ZeroOne Labs - B2B SaaS Software Leasing Agreement

1. Overview

This B2B SaaS Software Leasing Agreement ("Agreement") is between ZeroOne Labs, Inc. ("ZeroOne Labs," "we," "our," or "us") and the entity or person ("Customer," "you," or "your") who registers to use the ZeroOne Labs Services. This Agreement describes the terms and conditions that apply to your use of the ZeroOne Labs Services.

If you do not understand any of the terms of this Agreement, please contact us before using the ZeroOne Labs Services.

You may not access or use the ZeroOne Labs Services if you do not agree to abide by all of the terms and conditions in this Agreement.

2. Scope and Intent

This Agreement applies to your use of the ZeroOne Labs Services, including our software, platform, API, documentation, applications, and other products and services provided by ZeroOne Labs (collectively, "Services").

3. Account Registration

3.1 Registration and ZeroOne Labs Account

To access and use certain Services, you must register for a ZeroOne Labs account ("ZeroOne Labs Account") by providing your company name, business contact information, and any other information requested by us. We may reject your application for a ZeroOne Labs Account, or cancel an existing ZeroOne Labs Account, for any reason in our sole discretion.

3.2 Entity Types

If you are a legal entity, the person signing up for the ZeroOne Labs Services represents and warrants that they have the authority to bind the entity to this Agreement.

4. Subscription Service and Leasing Terms

4.1 Subscription Model

ZeroOne Labs offers various features on a monthly subscription basis ("Subscription Features"). Customer must pay the applicable subscription fees to access these features.

4.2 Intellectual Property Ownership

ZeroOne Labs retains full ownership of all intellectual property related to the Services, including but not limited to:

1. All software code, algorithms, and technical implementations;
2. All data collected through the use of the Services ("Service Data");
3. All derivative works, improvements, or modifications to the Services;
4. All intellectual property rights associated with the above.

This ownership remains in effect until Customer purchases outright ownership from ZeroOne Labs pursuant to a separate agreement.

4.3 Data Ownership

All data generated, collected, processed, or stored via the Services belongs to ZeroOne Labs until Customer purchases outright ownership. Customer is granted a limited license to access and use this data solely in connection with their use of the Services during the subscription term.

4.4 Outright Purchase Option

Customer may, at their option, purchase outright ownership of specific intellectual property and/or data by entering into a separate purchase agreement with ZeroOne Labs. The terms, conditions, and pricing for such purchases shall be determined at ZeroOne Labs' discretion.

5. Service Terms

5.1 Your Relationship with Your Customers

You are solely responsible for your relationship with your own customers or end users. ZeroOne Labs is not responsible for the products or services you publicize or sell, or that your customers purchase using the Services.

5.2 Relationship to ZeroOne Labs

ZeroOne Labs has no relationship with your customers. You may not represent or imply any sponsorship or endorsement by ZeroOne Labs.

5.3 Content

You are solely responsible for all service descriptions, pricing terms, and other information you provide through the Services. You must provide accurate and complete information about your business and the services you offer.

6. Service Data

6.1 Service Data Collection and Use

ZeroOne Labs collects and uses Service Data to:

• Provide, maintain, and improve the Services;
• Develop new products and services;
• Detect and prevent fraudulent transactions and other illegal activities;
• Protect the rights and property of ZeroOne Labs and others;
• Comply with our legal obligations.

6.2 Limited License to Customer Data

You grant ZeroOne Labs a worldwide, royalty-free, non-exclusive, transferable, and sublicensable right to use, copy, modify, distribute, publish, and process Customer Data for the purposes of providing and improving the Services, creating aggregated and anonymized analytics, and as otherwise permitted by this Agreement.

7. Fees and Payment Terms

7.1 Subscription Fees

Subscription fees will be billed on a monthly basis unless otherwise specified. All fees are due immediately and are non-refundable. Fees are exclusive of all taxes, which we will charge as applicable.

7.2 Changes to Fees

We may change our fees at any time with 30 days' notice. If you do not agree to the fee changes, you must stop using the Services before the changes take effect.

7.3 Late Payments

Late payments may result in service interruption. You are responsible for all costs incurred by ZeroOne Labs in collecting delinquent amounts.

8. Term and Termination

8.1 Term

This Agreement starts on the date you register for the Services and continues until terminated by either party.

8.2 Termination

Either party may terminate this Agreement:

• Without cause upon 30 days' written notice to the other party;
• Immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure the breach within 14 days of being notified of it.

8.3 Effects of Termination

Upon termination:

• All licenses granted under this Agreement will terminate;
• All access to the Services will cease;
• All fees owed to ZeroOne Labs will become immediately due and payable;
• Unless Customer has purchased ownership, all Service Data remains the property of ZeroOne Labs, and Customer must cease all use of such data.

