Terms of Service

1. Agreement to Terms

Welcome to Zayup LLC ("Zayup," "we," "us," or "our"). These Terms of Service ("Terms") govern your access to and use of the Zayup website located at zayup.com (the "Website") and the call answering, virtual receptionist, and related business communication services provided by Zayup (collectively, the "Services").

By accessing the Website, submitting a form, booking a discovery call, signing a service agreement, or using any Zayup Services, you ("Client," "you," or "your") agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Website or Services.

These Terms constitute a legally binding agreement between you and Zayup LLC, a Maryland-registered S Corporation with its principal place of business at 4 East Rolling Crossroads STE 207, Catonsville, Maryland 21228, United States.

2. Description of Services

Zayup provides dedicated 24/7 telephone call answering, virtual receptionist, appointment scheduling, lead qualification, customer service, and related business communication services to United States-based businesses across multiple industries including but not limited to healthcare, legal, real estate, e-commerce, property management, and home services.

Our Services may include:

• Live telephone call answering by dedicated US-based agents
• Custom script development for your business
• Appointment booking into your scheduling software
• Lead qualification and intake
• Emergency dispatch and escalation protocols
• Integration with third-party software, including EHR systems, CRMs, and field service software
• Call recordings and weekly performance reports
• Industry-specific compliance training for assigned agents

Specific Services, pricing, and deliverables are outlined in your individual Service Agreement with Zayup.

3. Eligibility

To use Zayup Services, you must:

• Be at least 18 years of age
• Have the legal authority to enter into a binding contract on behalf of yourself or the business entity you represent
• Operate a legitimate business based in the United States
• Provide accurate, current, and complete information during onboarding and throughout the duration of services
• Comply with all applicable federal, state, and local laws in your operation

We reserve the right to refuse service to any party at our sole discretion.

4. Account Registration and Onboarding

To use our Services, you will need to:

1. Submit a discovery call request through our Website.
2. Participate in a discovery and onboarding call.
3. Sign a Service Agreement specifying your selected plan, payment terms, and any required compliance documentation, such as a Business Associate Agreement for healthcare clients or NDA for legal clients.
4. Provide accurate business information, call routing details, software credentials where applicable, and any custom scripts or workflows.
5. Approve a sample call recording in writing before services go live.
6. Authorize payment via the methods we accept.

You are responsible for maintaining the confidentiality of any login credentials or access information you provide to us. You agree to notify Zayup immediately of any unauthorized use of your account.

5. Service Plans and Pricing

5.1 Available Plans

Current Zayup service plans include:

Pricing is subject to change with 30 days' advance written notice. Existing clients on an active monthly plan will be grandfathered at their current rate for a minimum of 12 months from any announced price change.

5.2 What's Included

All plans include unlimited inbound calls, custom scripting, weekly performance reports, call recordings, HIPAA compliance training for healthcare clients with a Business Associate Agreement at no additional charge, and integration with your existing business software.

5.3 What's Not Included

The following are not included unless explicitly added to your Service Agreement:

• Outbound telemarketing or cold calling campaigns
• Multi-language support beyond English, with Spanish and other languages available on request
• Custom software development or API integration beyond standard integrations
• Marketing services, lead generation, or paid advertising management
• Legal, medical, financial, or other professional advice

5.4 No Hidden Fees

Zayup does not charge setup fees, per-minute overage fees, message transcription fees, holiday surcharges, or early termination fees. The monthly price stated in your Service Agreement is the price you pay.

6. Payment Terms

6.1 Billing Cycle

Monthly plans are billed in advance on the same calendar day each month based on your service start date. Trial periods are billed weekly or at trial conclusion as specified in your Trial Agreement.

6.2 Payment Methods

We accept payment via credit card, debit card, ACH bank transfer, and wire transfer through our payment processor. By providing payment information, you authorize Zayup to charge your designated payment method for all fees owed under your Service Agreement.

6.3 Late Payments

Invoices are due upon receipt. Payments more than 7 days past due may result in service suspension. Payments more than 30 days past due may result in service termination. A late fee of 1.5% per month, or the maximum amount permitted by law, whichever is lower, may be applied to overdue balances.

6.4 Disputes

If you believe an invoice contains an error, you must notify us in writing within 30 days of the invoice date. After 30 days, all invoices are considered final and accepted.

6.5 Refunds

Trial period payments are non-refundable except as required by applicable law. Monthly plan payments are non-refundable for partial months. If you cancel during a billing cycle, services continue through the end of that cycle but no refund is issued for unused days.

7. Term, Cancellation, and Termination

7.1 Initial Term

Service Agreements are month-to-month unless otherwise specified in writing. There is no minimum contract length for monthly plans. The 2-week trial period is a standalone agreement that does not automatically convert to a monthly plan.

7.2 Cancellation by Client

You may cancel your monthly service by providing Zayup with at least 14 days written notice via email to info@zayup.com. Cancellation takes effect at the end of the current billing cycle following the notice period. No refunds are issued for unused portions of a billing cycle.

