Service Terms¶

Effective date: November 5, 2026

These Service Terms ("Terms") govern the Zensical websites, accounts and commercial services provided by Zensical LLC, 30 N Gould St Ste N, Sheridan, WY 82801, United States ("Zensical", "we" or "us"). Zensical may be contacted at hello@zensical.org.

By accepting these Terms in connection with the Services or an Order, including upon creation of an Account, you enter into an agreement with Zensical. If you accept an Order on behalf of an organisation, you represent that you have authority to bind that organisation. Individual Account obligations and organisational purchase obligations are distinct, as provided below.

For the purposes of these Terms:

Account means an individual's Zensical account.
Customer means the individual or organisation identified as the buyer in an Order.
Hub means Zensical's service for managing Accounts, organisations, purchases and product access.
Order means an offer accepted through checkout or an agreed quote, including its applicable service description, Customer, named recipients, price, quantities and subscription or delivery period.
Services means the Zensical websites, account and commercial services covered by these Terms, including paid Studio access and Spark.
You means the individual accepting these Terms for their Account or use, or the Customer in respect of obligations accepted on its behalf.

1. Applicable documents¶

1.1 These Terms apply to the Services and Orders for which they are accepted. The following additional documents apply to the relevant product or activity:

The Spark Service Terms govern Spark participation, content, confidentiality and support. The Spark Support SLA forms part of those terms for applicable organisational support. Each person must accept the Spark Service Terms before entering Spark. Confidential troubleshooting requires the applicable Spark Private service and is subject to the confidentiality and submission provisions of the Spark Service Terms.
The Studio EULA governs installation and use of the proprietary Studio software. Studio-only use does not require acceptance of the Spark Service Terms. Account-free Studio Free requires neither an Account nor acceptance of these Terms.
The Customer DPA forms part of the applicable agreement where Zensical processes personal data on an organisation's behalf. It identifies the instructing Organisation, which may differ from the Customer purchasing the Services, and applies without a separate request or signature.
An expressly agreed NDA or statement of work governs the matters it addresses. Spark's contractual confidentiality protection applies irrespective of whether the Customer requests a separately signed NDA.

1.2 The Privacy Policy describes Zensical's processing of personal data. It is provided separately from any consent required for optional processing.

1.3 An Order establishes the commercial particulars of the purchase. A written variation expressly agreed by authorised representatives prevails over the standard provision it identifies. Product terms, the DPA and an applicable NDA or statement of work govern their respective subject matter. These Terms govern common Account and commercial matters, including liability, except as expressly provided otherwise in an applicable agreement. Specification of a price or quantity in an Order does not vary confidentiality or liability provisions.

1.4 Open Source components remain subject to their respective licences. These Terms neither restrict permissions granted under those licences nor provide additional warranties in respect of those components. Use of Open Source components under their respective licences does not require acceptance of these Terms solely for that use.

1.5 Participation in Zensical's GitHub repositories and Discord community is subject to Zensical's applicable conduct rules and the relevant platform's own terms.

2. Accounts and authority¶

2.1 You must be at least eighteen years of age and have legal capacity to create an Account, participate in Spark or make a purchase. Eligibility for account-free Studio Free is governed by the Studio EULA. GitHub and Discord apply their own age requirements.

2.2 Each Account is personal to one individual. You shall provide accurate information, maintain current contact details and protect your sign-in credentials. You shall not share your Account or impersonate another person. You shall notify Zensical promptly upon becoming aware of unauthorised access. Reports of Account misuse are subject to review; unauthorised activity does not, of itself, establish fault on your part.

2.3 An organisation must act through a representative authorised to accept its Order. Individual members accept the terms applicable to their own use. Membership does not, of itself, make a member personally liable for the organisation's payment obligations.

2.4 A Customer may purchase Services for named subsidiaries or other recipient organisations under an agreed quote. The Customer remains responsible for the Order's payment obligations and must have authority to designate the recipients and arrange their access. Receipt of the Services does not, of itself, make a recipient a co-buyer. The Order must specify the recipients' rights and obligations; separate obligations requiring a recipient's own acceptance must be accepted by an authorised representative. Purchase of or payment for the Services does not, of itself, confer access to a recipient's discussions or confidential information.

2.5 Cancellation of a subscription or expiry or termination of an entitlement does not, of itself, deactivate or permanently close an Account.

