Platform Terms of Service

These Platform Terms of Service ("Platform Terms") govern access to and use of Zeroset's hosted software platform, APIs, SDKs, developer tools, memory infrastructure, retrieval and indexing services, dashboards, documentation, and related services that link to these Platform Terms (collectively, the "Services"). These Platform Terms are entered into between Zeroset, Inc. ("Zeroset," "we," "us," or "our") and the person or entity accessing or using the Services ("Customer," "you," or "your").

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and "Customer," "you," and "your" refer to that organization. If you do not agree to these Platform Terms, you may not use the Services.

1. Relationship to Other Terms

These Platform Terms apply to self-serve, trial, developer, beta, or other online use of the Services unless Customer has entered into a written order form, master services agreement, enterprise terms, or other negotiated agreement with Zeroset that expressly governs the Services (an "Enterprise Agreement"). If an Enterprise Agreement applies, that Enterprise Agreement controls over these Platform Terms for the applicable Services.

Customer's use of the Services is also subject to Zeroset's Acceptable Use Policy ("AUP"), Privacy Policy, Documentation, and any plan, usage, or product-specific terms presented in the account, order page, or Documentation. If Customer and Zeroset enter into a Data Processing Addendum ("DPA") or Business Associate Agreement ("BAA"), the DPA or BAA controls over these Platform Terms with respect to the subject matter it covers.

2. Accounts and Users

Customer must provide accurate account, billing, and contact information and keep it current. Customer is responsible for maintaining the confidentiality of account credentials and for all activities that occur under Customer's account, including activities of Customer's employees, contractors, agents, end users, applications, API keys, tokens, and integrations (collectively, "Users").

Customer will promptly notify Zeroset of any unauthorized access to or use of the Services or Customer's account. Zeroset may require Customer to configure appropriate administrative, security, and access controls, including multi-factor authentication, role-based access controls, and credential rotation.

3. Access to the Services

Subject to Customer's compliance with these Platform Terms, Zeroset grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable subscription or trial period to access and use the Services for Customer's internal business purposes and to build, test, and operate Customer applications that interoperate with the Services, in each case in accordance with these Platform Terms, the AUP, the Documentation, and applicable plan limits.

Zeroset may modify the Services from time to time, including to improve functionality, maintain security, comply with law, respond to misuse, or manage usage. Zeroset will use commercially reasonable efforts to avoid materially reducing core functionality of paid Services during a subscription term, except as required for security, legal, or operational reasons.

4. Customer Applications and Customer Data

"Customer Data" means data, content, prompts, messages, records, files, metadata, application data, personal information, embeddings, indexes, memory objects, retrieval results, outputs, and other materials that Customer or Users submit to, store in, or process through the Services, excluding Usage Data.

As between Customer and Zeroset, 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 these Platform Terms, and as otherwise instructed by Customer or permitted by these Platform Terms.

Customer is solely responsible for Customer Data, including its accuracy, quality, legality, reliability, permissions, privacy notices, consents, and compliance with applicable law. Customer represents and warrants that it has all rights and permissions necessary to submit Customer Data to the Services and to authorize Zeroset to process Customer Data as described in these Platform Terms.

5. 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 agreed in an Enterprise Agreement. This restriction does not prevent Zeroset from using Usage Data as described below or from using Customer Data to provide, secure, support, troubleshoot, or maintain the Services for Customer.

6. Usage Data

Zeroset may collect and use telemetry, logs, metrics, analytics, performance data, diagnostic data, feature usage data, and other information about Customer's use of the Services ("Usage Data") to provide, operate, monitor, secure, support, analyze, and improve the Services, develop new features, prevent abuse, and manage capacity. Zeroset will not disclose Usage Data externally in a manner that identifies Customer or any individual except as permitted by these Platform Terms, the Privacy Policy, the DPA, or applicable law.

7. AI Features, Memory Results, and Customer Responsibility

The Services may include or support AI-enabled features, including memory creation, memory retrieval, ranking, summarization, embedding, indexing, prompt assistance, agent tooling, and other probabilistic functionality ("AI Features"). Customer acknowledges that AI Features and memory or retrieval results may be incomplete, inaccurate, delayed, biased, unavailable, or not suitable for Customer's intended use.

Customer is responsible for evaluating, verifying, and supervising use of the Services and any outputs or results before relying on them. Customer may not use the Services or any output as the sole basis for legal, medical, financial, employment, housing, lending, insurance, law enforcement, safety-critical, or other high-impact decisions unless expressly authorized in a written agreement with Zeroset and Customer implements appropriate human review, testing, controls, and legal compliance.

8. Third-Party Services and Model Providers

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, not these Platform Terms.

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. Customer is responsible for confirming that its use of Third-Party Services is lawful and appropriate for Customer Data, including any personal information, regulated data, confidentiality obligations, model training settings, retention settings, and security requirements.

Zeroset is not responsible for Third-Party Services, including their availability, security, acts, omissions, outputs, processing, or compliance.

9. Data Protection and Privacy

Zeroset's Privacy Policy describes how Zeroset processes personal information for which Zeroset acts as a controller or business. To the extent Zeroset processes personal information in Customer Data on Customer's behalf as a processor, service provider, or business associate, the parties will enter into Zeroset's DPA, BAA, or other required data protection terms as applicable.

Customer is responsible for providing legally required notices, obtaining legally required consents, responding to end-user requests, and ensuring that Customer's instructions to Zeroset comply with applicable privacy, data protection, consumer protection, healthcare, employment, and other laws.

