ZephyrusWare Billing Policy

# ZephyrusWare Billing Policy **Version:** 1.0 **Effective date:** October 5, 2026 This Billing Policy (the "**Policy**") is part of the ZephyrusWare Terms of Service for Personal Accounts and the ZephyrusWare Terms of Service (Business) (each, the "**Terms**"). It applies to every Subscription you buy directly from ZEPHYRUS VIRTUAL SOLUTION, LLC, a limited liability company organized under the laws of the State of Florida, doing business as ZephyrusWare ("**ZephyrusWare**", "**we**", "**us**" or "**our**"), whether you have a Personal Account or a Business Account. If you are a Business Account that buys through a Partner, the Partner is the seller and bills you under its own terms (Schedule B). Words with capital letters that this Policy does not define have the meaning they have in the Terms that apply to you. ## Definitions - "**Billing Cycle**" means the period that one payment for a Subscription covers. - "**Billing Contact**" means, for a Business Account, the one email address that a Tenant Admin designates to receive billing notices, as Schedule B.3 describes. - "**Billing End Date**" means, for a Subscription, the end of the period you have already paid for. On that date your right to use what that Subscription covers ends unless a further payment for it has been verified. - "**Billing Time Zone**" means the time zone of the billing address you give when you buy a Subscription, found from its ZIP code or, if the ZIP code cannot be matched, from its state, as Section 5 describes. - "**Hard Bounce**" means a report from ZephyrusWare's email service provider that an email could not be delivered to an email address because the address does not exist or the receiving mail system permanently refuses it. A temporary failure, a full mailbox, a delay or filtering into a spam folder is not a Hard Bounce. - "**Initial Term**" means the first term of a Subscription. It starts when your purchase is paid and ends on the Renewal Date that Section 4.2 sets, and you pay for it as Section 4.2 describes. - "**Notice Address**" means the email address on a Personal Account, or the email address of the Billing Contact of a Business Account. - "**Renewal Date**" means 00:00, the start of the day, in your Billing Time Zone on the first day of a calendar month for a monthly Subscription, and on 1 January for an annual Subscription. - "**Sent**", for an email from ZephyrusWare, means accepted for delivery by ZephyrusWare's email service provider and not reported as a Hard Bounce, as Section 15 describes. ## 1. About This Policy 1.1 **Part of your agreement.** This Policy is part of the Terms. When you accept the Terms you also tick a separate box, which is not ticked for you, confirming that you have read and agree to this Policy, and ZephyrusWare records the version and a fingerprint of the exact text. If this Policy and the Terms differ on this Policy's subject, this Policy controls, except that the Terms control on warranties, liability, indemnity, governing law and courts. 1.2 **Your legal rights.** Nothing in this Policy takes away a right you have under law that cannot be waived or limited by agreement. ## 2. Buying And Paying 2.1 **You buy from ZephyrusWare.** You buy in the customer portal. ZephyrusWare is the seller. Prices are shown before you confirm an order. 2.2 **Payment.** Payments are processed by Stripe, ZephyrusWare's payment processor. You enter your card or other payment details on pages provided by Stripe, not on ZephyrusWare's own pages, and ZephyrusWare does not receive or store your full card number. Stripe processes your payment information under its own terms and privacy policy. ZephyrusWare does not add any fee for processing your payment. 2.3 **Orders.** A purchase is complete when your payment is verified. ZephyrusWare may decline or cancel an unpaid order. Prices and availability may change before a purchase is complete. 2.4 **Your billing address.** The checkout asks for a billing address. It sets sales tax and your Billing Time Zone, and Schedule A and Schedule B say where a billing address may be. 2.5 **Paid access.** A Subscription's access starts only after your payment has been verified with the payment processor. Access continues until the Subscription's Billing End Date and then ends unless a renewal payment has been verified. ZephyrusWare may allow a short technical grace period while a renewal payment is being processed, but you should not rely on it. A grace period does not change the Billing End Date. 2.6 **Free, trial and preview features.