2.6 You may request deactivation or permanent closure of your Account by contacting hello@zensical.org. Zensical may require verification of your identity and authority before acting on the request. Deactivation ends current Account sessions and organisation memberships. Reactivation requires identity verification and a fresh sign-in; it does not restore ended memberships or sessions. Access remains subject to current entitlements and authorisations.

2.7 Permanent closure deletes the Account as an active identity and cannot be reversed. A later registration creates a separate Account and does not automatically restore prior access or transfer purchases or history.

2.8 Permanent closure does not, of itself, erase every contribution or record. Attribution and removal of Spark contributions are governed by section 4 of the Spark Service Terms. Personal-data retention and erasure are described in section 10 of the Privacy Policy, subject to applicable law and any applicable Customer DPA. These provisions do not limit your applicable personal-data rights.

3. Orders and service scope¶

3.1 Zensical shall provide the Services described in the applicable Order for the period and in the quantities specified in that Order. Roadmaps, proposals and announcements of future features do not create additional delivery obligations unless incorporated into the Order. This provision does not limit any commitment forming part of the accepted offer.

3.2 Customer purchase-order terms, attachments and procurement-portal conditions apply only to the extent expressly accepted in writing by an authorised Zensical representative. Processing a PO number, issuing an invoice, receiving payment or fulfilling an Order does not constitute acceptance of additional terms.

3.3 Studio Pro is personal to its named licensee, including where funded by an employer. Studio Team licences are organisation-owned and assignable to named employees or contractors working for that organisation. Studio Pro and Spark Community permit both private and professional use. The Studio EULA and Spark Service Terms define the respective product rights. A purchase includes other products or support only where specified in the Order.

3.4 Contractual product-support requests must be submitted through the applicable Spark or Spark Private space in accordance with the Spark Service Terms. Business email does not commence a support response period. Email remains available for sales, billing and legal correspondence, privacy requests and Zensical's published security and community reporting routes.

3.5 Paid access requires a valid purchase, assignment or trial grant. Expiry or termination of one entitlement does not terminate another independently valid entitlement.

4. Trials¶

4.1 The applicable trial offer or confirmation specifies the trial's scope, commencement and expiry. An individual Studio trial and a Spark reading trial are separate evaluations, each ordinarily available once per person. Additional Accounts or email addresses do not confer additional eligibility. Organisation Team trials require Zensical's approval. Extensions and exceptional repeat organisation trials require express approval.

4.2 The applicable offer describes eligibility checks and an alternative review route. Zensical may conduct proportionate checks for repeat use. Creation of a new Zensical Account does not, of itself, disqualify an otherwise eligible applicant. You shall not misrepresent eligibility or evade trial limits through multiple identities.

4.3 Trials require no payment card and do not convert automatically to paid subscriptions. Paid continuation requires a separate accepted purchase. Upon expiry, trial access ceases; Studio Free and independently valid paid access remain available under their applicable terms. Team trial participants do not become billable seats without an accepted paid Order. Trial extensions and offline-token validity remain subject to the confirmation and Studio EULA.

5. Payment and renewal¶

5.1 The Customer shall pay the fees specified in the Order in accordance with its applicable payment terms. The Order specifies the billing interval, currency, recurring rate, quantities and tax treatment. Subscriptions renew for that interval until renewal is cancelled. Agreed temporary discounts and future price phases apply as specified in the accepted offer. Renewal disclosures and reminders shall be provided as required by law and the purchase terms.

5.2 Where checkout identifies Polar as merchant of record, the Customer purchases from Polar as reseller under its Buyer Terms. Zensical provides the product-use rights and service commitments under the applicable Zensical agreement. Polar's transaction, tax, payment and refund obligations remain subject to its own terms and applicable law. An expressly agreed direct Order specifies the applicable invoicing and payment arrangements.

5.3 The Customer shall provide accurate buyer, billing and tax information, including relevant recipient information for group Orders, and maintain a valid payment method where required for recurring collection. An unsuccessful payment does not purchase a new period of access or authorise a higher rate. Collection and payment recovery remain subject to the purchase terms. Any access restriction shall respect independently valid purchases and applicable price protection.

6. Price protection¶

6.1 Zensical shall not increase the agreed recurring rate of a continuing Studio or Spark subscription, including upon renewal, without the Customer's explicit consent. For an organisation, consent must be given by an authorised buyer. Silence, continued use, automatic renewal and acceptance of unrelated amendments to these Terms do not constitute consent to a higher price.