7.3 Termination by Zayup

Zayup may suspend or terminate your account and Services immediately, with or without prior notice, if:

• You fail to pay fees when due
• You violate these Terms or your Service Agreement
• You engage in fraudulent, abusive, harassing, or illegal activity
• You request that Zayup engage in any unlawful conduct
• Your continued use poses a security or compliance risk to Zayup or other clients
• You provide false or misleading information during onboarding

7.4 Effect of Termination

Upon termination, you will receive all call recordings and reports from your active service period within 30 days. Zayup will cease all calling and call routing activities. You remain responsible for any fees owed prior to termination.

8. Client Responsibilities

You agree to:

• Provide accurate, complete, and current information at all times
• Provide all materials, scripts, software access, and information reasonably required for Zayup to perform Services
• Maintain ownership and authority over any phone numbers, software, or systems you authorize Zayup to use on your behalf
• Comply with all applicable federal, state, and local laws and regulations in your industry
• Maintain your own required licenses, registrations, and certifications
• Promptly review weekly reports and notify Zayup of any concerns or required adjustments
• Not request that Zayup engage in any activity that violates federal, state, or local law
• Not request that Zayup make any representations that are false, misleading, or that constitute unauthorized practice of a regulated profession, such as legal advice, medical diagnosis, or financial advice

9. Compliance and Regulatory Matters

9.1 Healthcare Clients (HIPAA)

For healthcare clients, Zayup enters into a separate Business Associate Agreement ("BAA") that governs the handling of Protected Health Information ("PHI"). The BAA, when executed, controls over these Terms with respect to PHI handling and HIPAA compliance matters. All Zayup agents serving healthcare clients receive HIPAA training before handling any PHI.

You acknowledge that:

• You remain the Covered Entity with primary responsibility for HIPAA compliance in your practice
• Zayup acts as a Business Associate under HIPAA only with respect to PHI we receive in the course of providing Services
• You will provide Zayup with all information necessary to handle PHI appropriately
• You will notify Zayup immediately of any HIPAA-related concerns or potential incidents

9.2 Legal Clients

For law firm clients, Zayup enters into a separate Non-Disclosure Agreement before onboarding. Zayup agents serving legal clients are trained to:

• Protect attorney-client privilege
• Conduct conflict checks
• Never provide legal advice or quote case outcomes
• Properly handle confidential client information

You acknowledge that Zayup agents are not licensed attorneys and do not provide legal services.

9.3 Real Estate Clients

For real estate clients, Zayup agents are trained on Fair Housing Act compliance. You remain responsible for all licensure, MLS compliance, and brokerage regulations applicable to your business.

9.4 Property Management Clients

For property management clients, Zayup agents complete Fair Housing Act training and state-specific landlord-tenant law training where applicable. You remain responsible for all property management licensure and compliance obligations.

9.5 E-Commerce Clients

For e-commerce clients with EU or UK customers, Zayup enters into a separate Data Processing Agreement ("DPA") to govern GDPR-related obligations. For California customers, Zayup follows CCPA opt-out and access request protocols.

9.6 General Compliance Acknowledgment

10. Intellectual Property

10.1 Zayup Property

Zayup retains all right, title, and interest in and to:

• The Zayup name, logo, trademarks, and brand assets
• The Website and its content, design, code, and structure
• Our proprietary scripts, training materials, workflows, and systems
• Any software, tools, or platforms developed by Zayup
• Reports, dashboards, and analytics produced by Zayup
• All improvements, modifications, and derivative works

You receive a limited, non-exclusive, non-transferable, revocable license to use Zayup Services solely as described in your Service Agreement and these Terms.

10.2 Client Property

You retain all right, title, and interest in:

• Your business name, logo, trademarks, and brand assets
• Your customer data, lead information, and business records
• Any scripts, workflows, or materials you provide to Zayup
• Any phone numbers you authorize Zayup to use on your behalf

You grant Zayup a limited license to use your business name, scripts, and materials solely to provide Services to you.

10.3 Call Recordings

Call recordings are jointly accessible. Zayup retains a copy for quality assurance, training, compliance, and dispute resolution purposes. You may request copies of any call recording at any time. Recordings are stored on HIPAA-compliant US-based servers with encryption.

10.4 Testimonials and Case Studies

If you provide a testimonial or case study, you grant Zayup a perpetual, royalty-free, worldwide license to use such testimonial in marketing materials. You may revoke this license with written notice, at which point Zayup will remove the testimonial within 30 days from future marketing materials.

11. Confidentiality

Both parties agree to keep all non-public information shared during the course of Services confidential. This includes:

• Business strategies, pricing, and client information
• Caller personal information collected during Services
• Software credentials, access keys, and integration details
• Trade secrets, proprietary processes, and operational data

This confidentiality obligation survives the termination of these Terms and your Service Agreement for a period of 5 years.

Confidentiality obligations do not apply to information that:

• Was publicly known at the time of disclosure
• Becomes publicly known through no fault of the receiving party
• Is independently developed without reference to confidential information
• Is required to be disclosed by law, court order, or government regulation

12. Privacy and Data Protection

Your use of Zayup Services is also governed by our Privacy Policy, available at zayup.com/privacy, which is incorporated by reference into these Terms. By using our Services, you consent to the collection, use, and disclosure of information as described in our Privacy Policy.