** ZephyrusWare may provide some access free of charge, or offer trial, beta or preview features. These may have limits and may be changed or ended at any time. A trial never becomes a paid Subscription: when it ends, access to what it covered ends, and ZephyrusWare does not charge you or renew anything because it ended. A payment method may be required to start a trial; it is not charged, no hold is placed on it, and ZephyrusWare does not receive or store your full card number. To continue after a trial, you buy a plan through the same checkout, disclosure and consent as any purchase. If you have a Personal Account, buying a product you have had a free trial of does not give you the 14-day first-payment refund in the Refund Policy, because the trial gave you time to try it at no cost. Having a payment method on file is not your consent to a charge. When a trial ends, Your Content or Customer Data from it stays available for export for 30 days under the Service Policy, and ZephyrusWare emails you when the trial ends to say that you were not charged and to link to the plans you can buy. ## 3. Prices And Taxes 3.1 **Currency.** Prices are in U.S. dollars unless stated otherwise. 3.2 **Taxes.** Prices do not include sales, use, value-added or similar taxes. Where the law requires ZephyrusWare to collect a tax on your purchase, the tax is calculated from the billing address you give at checkout, added to the amount charged and shown before you pay. The same applies to every renewal, and the tax on a renewal follows the law and your billing address at the time of that renewal, so it may differ from the tax on an earlier charge. You are responsible for these taxes, other than taxes on ZephyrusWare's income. If you claim a tax exemption, you must give ZephyrusWare a valid exemption certificate. ## 4. Automatic Renewal And Your Initial Term 4.1 **Your Subscription renews automatically.** **Every paid Subscription you buy from ZephyrusWare renews automatically at the end of its Initial Term and on each Renewal Date after that, for a full monthly or annual term, and your payment method is charged the renewal price then in effect, plus any sales tax, until you cancel.** Each term starts at midnight in your Billing Time Zone on its Renewal Date, so a renewal on the 1st starts at the start of that day where you are billed. ZephyrusWare's payment processor runs renewals at a fixed hour, so the charge is made at or shortly after that midnight, never before it. The deadline for cancelling to avoid the charge is exactly 12:00 a.m. on the Renewal Date. 4.2 **Your Initial Term.** Your Initial Term starts at the moment your purchase is paid. Every term after it is a full calendar month, or a full year from 1 January to 1 January. How your Initial Term ends depends on when you buy: (a) **Buying well before the next Renewal Date.** If the next Renewal Date is more than 35 days away for a monthly Subscription, or more than 45 days away for an annual Subscription, your Initial Term runs to that Renewal Date and you pay a prorated amount for it (the "stub"). Because a calendar month is never longer than 31 days, this case does not arise for a monthly Subscription. (b) **Buying close to the next Renewal Date.** If the next Renewal Date is 35 days or less away for a monthly Subscription (which is every monthly purchase), or 45 days or less away for an annual Subscription, your Initial Term runs through the Renewal Date after that one, and you pay for all of it: the stub for the days until the next Renewal Date, plus one full term at the renewal price. This gives you at least one full term and leaves time for every reminder in Section 8 before your first renewal. You never receive days without paying for them. (c) **How the stub is calculated.** The stub is the renewal price multiplied by the time from your payment to the next Renewal Date, divided by the length of the full calendar month or calendar year in which that time falls, rounded once to the nearest cent. Calendar days, and the 35-day and 45-day limits in (a) and (b), are counted in your Billing Time Zone. The full term in (b) is charged at the renewal price. (d) **One payment, separate lines.** If (b) applies, your Initial Term is one term, not a short term followed by a renewal. You pay for it in one payment. The checkout shows the stub and the full term as separate lines with the dates each covers, followed by the total. Your first Renewal Date is the end of your Initial Term. (e) **Examples.** An annual Subscription bought on December 20, 2026 has an Initial Term from December 20, 2026 to January 1, 2028: you pay the stub for December 20, 2026 to January 1, 2027, plus one full year for January 1, 2027 to January 1, 2028. A monthly Subscription bought on January 24, 2027 has an Initial Term to March 1, 2027: you pay the stub for January 24 to February 1, plus one full month for February 1 to March 1. ## 5. Your Billing Time Zone 5.1 Your Billing Time Zone is the time zone of the billing address you give at checkout, found from its ZIP code or, if the ZIP code cannot be matched, from its state. The checkout shows it before you pay, and ZephyrusWare records it with your consent. A Renewal Date starts at 00:00 on its date as the clock reads in your Billing Time Zone on that date, including any daylight saving time then in effect. 