6.2 The protected rate applies to the agreed product, currency, billing interval and quantity basis. Approved quantity changes may alter the total without increasing the agreed unit rate. Applicable taxes and bank conversion charges are separate from Zensical's product rate. Agreed temporary discounts and price phases remain subject to the accepted offer.

6.3 New products, optional additions and voluntary plan or billing-interval changes require an accepted offer. Zensical shall not circumvent price protection by renaming an unchanged plan or requiring a higher-priced migration.

6.4 Reversal of renewal cancellation before the subscription ends preserves the protected rate, provided that coverage remains continuous and the Customer has not selected a different offer. Once a subscription ends, these Terms confer no right to reinstate an expired or retired offer. A failed payment does not, of itself, constitute voluntary surrender of an otherwise applicable protected rate.

7. Cancellation and refunds¶

Cancelling renewal¶

7.1 The Customer may cancel renewal through the subscription's Account or purchase-management route. Cancellation stops the next renewal and preserves access through the paid period, unless the purchase terminates earlier under another applicable provision. Cancellation does not, of itself, delete an Account, organisation or content. This provision applies to monthly and annual subscriptions.

Refund eligibility¶

7.2 Fees for paid Studio and Spark purchases are non-refundable except to the extent that a refund is required by law or applicable merchant terms, provided under these Terms or an express agreement, or approved by Zensical as a goodwill exception. Unused time or a change of mind does not, of itself, entitle the Customer to a pro-rata refund.

7.3 Mandatory consumer withdrawal, conformity, defect and non-delivery remedies remain unaffected. Software download, device activation and extended offline tokens do not, of themselves, waive statutory rights. The same refund rules apply to ordinary and extended offline tokens.

7.4 Billing errors and refund requests should be directed to hello@zensical.org, with sufficient information to identify the purchase. Refunds for Polar purchases remain subject to Polar's applicable process. You shall not submit payment-card details or sign-in secrets. Lawful payment-dispute and chargeback rights remain unaffected.

Refunds and access¶

7.5 Where a refund cancels a purchase, Zensical shall confirm when access under that purchase terminates. A partial refund, billing correction or goodwill refund does not, of itself, terminate access. Independently valid purchases remain unaffected. Permission to use an ended purchase ceases at its confirmed end, including where a device retains an offline token that has not technically expired.

Credits and customer funds¶

7.6 Non-cash goodwill or service credits awarded under the applicable agreement have no automatic expiry and remain available to the same Customer for eligible future purchases after a subscription ends. The applicable agreement and award specify eligible uses and the manner of application. The Spark Support SLA defines the entitlement and eligible uses of standard response credits. Credits are not redeemable for cash except as required by law or expressly agreed.

7.7 Verified overpayments and amounts due following billing corrections shall be repaid on request through the appropriate verified payment route. Such amounts may be retained towards eligible future invoices at the authorised Customer's election. Zensical shall comply with any legally required repayment deadline without awaiting a request. Expiry of a subscription does not result in forfeiture of those funds.

8. Lawful use and protective action¶

8.1 You shall use the Services lawfully and comply with applicable licences, product terms and community rules. You shall not impersonate others, share personal Accounts, evade licence or trial limits, distribute malicious code, seek unauthorised access or materially disrupt the Services. Availability remains subject to applicable export controls, sanctions and payment restrictions.

8.2 Zensical may restrict access where reasonably necessary to address an urgent security threat, fraud, serious harm or a legal requirement. Any such action shall be proportionate. Zensical shall provide notice and an opportunity for human review as soon as reasonably practicable, subject to legal restrictions and the need to avoid worsening the threat. A protective restriction does not, of itself, terminate every agreement, delete an Account or forfeit prepaid fees.

8.3 Community moderation remains subject to the applicable conduct rules and Spark Service Terms. A restriction in a community space does not automatically terminate a valid Studio licence or another member's organisation rights. Any wider restriction requires its own security, fraud, legal or comparable justification. Payment does not exempt a participant from community rules.

9. Termination for breach¶

9.1 If you materially breach an affected service agreement and the breach is capable of remedy, Zensical may terminate that agreement if you fail to remedy the breach within fourteen calendar days following written notice identifying it. Section 8 permits protective action during that period. An irremediable breach or repeated serious breaches may justify termination without a further cure period, subject to proportionate action and human review.