9. Security

9.1 Security Controls

We are responsible for establishing and maintaining appropriate administrative, technical, and physical safeguards for the Services. You are responsible for establishing and maintaining security of your systems that interface with our Services.

9.2 Security Breach Notification

In the event of a security breach affecting the Services, we will notify you as soon as reasonably practicable and take steps to minimize harm.

10. Confidentiality

10.1 Confidential Information

"Confidential Information" means any information disclosed by one party to the other that is marked as confidential or that should reasonably be understood to be confidential. The Services, their features, and pricing are Confidential Information of ZeroOne Labs.

10.2 Protection of Confidential Information

Each party agrees to:

• Use the same degree of care to protect the other party's Confidential Information as it uses to protect its own;
• Not disclose the other party's Confidential Information except to its employees, contractors, and advisors who need to know and who are bound by confidentiality obligations;
• Only use the other party's Confidential Information to perform its obligations or exercise its rights under this Agreement.

11. Representations and Warranties

11.1 Your Representations and Warranties

You represent and warrant that:

• You have full power and authority to enter into this Agreement;
• Your use of the Services will comply with this Agreement and all applicable laws;
• Any information you provide to us is accurate and complete.

11.2 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ZEROONELABS SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

11.3 No Warranty of Availability or Uptime

ZEROONELABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT CONTENT LOSS WON'T OCCUR, OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE BASIS.

12. Limitation of Liability and Waiver of Claims

12.1 Comprehensive Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZEROONELABS OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS BE LIABLE FOR:

a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OR LOSSES;

b) ANY LOST PROFITS, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION;

c) ANY DAMAGES RESULTING FROM SYSTEM FAILURES, OUTAGES, DELAYS, OR SERVICE INTERRUPTIONS;

d) ANY DAMAGES RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;

e) ANY DAMAGES FOR ANY LOST DATA OR CONTENT;

f) ANY DAMAGES RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES OR ANY RELATED SERVICES;

g) ANY DAMAGES RELATED TO ANY THIRD-PARTY PRODUCTS OR SERVICES;

REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZEROONELABS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12.2 Monetary Cap on Liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, IN THE EVENT THAT ZEROONELABS IS FOUND LIABLE FOR ANY DAMAGES WHATSOEVER, ZEROONELABS' TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF: (A) $100.00 USD OR (B) THE AMOUNT PAID BY YOU TO ZEROONELABS IN THE ONE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Waiver of Class Actions and Jury Trials

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU EXPRESSLY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

BOTH PARTIES HEREBY WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

13. Indemnification

13.1 Your Indemnification of ZeroOne Labs

You will indemnify, defend, and hold harmless ZeroOne Labs from any claim, action, demand, loss, damage, or expense (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of this Agreement; (c) your violation of any rights of a third party; or (d) your violation of any applicable law.

13.2 Our Indemnification of You

We will indemnify, defend, and hold harmless you from any third-party claim that the Services as provided by us infringe the intellectual property rights of a third party, provided that you (a) promptly notify us of the claim; (b) give us sole control of the defense and settlement of the claim; and (c) provide us with reasonable assistance in the defense and settlement of the claim.

14. Dispute Resolution and General Provisions

14.1 Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration conducted in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in [City, State], and judgment on the arbitration award may be entered in any court having jurisdiction. This arbitration provision constitutes a waiver of any right to a jury trial.

IN NO EVENT SHALL EITHER PARTY COMMENCE ANY LEGAL ACTION OR PROCEEDING AGAINST THE OTHER PARTY WITH RESPECT TO ANY CLAIM OR DISPUTE LESS THAN ONE (1) YEAR AFTER THE EVENT GIVING RISE TO SUCH CLAIM OR DISPUTE. ANY CLAIM NOT BROUGHT WITHIN SUCH TIME PERIOD SHALL BE BARRED.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between you and ZeroOne Labs regarding your use of the Services and supersedes all prior agreements and understandings.

14.3 Amendments

We may amend this Agreement at any time by posting a revised version on our website or by notifying you via email. Your continued use of the Services after the effective date of the revised Agreement constitutes your acceptance of the revised terms.

14.4 Assignment

You may not assign this Agreement without our prior written consent. We may assign this Agreement without your consent.

14.4 Governing Law and Venue

This Agreement is governed by the laws of [Jurisdiction], without regard to its conflict of laws principles. Any dispute arising from this Agreement must be brought exclusively in the courts of [Jurisdiction].

14.5 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

14.6 Force Majeure

Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control.

14.7 Notices

All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; or (c) when sent by commercial courier with written verification of receipt.

By using the ZeroOne Labs Services, you acknowledge that you have read this Agreement, understand it, and agree to be bound by its terms and conditions.

Last updated: March 4, 2025