Terms of Use

These Terms govern the Darwa websites, accounts, workspaces, APIs, hosting, domains, email, databases, storage, analytics, AI features, and related services. By using a service, you agree to them for yourself and any organisation you represent.

1. Agreement and order of precedence

These Terms are an agreement between you and Zevello, Inc. (“Darwa”, “we”, “us”, or “our”). If you use the Services for an organisation, you confirm that you can bind it; “you” then means that organisation and its authorised users. These Terms incorporate our Acceptable Use Policy, Privacy Policy, Cookie Policy, Refund Policy, Data Processing Addendum, and Shared Responsibility Model.

A signed agreement controls over an order, which controls over service-specific terms, these Terms, and incorporated policies, in that order, for conflicting subject matter. The DPA controls data protection. Marketing pages create no separate commitment unless an order or these Terms expressly includes it.

2. Eligibility and authority

You must be at least 16, legally able to contract, and permitted to use the Services under applicable law. A person below the age of majority may use Darwa only with a parent or guardian who accepts these Terms. You may not use the Services where sanctions, export controls, or another law prohibits it.

3. Accounts, workspaces, and authorised users

Provide accurate, current information; protect passwords, passkeys, API keys, recovery methods, and tokens; and promptly report suspected compromise to support@darwa.co. You are responsible for account activity and for users, roles, permissions, and integrations you approve. Workspace owners control membership, billing, content, and transfers. An organisation may administer an account made with its managed email where law permits. We may require identity, email, domain, or payment verification.

4. Access to the Services

Subject to these Terms and applicable fees, we grant a limited, non-exclusive, non-transferable, revocable right to use the Services during your subscription. You may operate services for your customers, but may not resell Darwa itself, evade limits, reverse engineer non-public platform components, interfere with security, or use the Services to build a competing hosting control plane without written consent.

5. Customer content and responsibilities

You retain ownership of code, data, prompts, files, domains, configurations, and other material you submit (“Customer Content”). You grant Darwa and its subprocessors a worldwide, limited licence to host, copy, transmit, process, back up, display, and modify it only as needed to provide, secure, support, and improve the Services, follow your instructions, or meet legal duties. The licence ends when content is deleted under our retention schedules, except where law requires retention. We do not train general-purpose AI models on private Customer Content unless you expressly opt in.

You warrant that you have the necessary rights, notices, and consents. You are responsible for content legality and accuracy, end-user notices, retention, independent backups, application and credential security, and laws and licences applying to your users, industry, and location.

6. Darwa materials and feedback

Darwa and its licensors own the Services, software, interfaces, documentation, trademarks, and aggregated or de-identified operational data that does not identify you or reveal Customer Content. No rights are granted except those stated here. We may use feedback without restriction or payment, but will not publicly identify you as its source without permission.

7. Prices, payment, and taxes

• Checkout identifies prepaid, recurring, usage-based, and arrears charges.
• You authorise charges for fees, measured usage, renewals, taxes, and authorised add-ons.
• Our usage records control billing unless you demonstrate a material error.
• Invoices are due when stated. Dispute charges in good faith within 30 days and pay undisputed amounts.
• Prices exclude applicable sales, use, VAT, GST, withholding, and similar taxes unless stated.
• Valid tax information applies prospectively; legally required withholding may require a gross-up.
• Refunds follow the Refund Policy. Credits are non-cash and non-transferable.

8. Trials, renewals, cancellation, and plan changes

Trial and promotion limits are disclosed when you enrol. Subscriptions renew for the period shown at checkout unless cancelled before renewal. Fixed-term pricing remains fixed for that purchased term; renewal uses the then-current price after required notice. Cancellation stops future renewal but normally does not reverse incurred charges. Upgrades may be immediate and prorated; downgrades normally apply next period and may require reduced usage first.

Unless an order or service-specific notice states otherwise, cancellation of a paid Darwa hosted-service subscription takes effect at the end of its current paid term. At that time, Darwa stops the affected service and disables or parks Darwa-managed public routing, DNS, and endpoints. The service is unavailable, but its recoverable configuration and Customer Content are retained for 14 days. During that recovery period, you may reactivate the service by restoring an eligible paid subscription and paying any amount then due, subject to capacity and third-party availability. If the service is not reactivated within 14 days, Darwa may permanently delete the service and its retained Customer Content without further recovery. You must export anything you need before the recovery deadline.

This 14-day hosted-service recovery period applies across paid Web Services, background workers, Web Hosting, Frontend Cloud, managed databases, AI Agent hosting, Professional Email, cloud storage, and other paid hosted products unless checkout, an order, or service-specific terms identify a different period. It does not extend the registration term of a domain name, require Darwa to control customer-managed DNS, preserve third-party resources, or waive usage charges and other amounts incurred before cancellation takes effect.