5.2 If you change your billing address to one in a different time zone, the date and time of your current renewal stay as they are, with its reminders and its cancel deadline, and the new Billing Time Zone applies from the renewal after it, which is then scheduled in the time zone of your billing address at that time. ZephyrusWare relies on the address you give and does not check where you live. You cannot change your billing address to one outside the places that Schedule A or Schedule B allows. ## 6. Your Consent And The Checkout 6.1 **Before billing details are requested.** Before the checkout asks for your billing address or payment details, it shows the product and Tier, the key limits of the Tier, the price before sales tax, the billing interval, that the Subscription renews automatically until you cancel, the first renewal date, and how and by when to cancel (before 00:00 on the Renewal Date in your Billing Time Zone). It also tells you that payments are not refundable on cancellation, except as the Refund Policy says. 6.2 **Before you pay.** Before you pay, the checkout shows each amount charged now with the dates it covers and the total, the renewal price, the first Renewal Date and the time it starts in your Billing Time Zone, any sales tax, and the fact that the Subscription renews automatically until you cancel, next to a box that is not ticked for you, beside the button that continues to payment. 6.3 **Your consent.** The consent sentence states the total you will pay today and the renewal price as two separate amounts, and the button shows the total. The button cannot be used until you tick the box. ZephyrusWare records the exact wording you were shown and when you ticked the box, and does not charge a renewal unless you gave that consent. ## 7. Confirmation 7.1 After your purchase, ZephyrusWare emails you an acknowledgment that describes the automatic renewal terms, each amount you paid with the dates it covers, the first Renewal Date, the renewal price and billing interval, the cancellation policy, how to cancel online with a link that takes you straight to cancellation, the deadline for cancelling to avoid the renewal charge, and a link to the Refund Policy. ## 8. Reminders Before Each Renewal 8.1 Before each renewal, ZephyrusWare emails a reminder to your Notice Address stating the Renewal Date, the amount that will be charged and how to cancel, with a link that takes you straight to cancellation: (a) for an annual Subscription, 38 days and 33 days before the Renewal Date; and (b) for a monthly Subscription, 28 days before the Renewal Date. 8.2 A "day" here means a calendar day in your Billing Time Zone: a reminder "38 days before" is queued at 00:00 in your Billing Time Zone on the date that is 38 days before the Renewal Date and is sent as soon as ZephyrusWare's email system can send it. ZephyrusWare does not send a reminder after 00:00 in your Billing Time Zone on the date that is 30 days before an annual Renewal Date or 25 days before a monthly Renewal Date. A single reminder 28 days before a monthly Renewal Date also meets the notice that some states require before the renewal that carries a monthly Subscription past its first 12 months, so ZephyrusWare sends no separate anniversary notice. 8.3 If an email fails temporarily, ZephyrusWare tries again, but for an annual Subscription a first reminder is not sent once the second reminder is due, and no reminder is sent after the latest time stated in Section 8.2. If an address permanently refuses an email (a Hard Bounce), ZephyrusWare does not try that address again for that reminder. Section 4.2 leaves every Initial Term time for both reminders, and a reminder whose time has already passed when a term begins is not sent late. 8.4 When a price increase applies to a renewal, each reminder for it states the new price and that ZephyrusWare has sent or will send a separate notice about the change (Section 12). ## 9. No Reminder, No Renewal Charge 9.1 ZephyrusWare decides whether it may charge a renewal at 00:00 in your Billing Time Zone on the date that is 30 days before the Renewal Date for an annual Subscription, and 25 days before the Renewal Date for a monthly Subscription. It charges the renewal only if at least one reminder under Section 8 for that term was Sent before that decision. A reminder accepted after the decision does not authorize that renewal. Where Section 9.3 or Schedule A.3 also requires your acceptance, ZephyrusWare charges the renewal only if you have accepted by the acceptance deadline. 