For healthcare clients, the Business Associate Agreement governs all PHI handling. For e-commerce clients with EU/UK customers, the Data Processing Agreement governs all personal data covered by GDPR.

13. Acceptable Use

You agree not to use Zayup Services to:

• Engage in illegal activity of any kind
• Harass, threaten, defame, or harm any person
• Violate any third party's intellectual property, privacy, or other legal rights
• Distribute spam, malware, viruses, or harmful code
• Misrepresent your identity, affiliation, or qualifications
• Solicit personal, financial, or sensitive information under false pretenses
• Engage in any activity that could damage Zayup's reputation or relationships with carriers, software providers, or regulators
• Compete with Zayup by using our Services to develop a competing answering service
• Reverse engineer, copy, or attempt to derive the source code of any Zayup proprietary technology

Violations of this section will result in immediate suspension or termination of Services without refund, plus any other remedies available to Zayup at law or equity.

14. Disclaimers and Limitations of Liability

14.1 Services Provided "As-Is"

We do not warrant that:

• Services will be uninterrupted, error-free, or completely secure
• All calls will be answered without exception, as telecommunications failures, force majeure events, and similar circumstances can affect availability
• Our agents will make zero errors in handling calls
• Specific business outcomes, including revenue increases or client retention, will result from using our Services

14.2 Limitation of Liability

14.3 No Professional Advice

Zayup is not a law firm, medical practice, financial advisor, or other licensed professional service. Our agents follow your scripts and protocols but do not provide professional advice. You remain responsible for all professional judgment, advice, and decisions in your business.

15. Indemnification

You agree to indemnify, defend, and hold harmless Zayup, its officers, members, employees, contractors, and agents from and against any and all claims, demands, losses, damages, costs, and expenses, including reasonable attorneys' fees, arising from or related to:

• Your violation of these Terms or your Service Agreement
• Your violation of any applicable law or regulation
• Your violation of any third party's rights
• Content, scripts, or instructions you provide to Zayup
• Your failure to maintain required licenses, certifications, or compliance obligations
• Disputes between you and your customers, patients, or clients
• Any inaccurate information you provide to Zayup

This indemnification obligation survives the termination of these Terms.

16. Dispute Resolution

16.1 Informal Resolution

Before initiating any formal dispute resolution process, both parties agree to first attempt to resolve any dispute through good-faith informal negotiation for a period of at least 30 days. You may contact us at info@zayup.com to begin this process.

16.2 Binding Arbitration

If informal resolution fails, any dispute arising out of or relating to these Terms or your use of Zayup Services shall be resolved exclusively through binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Baltimore, Maryland, or via remote proceedings at the arbitrator's discretion.

16.3 Class Action Waiver

16.4 Exceptions

Notwithstanding the above, either party may:

• Seek injunctive relief in court to protect intellectual property rights or confidential information
• Bring small claims court actions for disputes under the small claims jurisdictional limit
• Initiate court proceedings to enforce arbitration awards

16.5 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Maryland, United States, without regard to its conflict of laws principles. The federal and state courts located in Baltimore County, Maryland shall have exclusive jurisdiction over any matters not subject to arbitration.

17. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond reasonable control, including but not limited to:

• Acts of God, natural disasters, fires, floods, or earthquakes
• Wars, terrorism, or civil unrest
• Government actions, regulations, or restrictions
• Pandemics or public health emergencies
• Internet outages, telecommunications failures, or power outages affecting our or our service providers' operations
• Labor disputes, strikes, or work stoppages
• Cyberattacks, hacking, or denial of service attacks beyond reasonable preventive measures

The affected party shall promptly notify the other party of the force majeure event and resume performance as soon as reasonably practicable.

18. Modifications to Terms

Zayup reserves the right to modify these Terms at any time. We will notify clients of material changes via email to the address on file at least 30 days before the changes take effect. Continued use of the Services after the effective date of changes constitutes your acceptance of the modified Terms.

If you do not agree to any modification, your sole remedy is to cancel your service per Section 7 before the changes take effect.

19. Assignment

You may not assign or transfer your rights or obligations under these Terms without Zayup's prior written consent. Zayup may assign its rights and obligations under these Terms to any successor entity, affiliate, or acquirer of substantially all of its business or assets.

20. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced with a valid provision that most closely reflects the original intent.

21. Waiver

The failure of Zayup to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of Zayup.

22. Entire Agreement

These Terms, together with your specific Service Agreement, the Privacy Policy, any applicable Business Associate Agreement (BAA), Non-Disclosure Agreement (NDA), Data Processing Agreement (DPA), and any other documents incorporated by reference, constitute the entire agreement between you and Zayup with respect to the Services and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

23. Notices

All notices to Zayup under these Terms shall be sent to:

Zayup LLC
4 East Rolling Crossroads STE 207
Catonsville, Maryland 21228, USA
Email: info@zayup.com
Phone: +1 (443) 836-5754

Notices from Zayup to you will be sent to the email address or physical address you provided during account registration. It is your responsibility to keep your contact information current.