Enterprise Terms of Service

These Enterprise Terms ("Terms") govern access to and use of the Services offered by Zeroset, Inc. ("Zeroset") by the customer identified in an Order Form ("Customer"). These Terms apply only when an Order Form, statement of work, enterprise agreement, or other written ordering document (each, an "Order Form") references or incorporates these Terms. Each Order Form and these Terms together form the "Agreement."

If you enter into the Agreement on behalf of an entity, you represent and warrant that you are authorized to bind that entity. If Customer submits an online order through Zeroset's standard online ordering process and Zeroset accepts that order, the online order is deemed an Order Form under these Terms.

1. Definitions

"AUP" means Zeroset's Acceptable Use Policy.

"Customer Data" means any data, content, prompts, messages, records, files, metadata, application data, personal information, embeddings, indexes, memory objects, retrieval results, outputs, and other materials provided, uploaded, submitted to, stored in, or processed through the Services by or on behalf of Customer, excluding Usage Data.

"Documentation" means Zeroset's then-current official technical documentation for the Services.

"Services" means Zeroset's hosted software platform, APIs, SDKs, developer tools, memory infrastructure, retrieval and indexing services, dashboards, Documentation, and related services specified in an Order Form.

"Usage Data" means telemetry, logs, metrics, analytics, performance data, diagnostic data, feature usage data, and other information about Customer's use of the Services that does not identify Customer or any individual.

2. Order Forms; Access to the Services

Upon execution or acceptance, each Order Form is incorporated into and forms part of the Agreement. Subject to Customer's compliance with the Agreement, Zeroset grants Customer a non-exclusive, limited, non-transferable, non-sublicensable right during the applicable Order Form Term to access and use the Services specified in the Order Form for Customer's internal business purposes and in accordance with the Documentation, the AUP, and the usage limits, restrictions, and scope stated in the Order Form.

3. Users and Account Administration

Customer is responsible for all activity under its account, including the acts and omissions of Customer's employees, contractors, agents, end users, applications, API keys, tokens, and integrations. Customer will maintain accurate account information, protect credentials, promptly revoke access for unauthorized users, and notify Zeroset of unauthorized access or use.

4. Implementation Assistance and Professional Services

Zeroset will provide implementation assistance, onboarding, support, or other professional services only if specified in an Order Form or statement of work. Unless an Order Form states otherwise, professional services are provided on a time-and-materials basis at Zeroset's then-current rates and do not include custom development, data migration, dedicated support, regulated-data configuration, or compliance services.

5. Service Levels and Support

Zeroset will provide the service levels and support commitments, if any, stated in the applicable Order Form or service level agreement. Unless expressly stated in an Order Form, service credits are Customer's sole and exclusive remedy for Zeroset's failure to meet an applicable uptime service level.

6. Updates; Beta Features

Zeroset may provide updates, patches, enhancements, fixes, and modifications to the Services from time to time. Updates are part of the Services and subject to the Agreement. Zeroset may modify the Services to improve functionality, maintain security, comply with law, respond to misuse, or manage usage, provided Zeroset will use commercially reasonable efforts not to materially reduce core functionality of paid Services during an Order Form Term, except as required for security, legal, or operational reasons.

Zeroset may provide alpha, beta, preview, research, or experimental features ("Beta Features"). Beta Features are provided for evaluation only, may be modified or discontinued at any time, may not be supported, may be subject to additional restrictions, and are provided "AS IS" without warranties, indemnities, service levels, or commitments.

7. Customer Data

As between the parties, Customer retains all right, title, and interest in Customer Data. Customer grants Zeroset a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, index, embed, store, retrieve, display, and otherwise use Customer Data only as necessary to provide, secure, support, maintain, and improve the Services, comply with law, enforce the Agreement, and as otherwise instructed by Customer or permitted by the Agreement.

Customer is solely responsible for Customer Data, including its accuracy, quality, legality, reliability, appropriateness, permissions, privacy notices, consents, and compliance with applicable law. Customer represents and warrants that it has all rights and permissions necessary to provide Customer Data to Zeroset and authorize Zeroset to process Customer Data as contemplated by the Agreement.

Zeroset will use commercially reasonable efforts to maintain the security and integrity of the Services and Customer Data. Customer acknowledges that Customer Data may be irretrievably deleted if Customer's account is materially delinquent or after termination or expiration of the Agreement, subject to the DPA, BAA, Order Form, Documentation, and applicable law.

8. No Training on Customer Data

Zeroset will not use Customer Data to train, develop, or improve artificial intelligence or machine learning models, algorithms, or systems, except with Customer's express written permission or as expressly stated in an Order Form. This restriction does not prevent Zeroset from using Customer Data to provide, secure, support, troubleshoot, or maintain the Services for Customer.