9.2 If none was Sent, ZephyrusWare does not charge that renewal: your Subscription stops renewing, your access continues until the end of the period you have paid for, nothing is refunded or shortened, and you can buy the Subscription again in the customer portal. When this happens ZephyrusWare shows a notice in the customer portal and also emails you that your Subscription will not renew. That email may also fail, so please check the portal and keep your email address current. 9.3 **Acceptance of new versions before a renewal.** If a new version of the Terms, this Policy or the Refund Policy takes effect before a Renewal Date, ZephyrusWare renews your Subscription only if you (for a Business Account, a Tenant Admin) have accepted the new version, with the checkboxes described in the Terms, at least 24 hours before that Renewal Date (the "acceptance deadline", which is also the deadline in Schedule A.3). Every reminder under Section 8 that follows the notice of a new version says so, and ZephyrusWare emails you 14 days before the Renewal Date if you have not accepted. If you have not accepted by the acceptance deadline, ZephyrusWare cancels your Subscription instead of renewing it: you keep access until the Renewal Date, nothing is charged, nothing is refunded, and you can buy it again after you accept. A change to the Acceptable Use And Data Policy or the Service Policy is accepted by ticking the Terms box again. Your access to what you have already paid for, export, cancellation and support are never blocked. ## 10. Cancelling 10.1 **How to cancel.** You can cancel a Subscription at any time online, in the customer portal under Billing, Subscriptions, "Cancel automatic renewal", without calling or writing to ZephyrusWare. For a Business Account, a Tenant Admin cancels. You can cancel even while your account is suspended or restricted. A Personal Account holder can also ask ZephyrusWare to cancel through support. 10.2 **The deadline.** To avoid a renewal charge, cancel before 00:00 on the Renewal Date in your Billing Time Zone. 10.3 **Cancel links.** Every email from ZephyrusWare that tells you how to cancel includes a link that takes you straight to cancellation. You may need to sign in first, which protects your Subscription. The link never cancels by itself. 10.4 **What cancelling does.** Cancelling stops future renewals. It does not move the Subscription's Billing End Date: your access continues until that date and then ends. Cancelling does not entitle you to a refund (see the Refund Policy). ZephyrusWare emails you a confirmation of your cancellation. 10.5 **If you have already cancelled.** A reminder may still reach you shortly after you cancel. If you have cancelled, no renewal charge will be made. ## 11. Changes During A Term 11.1 **Upgrading.** If a product lets you move to a higher Tier, or lets a Business Account add Seats, during a term, you go through the same checkout as for a new purchase. The checkout shows the proportional amount for the rest of the current term and the new renewal price, states the deadline for cancelling to avoid the renewal charge, and asks you to tick a box that is not ticked for you before you pay. The added access starts after that payment is verified, and it does not start a new Initial Term. **Before the renewal decision.** If you upgrade or add Seats before ZephyrusWare decides whether to charge the next renewal (Section 9.1), the added access renews with the Subscription, and ZephyrusWare sends a corrected reminder that states the new renewal amount. The renewal charges the corrected amount only if a reminder stating it was Sent before that decision; if none was, the Subscription renews without the added Seats or the upgrade, which end on the Renewal Date. **After the renewal decision.** If you upgrade or add Seats after that decision, the checkout says that the added access runs until the Renewal Date and does not renew, and you can add it again after the Subscription renews. 11.2 **Downgrading and removing Seats.** A move to a lower Tier or a removal of Seats takes effect at your next renewal. You keep your current Tier and Seats until then. **Downgrades and Seat removals never produce a refund, credit or other adjustment.** If, when a downgrade or Seat removal takes effect, more users are assigned than the new Tier or number of Seats allows, access to that product is paused until a Tenant Admin unassigns enough users. No user or data is deleted. 11.3 **Changing billing interval.** A change between monthly and annual billing, where the Tier offers both, takes effect at your next renewal. ## 12. Price Changes 12.1 **Notice before an increase.