10. Regulated and Sensitive Data; PHI

Customer may not submit, store, or process through the Services any Protected Health Information ("PHI"), 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 a written agreement with Zeroset and, where applicable, subject to a signed BAA, DPA, data use agreement, or other required terms.

Zeroset may support PHI only for customers that have entered into a signed BAA with Zeroset and only in environments, accounts, products, or configurations expressly authorized by Zeroset for PHI. Unless those requirements are satisfied, Customer must not submit PHI to the Services.

11. Security

Zeroset will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect the security, confidentiality, integrity, and availability of Customer Data. Customer is responsible for securely configuring its account and applications, protecting credentials and API keys, managing User access, and using the Services in accordance with the Documentation and security guidance.

Customer may not conduct penetration testing, vulnerability scanning, load testing, security testing, or similar testing of the Services without Zeroset's prior written authorization.

12. Acceptable Use and Restrictions

Customer will comply with the AUP and all applicable laws. Customer will not, and will not permit any User or 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;
• copy, modify, translate, create derivative works from, rent, lease, sell, resell, distribute, pledge, assign, or otherwise transfer the Services except as expressly permitted;
• use the Services to build or operate a product or service that replicates, competes with, or is substantially similar to the Services;
• interfere with, disrupt, overload, degrade, or bypass the Services or related systems;
• access the Services to monitor availability, performance, or functionality for competitive purposes or to publish unauthorized benchmarks;
• remove or alter proprietary notices;
• use the Services to violate third-party rights, privacy rights, or confidentiality obligations; or
• use the Services in a manner prohibited by the AUP.

13. Trials, Betas, and Previews

Zeroset may offer free trials, alpha, beta, preview, evaluation, 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 of any kind.

14. Fees, Payment, and Taxes

Customer will pay all fees stated at checkout, in the account, in an order, or otherwise agreed by the parties. Unless otherwise stated, fees are in U.S. dollars, non-cancelable, non-refundable, and exclusive of taxes. Customer authorizes Zeroset and its payment processors to charge Customer's payment method for applicable fees, renewals, usage, overages, and taxes.

If Customer exceeds plan limits or usage commitments, Zeroset may charge overage fees, require Customer to upgrade, throttle or limit usage, or suspend access as permitted by these Platform Terms. 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.

15. Suspension

Zeroset may suspend or limit access to the Services if Zeroset reasonably believes that: (a) Customer or a User has violated these Platform Terms or the AUP; (b) Customer's account is past due; (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 provide notice and an opportunity to remediate before suspension.

16. Term and Termination

These Platform Terms begin when Customer first accepts them or uses the Services and continue until terminated. Customer may stop using the Services at any time, subject to any payment obligations, subscription commitments, and cancellation procedures. Zeroset may terminate these Platform Terms or Customer's account if Customer materially breaches these Platform Terms and does not cure the breach within thirty (30) days after notice, or immediately if the breach cannot be cured, presents material risk, or relates to unlawful or abusive use.

Upon termination or expiration, Customer's right to use the Services ceases. Zeroset may delete Customer Data after termination in accordance with its retention practices, the Documentation, the DPA, the BAA, or applicable law. Customer is responsible for exporting Customer Data before termination unless otherwise agreed.

17. Ownership; Feedback

Zeroset owns and 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. No rights are granted except as expressly stated in these Platform Terms.

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

18. Confidentiality

If the parties exchange non-public information that a reasonable person would understand to be confidential, the receiving party will use the information only to perform or exercise rights under these Platform Terms and will protect it using reasonable care. Confidentiality obligations do not apply to 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. A party may disclose confidential information as required by law if it gives reasonable notice when legally permitted.

19. 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 notifies Zeroset that it opts out or an Enterprise Agreement states otherwise.

20. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE PLATFORM TERMS OR AN APPLICABLE ENTERPRISE 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 THESE PLATFORM TERMS WILL NOT EXCEED THE GREATER OF (A) 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, OR (B) ONE HUNDRED U.S. DOLLARS (US $100) IF CUSTOMER HAS NOT PAID ANY FEES.

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, or liability that cannot be limited by law.

22. 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 these Platform Terms or the 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, or continued use after Zeroset provides a non-infringing alternative or terminates the affected Services.

23. Export, Sanctions, and Anti-Corruption

Customer will comply with all applicable export control, sanctions, anti-corruption, and anti-money laundering laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, and that it is not listed on any restricted party list.

24. Changes to these Platform Terms

Zeroset may update these Platform Terms from time to time. If changes are material, Zeroset will use reasonable efforts to notify Customer, such as by email, in-product notice, or posting on the Website. Updated Platform Terms are effective when posted unless stated otherwise. Customer's continued use of the Services after the effective date constitutes acceptance of the updated Platform Terms.

25. Governing Law and Venue

These Platform Terms are 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 any dispute arising out of or relating to these Platform Terms or the Services, and each party consents to venue and personal jurisdiction in those courts.

26. Miscellaneous

Neither party is liable for delays or failures caused by events beyond its reasonable control, except payment obligations. Customer may not assign these Platform Terms without Zeroset's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee is not a competitor of Zeroset and agrees to be bound by these Platform Terms. Zeroset may assign these Platform Terms in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets. These Platform Terms are the entire agreement between the parties regarding their subject matter and supersede prior or contemporaneous agreements on that subject, except any Enterprise Agreement.

27. Contact

Questions about these Platform Terms may be sent to legal@zeroset.com or to Zeroset, Inc., San Francisco, California 94104, United States.