9. Usage Data

Zeroset may collect and use Usage Data to provide, operate, monitor, secure, support, analyze, and improve the Services, develop new features, prevent abuse, and manage capacity. Zeroset owns Usage Data, and Usage Data is not Customer's Confidential Information, provided Zeroset will not disclose Usage Data externally in a manner that identifies Customer or any individual except as permitted by the Agreement, the Privacy Policy, the DPA, the BAA, or applicable law.

10. AI Features and Third-Party Services

Customer may elect to use features that involve artificial intelligence, machine learning, embedding, retrieval, ranking, summarization, prompt assistance, memory creation, or similar functionality ("AI Features"). Customer acknowledges that AI Features and outputs may be incomplete, inaccurate, delayed, biased, unavailable, or unsuitable for Customer's intended use. Customer is responsible for evaluating, verifying, and supervising outputs before relying on them.

The Services may interoperate with third-party services, model providers, infrastructure providers, tools, repositories, data sources, APIs, or integrations that are not operated by Zeroset ("Third-Party Services"). Customer's use of Third-Party Services is governed by Customer's agreements with those providers. If Customer configures the Services to send Customer Data to a Third-Party Service, Customer authorizes Zeroset to transmit the relevant Customer Data to that Third-Party Service. Zeroset is not responsible for Third-Party Services.

11. Data Protection; DPA; Subprocessors

If Zeroset processes personal information in Customer Data on behalf of Customer, the parties will be bound by Zeroset's Data Processing Addendum ("DPA") or another mutually executed data processing agreement. If there is a conflict between the Agreement and the DPA regarding personal information processed on Customer's behalf, the DPA controls for that conflict.

Zeroset may use subcontractors and subprocessors to provide the Services, subject to the DPA where applicable. Zeroset will maintain a list of subprocessors or provide such list upon request as described in the DPA.

12. HIPAA; PHI; Other Regulated Data

Customer may not submit, store, or process Protected Health Information ("PHI") or other healthcare data subject to HIPAA through the Services unless the parties have executed a Business Associate Agreement ("BAA") and the applicable Order Form, product, account, or environment expressly authorizes PHI. If the parties execute a BAA and there is a conflict between the Agreement and the BAA regarding PHI, the BAA controls for that conflict.

Customer may not submit, store, or process payment card data subject to PCI DSS, children's personal information, biometric identifiers, precise geolocation, government identifiers, financial account information, criminal records, special category data, or other regulated or sensitive data unless expressly authorized in the Order Form and subject to any required additional terms.

13. Restrictions and Acceptable Use

Customer will comply with the AUP and all applicable laws. Except as expressly permitted by the Agreement, Customer will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or attempt to discover source code, object code, models, algorithms, systems, or underlying structure of the Services except to the extent law prohibits this restriction;
• modify, translate, or create derivative works based on the Services;
• copy, rent, lease, distribute, sell, resell, pledge, assign, or otherwise transfer or encumber rights to the Services;
• use the Services to build or operate a product or service that replicates, competes with, or is substantially similar to the Services;
• use the Services for the benefit of a third party except as expressly authorized in an Order Form;
• interfere with or attempt to interfere with the proper working of the Services;
• undertake security testing, vulnerability scanning, penetration testing, or load testing without Zeroset's prior written consent;
• bypass access controls, rate limits, usage restrictions, or security measures;
• remove or alter proprietary notices; or
• use the Services in a manner prohibited by the AUP.

14. Ownership; Feedback

As between the parties, Zeroset retains all right, title, and interest in and to the Services, Documentation, software, technology, models, systems, designs, interfaces, know-how, and other intellectual property provided or developed by Zeroset, including improvements, derivatives, and modifications. No rights or licenses are granted except as expressly stated in the Agreement.

Customer may provide Feedback. Customer grants Zeroset a worldwide, perpetual, irrevocable, sublicensable, transferable, royalty-free license to use Feedback without restriction or compensation.

15. Fees and Payment

Customer will pay all fees stated in each Order Form. Unless otherwise stated in an Order Form, fees are invoiced annually in advance, payable in U.S. dollars within thirty (30) days from invoice date, non-cancelable, non-refundable, and exclusive of taxes. Customer is responsible for all taxes, duties, and assessments other than taxes based on Zeroset's net income.

Past-due amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. If Customer exceeds usage limits, Zeroset may invoice Customer for additional usage at the overage rates stated in the Order Form or, if none are stated, Zeroset's then-current standard rates.

16. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or should reasonably be understood to be confidential given its nature and the circumstances of disclosure, including product plans, security information, business information, technical information, pricing, Customer Data, and the Services. Confidential Information does not include information that is public, already known without restriction, independently developed without use of the Confidential Information, or rightfully received from a third party without restriction.