** ZephyrusWare may increase the price of an existing Subscription. An increase never applies to a term you have already paid for. It applies from the first Renewal Date that is at least 28 days after ZephyrusWare schedules it, and a renewal that falls sooner is charged at the price you were paying. For each increase, ZephyrusWare queues a notice to your Notice Address at 00:00 in your Billing Time Zone on the date that is 28 days before the Renewal Date at which the new price first applies, and tries again after a temporary failure until the date that is 10 days before that Renewal Date. The notice states the old and new price, the Renewal Date it first applies to, and how to cancel with a link that takes you straight to cancellation. A decrease applies from your next Renewal Date and is stated in the reminder before it. 12.2 **If the notice cannot be Sent.** An increase applies to a renewal only if the notice of it was Sent, and was not reported as a Hard Bounce, no later than 10 days before that Renewal Date. Otherwise that renewal is charged at the price you were paying, and the increase can apply only from a later Renewal Date for which a notice was Sent in time. 12.3 **Your choice.** If you do not want to renew at the new price, you can cancel before that renewal under Section 10. 12.4 **No refunds for price changes.** A price change never affects a term you have already paid for, so no refund, credit or proration is due because of an increase. 12.5 **Fewer users or Seats for the same price.** Reducing the number of users or Seats a plan includes without reducing its price is a price increase under this Section. If, when the change takes effect, more users are assigned than the plan then includes, access to that product is paused until a Tenant Admin unassigns enough users. No user or data is deleted. ## 13. Failed Payments 13.1 If a renewal payment fails, access under that Subscription ends at its Billing End Date. You can restore access by completing the renewal payment or buying again. ZephyrusWare does not charge late fees. ## 14. Payment Disputes 14.1 **Contact us first.** If you believe a charge is wrong, please contact ZephyrusWare before disputing it with your bank or card issuer. Most billing problems can be fixed faster that way. Nothing in this Policy limits any right you have under law to dispute a charge. 14.2 **What a dispute does.** While a payment for a Subscription is disputed or charged back: (a) the Seats covered by the disputed payment are held and cannot be assigned; (b) **access to the product that the disputed payment covers is paused, and nothing else is.** If one payment covered more than one product, access to each of those products is paused. Your other products keep working. In a Business Account, access is paused only if the Account does not have enough unassigned Seats to cover the hold, until a Tenant Admin unassigns enough Seats. You can still use the customer portal to resolve the dispute, cancel and contact support, and your data is kept; (c) if the dispute is decided in ZephyrusWare's favor, the held Seats are released and access to the paused product is restored; and (d) if the dispute is decided in your favor, the disputed Seats are removed. You would need to buy them again to regain that access. 14.3 **Improper disputes.** A dispute on its own never suspends your account or any product other than the one the disputed payment covers. Only if ZephyrusWare reasonably believes that a dispute is fraudulent or made in bad faith may it suspend all or part of your account under the Service Policy. ## 15. Notices Under This Policy 15.1 **When an email notice is given.** An email from ZephyrusWare is Sent, and any notice it contains is given, when ZephyrusWare's email service provider accepts it for delivery to your Notice Address, unless the provider reports a Hard Bounce for it. A notice that was Sent still counts if your email provider later delays it, filters it or treats it as spam, or if the provider reports a temporary failure. A Hard Bounce reported before ZephyrusWare decides whether to charge a renewal (Section 9) means that a reminder for that renewal is treated as not Sent, and a Hard Bounce reported for a price-increase notice before the latest time for sending it (Section 12.2) means that notice is treated as not Sent. For a Business Account, a notice is Sent when it has been accepted for delivery to the Billing Contact's address and has not been reported as a Hard Bounce for it. A copy sent to a Tenant Admin does not decide whether a notice was Sent. 15.2 **Records.** For each notice it Sends, ZephyrusWare keeps the email provider's message identifier, the time it was Sent, a fingerprint of its content and any Hard Bounce the provider reports for it, for seven years. 15.3 **Automated emails.** ZephyrusWare's billing notices are generated and sent automatically by its systems. Please keep your email address current and make sure messages from ZephyrusWare are not blocked. ## 16. Changes To This Policy 16.1 ZephyrusWare may update this Policy. Each version has a version number and an effective date, and ZephyrusWare keeps every version available at https://zephyrusware.com/terms/billing-policy/, and each version has its own permanent page, for example https://zephyrusware.com/terms/billing-policy/1.0/. 