZenPilot, its employees, and contractors from any claims, damages, or expenses arising from your use of the deliverables, your violation of these Terms, or your breach of any applicable laws.

9. Termination

Either party may terminate an engagement under the following conditions:

• By the client: You may terminate with 30 days' written notice. You are responsible for payment of all work completed through the termination date.
• By ZenPilot: We may terminate with 30 days' written notice if we determine the engagement is no longer viable, or immediately if payment is more than 60 days overdue.
• For cause: Either party may terminate immediately if the other party materially breaches these Terms and fails to cure the breach within 15 days of written notice.

Upon termination, ZenPilot will deliver all completed work product. Any outstanding invoices remain due and payable.

10. Dispute Resolution

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If a resolution cannot be reached within 30 days, the dispute shall be resolved through binding arbitration under the rules of the American Arbitration Association.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States, without regard to its conflict of law provisions.

12. Miscellaneous

• Entire Agreement: These Terms, together with any applicable SOW or proposal, constitute the entire agreement between you and ZenPilot.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Failure by either party to enforce any right under these Terms does not constitute a waiver of that right.
• Assignment: You may not assign your rights or obligations under these Terms without ZenPilot's prior written consent.

13. Contact Information

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

ZenPilot
Email: legal@zenpilot.com
Website: zenpilot.com