9.2 Upon termination for an established, uncured material breach by the Customer, unused prepaid fees for the affected Service are non-refundable, subject to section 7 and any existing refund promise applicable to the purchase. An allegation, precautionary suspension or ordinary moderation action does not, of itself, establish grounds for retaining fees under this provision. Termination does not accelerate future subscription fees or impose an additional penalty.

9.3 If Zensical materially breaches an affected agreement and the breach is capable of remedy, the Customer may terminate that agreement if Zensical fails to remedy the breach within fourteen calendar days following written notice identifying it. Zensical shall refund prepaid fees for the unused remainder of the affected paid period. This provision does not restrict any right to terminate for an irremediable material breach or any earlier or additional remedy available under applicable law.

9.4 Expiry or termination of one agreement does not terminate unrelated valid purchases. Product-specific recovery, export and deletion provisions govern data held by Zensical. Studio project files remain in the user's development environment.

10. Service changes and retirement¶

10.1 Zensical may update the Services subject to accepted Orders and applicable law. An update does not remove a purchased commitment or authorise a price increase. Future features and continued operation beyond Zensical's accepted commitments are not guaranteed.

Where mandatory consumer law governs modifications beyond those necessary to maintain conformity, Zensical may make such modifications to maintain security or reliability, comply with law, or adapt to technical requirements of supported operating systems, editors and interoperating services. Such modifications shall be made without additional cost. Zensical shall provide the information and advance notice on a durable medium required by law and preserve any applicable right to terminate without charge and receive a refund. This provision does not permit removal of an accepted commitment or a price increase without consent.

10.2 Zensical shall give at least ninety calendar days' written notice of a planned permanent retirement of a paid Service. Zensical shall honour accepted paid periods where possible and refund unused prepaid fees if the Service terminates earlier. Zensical shall cease accepting purchases or renewals that would commit it to providing the Service beyond its planned availability and shall explain the applicable data-exit arrangements.

10.3 Where law requires an earlier shutdown or an unavoidable urgent circumstance prevents ordinary notice, Zensical shall give as much notice as reasonably possible. Applicable refund rights and separately binding service commitments remain in effect.

11. Ownership and customer-specific work¶

11.1 You retain ownership of your materials. Product permissions remain subject to the Studio EULA and Spark Service Terms. These Terms confer no promotional right in private correspondence or customer project files. Applicable confidentiality and data-processing provisions continue to govern those materials.

11.2 Zensical and its licensors retain their rights in the Services, software, documentation and branding, subject to applicable Open Source and other licences. No trademark licence is granted except under separately published or agreed permissions.

11.3 Unless expressly agreed otherwise, the Customer owns new bespoke code and configuration created by Zensical specifically for that Customer under an agreed work engagement. Zensical hereby assigns its rights in those deliverables to the Customer. Pre-existing Zensical, Customer and third-party materials remain with their respective owners and subject to their applicable licences. The work agreement must identify included retained materials and provide the rights necessary to use them. Performance of the work does not confer on Zensical any permission to publish or reuse the Customer's bespoke solution.

The assignment in this section applies only to the bespoke deliverables within the agreed work engagement. Sharing Zensical-owned product code, tools or examples during support, including in Spark Private, does not, of itself, transfer ownership or confer exclusive rights. Use of such materials remains subject to their applicable licences or expressly agreed permissions, and applicable confidentiality obligations continue to apply.

11.4 An implementation allocation covers only the agreed customer-specific work. General work on Zensical released for everyone's benefit is funded by Zensical. The scope, delivery and any maintenance commitment must be agreed for the engagement. A software subscription alone does not include custom development.

11.5 You permit Zensical to evaluate and use non-confidential bug reports, feature requests and other product suggestions that you voluntarily submit to develop, improve and commercialise its Open Source and proprietary products and services, without separate approval or payment. You retain ownership of your submitted materials. Contributed code, documentation and other licensed materials remain subject to their applicable licences or express contribution agreements. This provision does not override confidentiality obligations or an express agreement for paid work.

12. Warranties and responsibility for files¶

12.1 Except for Zensical's express contractual commitments and warranties required by law, the Services are provided on an "as is" and "as available" basis. To the extent permitted by law, Zensical disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose. Zensical does not warrant uninterrupted or error-free operation, correction of every defect or freedom from data loss.

12.2 You are responsible for appropriate backups and version control of your project files and for reviewing changes before relying on them. This provision does not exclude any remedy available under mandatory law or an express commitment. Open Source warranties and exclusions remain subject to the relevant component licences.