16.2 For a material change, ZephyrusWare will email you (Personal Accounts) or your Tenant Admins (Business Accounts) at least 30 days before the new version takes effect, unless a change is required sooner by law or for security reasons. Changes that do not materially affect your rights take effect when published. 16.3 ZephyrusWare may ask you to tick the box for a new version. Until you do, ZephyrusWare will not renew your Subscriptions (see Section 9.3) and may limit new purchases, upgrades and Seat increases, but will not stop your access to what you have already paid for, export, cancellation or support. If you do not agree to a new version, you may cancel your Subscriptions before it takes effect, and the version you last accepted continues to apply until the end of your current paid term. ## 17. Contact Questions about this Policy can be sent to legal@zephyrusware.com. Support is available through the customer portal. Security concerns can be sent to security@zephyrusware.com. ## Schedule A. Personal Accounts A.1 **Where your billing address may be.** A Personal Account is for residents of the fifty states of the United States and the District of Columbia. A billing address outside them, including a U.S. territory or a military (APO, FPO or DPO) address, stops the checkout before payment. A.2 **One Subscription for each checkout.** Each checkout buys one Subscription, and the quantity is always one Seat. To buy another Subscription, you complete another checkout. A.3 **Price increases you must accept.** If the billing address on your account is in a place where the law requires your agreement to a price increase (at the date of this Policy, the State of New York), an increase applies only if you accept the new price in the customer portal at least 24 hours before the Renewal Date (the "acceptance deadline"). The notice under Section 12.1 tells you how and states the deadline. If you have not accepted, ZephyrusWare sends you a reminder 14 days before the Renewal Date. ZephyrusWare records your acceptance with the wording you were shown and the time. If you have not accepted by the acceptance deadline, ZephyrusWare cancels your Subscription instead of renewing it: you keep access until the Renewal Date, nothing is charged, nothing is refunded, and you can buy it again at the then-current price in the customer portal. A.4 **Reminders and notices** go to the email address on your account. ## Schedule B. Business Accounts B.1 **Where your billing address may be.** ZephyrusWare sells only in the United States. A Business Account that buys directly must give a billing address in the fifty states of the United States or the District of Columbia. A billing address outside them, including a U.S. territory or a military (APO, FPO or DPO) address, stops the checkout before payment. B.2 **Who acts.** Your Tenant Admins place orders, cancel Subscriptions and accept this Policy for your business. Reminders and notices go to your Billing Contact (B.3). B.3 **Your Billing Contact.** A Tenant Admin must designate one Billing Contact, an email address, before the first purchase, and can change it at any time in the customer portal. Every reminder and notice under this Policy goes to the Billing Contact, and ZephyrusWare also sends a copy to each Tenant Admin, but only the Billing Contact's address decides whether a notice was Sent. If the Billing Contact's address reports a Hard Bounce, the customer portal shows each Tenant Admin a banner that says so and asks them to update it. If a Business Account has no Billing Contact, for example because it existed before this Policy, its Notice Addresses are the addresses of all its Tenant Admins, and a notice is Sent when it has been accepted for delivery to at least one of them and has not been reported as a Hard Bounce for all of them. B.4 **Seats and orders.** A Business Subscription covers one product, one tier, one billing interval and a quantity of Seats. Each checkout buys one Subscription, and to buy another you complete another checkout. Adding Seats or upgrading follows Section 11.1. B.5 **Price increases.** For a Business Account, an increase applies at the Renewal Date named in the notice unless you cancel before it. The New York acceptance rule in Schedule A is a consumer rule and is not applied to Business Accounts. B.6 **Partner Customers.** If you buy through a Partner, the Partner is the seller of record. It sets your price, collects your payment and handles your billing, invoices, taxes and price changes under its own terms, and this Policy does not apply to those purchases. Partners cannot sell below ZephyrusWare's Direct price, and if ZephyrusWare's Direct price rises above the price you pay, your Partner's price will rise to at least the new Direct price at a renewal after the required notice.