The receiving party will use Confidential Information only to perform or exercise rights under the Agreement and will protect it using at least reasonable care. The receiving party may disclose Confidential Information to employees, contractors, advisors, auditors, and representatives who need to know it and are bound by confidentiality obligations at least as protective as this Section. A party may disclose Confidential Information as required by law if it gives reasonable notice when legally permitted.

Confidentiality obligations continue for five (5) years after disclosure, except that trade secrets remain protected for so long as they remain trade secrets under applicable law.

17. Suspension

Zeroset may suspend or limit Customer's access to or use of the Services if: (a) Customer's account is past due; (b) Customer breaches the Agreement or AUP; (c) Customer's use creates security, legal, operational, or reputational risk; (d) Customer's use may harm the Services, Zeroset, another customer, or a third party; or (e) suspension is required by law or a Third-Party Service. When practicable and legally permitted, Zeroset will use commercially reasonable efforts to provide prior notice and an opportunity to remediate.

18. Term and Termination

The Agreement begins on the effective date of the first Order Form and continues until all Order Forms have expired or terminated. Each Order Form continues for the initial term stated in the Order Form and renews as stated in the Order Form.

Either party may terminate the Agreement or an Order Form for material breach if the breaching party does not cure the breach within thirty (30) days after written notice. Zeroset may terminate immediately for unlawful use, uncured payment default, material security risk, or breach that cannot reasonably be cured.

Upon expiration or termination, Customer's right to use the Services ceases. Customer remains responsible for all fees incurred before termination and any non-cancelable commitments. Zeroset will return or delete Customer Data as required by the DPA, BAA, Order Form, Documentation, and applicable law. Assistance exporting Customer Data may be billed at Zeroset's then-current rates unless an Order Form states otherwise.

19. Indemnification

Customer will defend, indemnify, and hold harmless Zeroset from and against third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to Customer Data, Customer applications, Customer's use of Third-Party Services, Customer's breach of the Agreement or AUP, or Customer's violation of law or third-party rights.

Zeroset will defend Customer against third-party claims alleging that Customer's authorized use of the Services infringes that third party's U.S. intellectual property rights, and will pay damages finally awarded or amounts agreed in settlement. Zeroset's obligations do not apply to claims arising from Customer Data, Customer applications, Third-Party Services, modifications not made by Zeroset, combinations not provided by Zeroset, unauthorized use, continued use after Zeroset provides a non-infringing alternative or terminates the affected Services, or Customer's breach of the Agreement.

The indemnified party must promptly notify the indemnifying party of the claim, allow the indemnifying party to control the defense and settlement, and reasonably cooperate at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault or imposes non-monetary obligations on the indemnified party without the indemnified party's consent.

20. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICES, DOCUMENTATION, BETA FEATURES, AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEROSET DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, ERROR-FREE OPERATION, AND QUIET ENJOYMENT.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ZEROSET FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Notwithstanding the foregoing, Zeroset's total liability for a breach of its confidentiality, security, or data protection obligations with respect to Customer Data will not exceed two times (2x) the amounts paid or payable by Customer to Zeroset for the Services giving rise to the claim in the twelve (12) months before the event giving rise to liability.

The limitations in this Section do not limit Customer's payment obligations, either party's liability for infringement or misappropriation of the other party's intellectual property rights, Customer's breach of the AUP or restrictions on use, indemnification obligations, or liability that cannot be limited by law.

22. Publicity

Zeroset may identify Customer as a customer in customer lists, websites, and marketing materials, including by using Customer's name and logo, unless Customer opts out in writing or an Order Form states otherwise.

23. Miscellaneous

The Agreement is governed by the laws of the State of California, excluding conflict-of-law rules. The state and federal courts located in San Francisco, California will have exclusive jurisdiction over disputes arising out of or relating to the Agreement, and each party consents to venue and personal jurisdiction in those courts.

Neither party is liable for delays or failures caused by events beyond its reasonable control, except payment obligations. Neither party may assign the Agreement without the other party's consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee is not a competitor of the non-assigning party and agrees to be bound by the Agreement. Zeroset may use subcontractors to perform its obligations but remains responsible for their performance as required by the Agreement and DPA.

Notices must be in writing and sent to the contacts stated in the Order Form or another address designated by notice. Amendments and waivers must be in writing and signed by both parties, except updates to the AUP, Documentation, Privacy Policy, and subprocessors list may be made as described in those documents. If any provision is unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in effect.

24. Order of Precedence

If there is a conflict among documents, the following order controls, unless expressly stated otherwise: (1) BAA, with respect to PHI; (2) DPA, with respect to personal information processed on Customer's behalf; (3) Order Form; (4) these Terms; (5) AUP; (6) Documentation. Purchase orders and other Customer procurement documents do not modify the Agreement unless expressly signed by Zeroset and stated to amend the Agreement.