13. Liability¶

13.1 The limitations in this section do not apply to liability that cannot lawfully be limited, including fraud, fraudulent misrepresentation and death or personal injury caused by negligence where those protections apply. Mandatory consumer rights remain unaffected.

13.2 Subject to section 13.1, Zensical is not liable for indirect or consequential loss, lost profits, revenue, business opportunities, anticipated savings, or loss or corruption of data. This provision does not exclude an express refund or repayment obligation. In relation to consumers, these exclusions do not remove a right to recover foreseeable loss caused by Zensical's breach where such exclusion would be unlawful or unfair.

13.3 Zensical's aggregate liability for claims relating to an affected Service is limited to the fees actually paid for that Service during the twelve months immediately preceding the event giving rise to the claim. Related claims arising from the same event or series of related events share that limit. Multiple claims or applicable agreements do not create separate recovery allowances for the same loss. Section 8.2 of the Spark Support SLA governs how response credits for the same failure count towards that limit without reducing the earned credit.

13.4 The calculation under section 13.3 includes payments through Polar and payments by an authorised buyer on a recipient's behalf. The reference is the Customer's product fees, excluding separately itemised sales tax or VAT and deducting refunds of those fees completed before the applicable measurement date. Merchant and processing charges are not deducted.

The measurement date is the event giving rise to the claim or, for section 13.5, the end of the affected Spark service. Later refunds do not reduce the limit fixed at that date. No fixed minimum applies. If no relevant fees remain after that calculation, the limit is zero, except where applicable law requires otherwise.

13.5 For a confidentiality breach occurring after the affected Spark service ends, the reference period is the twelve months immediately preceding its end. That fee reference applies to either party's liability under the applicable mutual confidentiality provisions. The Spark Service Terms and any applicable mutual NDA share the agreed aggregate limit and do not create an additional allowance.

13.6 An expressly agreed variation or mandatory rule prevails over the limitations in this section. The cap does not reduce any refund, overpayment or other Customer balance that Zensical is required to repay. Zensical undertakes no obligation under these Terms to defend or indemnify you against third-party intellectual-property claims.

14. Changes to these Terms¶

14.1 Updated Terms must state their effective date. Zensical shall give at least thirty calendar days' email notice of a material amendment affecting an active paid subscription. Unless the Customer expressly accepts the amendment earlier through an authorised representative, it applies at the first renewal occurring at least thirty calendar days after notice. The Customer may cancel renewal before the amendment applies. Amendments do not apply retrospectively to disputes arising before their effective date. Separately agreed amendment arrangements remain applicable.

14.2 Amendments strictly necessary to comply with law or address an urgent security risk may take effect earlier, with notice as soon as reasonably practicable. Other amendments take effect on their stated date, subject to applicable law and any required acceptance. No amendment authorises a price increase without the explicit consent required by section 6 or displaces an existing Customer's preserved commercial commitments.

14.3 Changes to privacy information remain subject to applicable transparency and consent requirements. Acceptance of amended Terms does not, of itself, authorise new personal-data processing.

15. General provisions¶

Governing law¶

15.1 These Terms are governed by Wyoming law and applicable United States federal law, excluding their conflict-of-law rules. Wyoming courts have exclusive jurisdiction, except where mandatory law provides another right or forum. A consumer retains the mandatory protections applicable to them and any right to bring proceedings in a competent court where they live. These Terms contain no arbitration agreement or class-action waiver.

Assignment¶

15.2 Neither party may assign the agreement without the other's written consent, except to a successor through a merger or an acquisition of all or substantially all of the relevant business's assets. Assignment does not authorise a price increase or release the agreed obligations. Personal licences and product assignments remain subject to the applicable product terms.

Continuing provisions¶

15.3 Provisions intended by their nature to continue after termination survive, including accrued payment obligations, ownership, applicable confidentiality obligations, limitations of liability and dispute resolution. Such survival does not extend a subscription, accelerate future fees or authorise data retention beyond applicable requirements.

Severability and waiver¶

15.4 If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. Failure to enforce a provision on one occasion does not constitute a waiver of the right to enforce it later.

Complete agreement and existing commitments¶

15.5 The applicable documents and accepted Order constitute the agreement for their subject matter, subject to prior commitments that expressly survive and mandatory rights. Acceptance of these Terms does not, of itself, amend an existing Order's preserved prices, support commitments or other commercial rights. Those commitments remain effective for their agreed duration unless validly amended.