9. Free services

Free web services do not sleep or expire solely because they are free. They remain subject to quotas, fair-use controls, capacity, and no uptime commitment. We may reclaim resources in a project with no activity for 12 months after two notices, and may change or end a free offering on reasonable notice. Abuse, security, or law may require immediate restriction. Export needed content before a stated removal date.

10. Plans, regions, and resource limits

The plan, region, quota, feature, and allocation shown in the product or order govern. Unless labelled dedicated, resources may be shared. An allocation applies to its stated service scope and is not repeated for every site, database, agent, process, replica, or object. Usage is observed consumption; allocated or reserved capacity is not necessarily live usage. We may place workloads on compatible hosts in the chosen region and reserve platform capacity. You must size, test, and monitor workloads. Excess use may be throttled, rejected, or billed.

11. Domains, DNS, and certificates

Registries, registrars, certificate authorities, ICANN, and other providers may supply domain registration, renewal, transfer, DNS, registration-data, and certificate services; their rules also apply. You must provide accurate registrant data, retain administrative-email access, comply with domain policies, protect domain rights, and renew on time. Search or payment does not guarantee registration. Verification failure, registry action, disputes, transfer locks, propagation, outages, or legal orders may delay, suspend, transfer, or cancel a domain. You remain the registrant where the record says so; Darwa may be an intermediary. Committed third-party fees may be non-refundable, and you are responsible for DNS changes.

12. Email and messaging

Email is subject to limits, anti-spam rules, reputation controls, and the Acceptable Use Policy. You must obtain consent, identify senders, provide required unsubscribe methods, maintain suppression lists, and secure mailboxes and credentials. Delivery, inbox placement, and uninterrupted receipt are not guaranteed. We may block, defer, or quarantine messages to protect users and the platform.

13. AI features, agents, and generated output

AI features may use third-party models and can produce inaccurate, incomplete, biased, or non-unique output. You control prompts, tools, permissions, data sources, deployments, and output use. Apply qualified human review, especially for legal, medical, financial, employment, safety, or other high-impact decisions. Do not use AI for prohibited automated decisions or infringement. As between you and Darwa, to the extent law permits, you retain input rights and own output generated for you; we do not promise output is protectable or unique. Provider terms and usage policies may also apply.

14. Third-party and open-source services

External integrations, repositories, payment services, cloud infrastructure, models, registrars, and software have their own terms and privacy practices. Darwa is not responsible for their service, content, acts, or changes, though we remain responsible where they act as our subprocessor. Open-source licences continue to apply. Enabling an integration authorises necessary data exchange; disconnect it at Darwa and the provider when required.

15. Security, privacy, and backups

We maintain safeguards described in our Security materials and process personal data under the Privacy Policy and DPA. Security is shared: we secure the Darwa platform; you secure applications, code, dependencies, users, secrets, permissions, network rules, endpoints, and data handling as described in the Shared Responsibility Model. Unless a purchased service expressly includes recovery commitments, keep tested independent backups. No system is perfectly secure; promptly report suspected vulnerabilities or incidents.

16. Availability and service credits

We target 99.9% monthly availability for eligible paid services and 99.99% for eligible Scale services under a signed agreement. If measured availability falls below target, request a credit within 30 days: 10% of the affected monthly fee below target, 25% below 99.0%, or 50% below 95.0%. Credits are the sole monetary remedy and cannot exceed the affected fee for that month.

Availability excludes announced maintenance; your configuration, code, or quota exhaustion; suspension under these Terms; beta and free services; internet and third-party systems outside our reasonable control; force majeure; and attacks we could not reasonably prevent. Credits require an account in good standing and enough information to verify the event. A signed SLA controls if different.

17. Support and communications

Support level and response targets depend on the plan and are not resolution guarantees. You agree to receive operational, security, billing, and legal notices electronically at your account email or in the product. Keep contact details current. Contact support@darwa.co for technical, billing, finance, and general help.

18. Acceptable use, monitoring, and complaints

You must follow the Acceptable Use Policy. We may investigate abuse, fraud, security events, intellectual-property complaints, and legal requests, and preserve or disclose information where permitted or required. We have no general duty to monitor Customer Content. We may restrict affected material or workloads when reasonably necessary. Copyright notices follow our Copyright and DMCA Policy.

19. Suspension

We may suspend all or part of a Service for overdue undisputed fees, material breach, security risk, unlawful activity, excessive platform impact, sanctions, or a binding legal request. When practicable, we provide notice and an opportunity to cure, and restore access after resolution. We may act immediately in an emergency or where notice is prohibited. Fees may continue during a suspension caused by you.

20. Termination, export, and deletion

You may close an account or cancel services through the product. Either party may terminate for an uncured material breach after 30 days’ written notice, or immediately for insolvency where law permits. We may end a service for legal or operational reasons on reasonable notice and refund prepaid fees for the unavailable remainder. On termination, access and licences end and outstanding charges become due.

Export Customer Content before termination. Unless service-specific notice says otherwise, account closure provides up to 14 days to request export; active copies are then deleted within a further 30 days. Backups, fraud-prevention records, invoices, security logs, and legally required records may remain for applicable retention periods. Deleted data may be unrecoverable. Ownership, accrued payment, confidentiality, disclaimers, liability, indemnity, disputes, and provisions intended by nature to survive will survive.

21. Service and term changes

We aim to give 90 days’ notice before retiring a generally available paid feature you actively use and a reasonable migration path when available. Security, legal, third-party, beta, and emergency changes may happen sooner. We may update these Terms by posting a dated version and providing reasonable notice of material changes. Changes apply prospectively. If a material change substantially harms your use, you may stop using the affected service before it takes effect; refunds follow the Refund Policy or applicable law.

22. Confidentiality

Each party may receive non-public information identified or reasonably understood as confidential. The recipient will use it only for this agreement, protect it with reasonable care, and disclose it only to people and providers who need it and must protect it. This excludes information lawfully known without restriction, independently developed, public without breach, or rightfully received elsewhere. Compelled disclosure is permitted after notice where lawful.

23. Warranties and disclaimers

We warrant that paid Services will be provided with reasonable skill and care. The remedy for an uncured breach is termination of the affected service and refund of prepaid unused fees. To the maximum extent law permits, the Services, free and beta features, documentation, and output are otherwise provided “as is” and “as available”. We disclaim implied merchantability, fitness, non-infringement, and uninterrupted or error-free operation. We do not warrant business results, data preservation, domain availability, email delivery, or AI accuracy. Non-waivable consumer rights remain unaffected.

24. Limitation of liability

To the maximum extent law permits, neither party is liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or lost profit, revenue, goodwill, opportunity, or data, even if advised of the possibility. Each party’s aggregate liability will not exceed fees paid or payable for affected Services in the 12 months before the event; for free Services, Darwa’s aggregate liability is USD 100.

These limits do not apply to payment obligations; misuse of intellectual property or confidential information; your indemnity; fraud, wilful misconduct, or gross negligence; death or personal injury caused by negligence; or liability that cannot legally be limited. This risk allocation is reflected in pricing.

25. Third-party claims

You will defend and indemnify Darwa and its affiliates and personnel against third-party claims, damages, and reasonable costs arising from Customer Content, your products or end users, your breach of these Terms or law, or infringement of another’s rights. Darwa will defend a paying customer against a claim that the unmodified Darwa platform directly infringes a third-party intellectual-property right and pay finally awarded damages or approved settlements. This excludes Customer Content, combinations, modifications, continued use after notice, and compliance with your instructions. We may modify or replace the service or terminate it with a prepaid-unused fee refund. The indemnified party must promptly notify, cooperate, and allow defence control; a settlement cannot admit its fault or impose non-monetary duties without consent.

26. Events beyond reasonable control

Neither party is liable for delay or failure caused by events beyond reasonable control, including disaster, war, terrorism, civil disorder, labour disputes, utility or internet failure, government action, widespread cyberattack, epidemic, or essential-provider failure, provided it reasonably mitigates the impact. This does not excuse amounts already due.

27. Governing law and disputes

Before filing a claim, contact legal@darwa.co with enough detail for both sides to seek resolution for 30 days. Unless a signed agreement says otherwise, Delaware law governs without its conflict rules, and state and federal courts in Delaware have exclusive jurisdiction. Either party may seek urgent injunctive relief in a competent court. Mandatory consumer rights and forums in your home jurisdiction remain available where they cannot be waived.

28. General

Neither party may assign this agreement without consent, except to an affiliate or with a merger, reorganisation, or sale of substantially all relevant assets if the assignee assumes the obligations. We may use affiliates and subcontractors but remain responsible for our obligations. The parties are independent contractors; no partnership, agency, employment, fiduciary duty, or third-party beneficiary is created. Non-enforcement is not waiver. If a provision is unenforceable, it is limited as necessary and the rest remains effective. Headings aid reading only. These Terms and incorporated documents are the entire agreement for the Services and supersede prior statements on that subject. Send notices to legal@darwa.co; we may send yours to your account email or display them in the Services.

Contact

Darwa is a product and brand of Zevello, Inc., a C corporation headquartered in Newark, Delaware, United States. Written notice may be sent to legal@darwa.co. Finance, billing, and technical questions go to support@darwa.co. Security reports go to security@darwa.co. Privacy requests go to privacy@darwa.co.