Terms of Use

Effective as of September 3rd, 2024. These Terms are a binding agreement between Zeta AI, Inc. (also referred to as “Zeta Labs”) and its affiliates and you (the “Customer” defined as any individual or organization that has, accesses or directs the use of, an account). 

The Terms, along with any applicable Orders (means any ordering documents or online registration, referencing these terms) and Additional Terms, if any (collectively, the “Terms”) govern your use of and access to our website and any associated software applications, technology, and services (collectively, the “Plaform”).

Key Definitions

GDPR: General Data Protection Regulation – A European Union regulation that governs data protection and privacy for individuals within the EU and EEA.
AI Act: Artificial Intelligence Act – A proposed EU regulation that sets guidelines and rules for the use of AI, particularly focusing on high-risk AI applications and transparency in AI decision-making.
Privacy Directive: A European Union directive that complements the GDPR, focusing on privacy in electronic communications, including cookies, tracking, and unsolicited marketing communications.
NIS 2 Directive: Network and Information Security Directive – A European Union directive aimed at enhancing cybersecurity measures and protection of critical infrastructure and essential services across the EU.
DSA: Digital Services Act – An EU regulation that governs online platforms, intermediary services, and the responsibilities of digital service providers to ensure user safety and transparency.
DMA: Digital Markets Act – An EU regulation designed to ensure fair competition and transparency in digital markets, particularly focusing on large online platforms acting as gatekeepers.
ISO/IEC 27001: An international standard for information security management systems (ISMS), providing best practices for protecting sensitive information.
ISO/IEC 27701: An international standard that extends ISO/IEC 27001 to include specific requirements for a privacy information management system (PIMS) to ensure compliance with privacy regulations such as the GDPR.
DPIA: Data Protection Impact Assessment – An assessment required by GDPR for high-risk data processing activities.

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Acceptance

Pre-requisite. To use the Platform, you must have full legal rights to agree to these Terms, in accordance with the laws of your country of residence; other restrictions may be applicable to specific functionalities of the Platform or based on the territory of access or use. You might use the Platform for yourself or your employer (in either case you represent and warrant that you have the required legal capacity to do so) either through direct online registration or by placing an Order.

Regular Review and Updates. Zeta Labs commits to regularly reviewing and updating our Privacy Policy and Terms of Use to ensure ongoing compliance with legal requirements and industry standards. Significant changes will be communicated to users via email and will require consent where necessary.

Terms Updates. We may offer from time-to-time various free or paid functionalities, packages, features, or versions of the Platform which may contain in addition to these Terms their specific additional terms. We may make changes to the Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms and, in some cases, we may provide you with additional notice. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Platform will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using the Platform.

Trial and Beta Versions. Zeta Labs may also designate the Platform or certain parts of the Platform as “trial”, “evaluation,” “not for resale,” or other similar designation (“Trial Version”) which you may be able to use only for the period and purposes stated when we provide it. We may also designate the Platform, or a feature of the Platform, as a prerelease or beta version available temporary (“Beta Version”). A Beta Version does not represent the final product and may contain bugs that may cause system or other failure, crashes, and data loss. We may choose not to release a commercial version of the Beta Version in which case you will need to stop using the Beta Version.

License

Zeta Labs uses autonomous AI agents within the Platform. We comply with the AI Act to ensure transparency in how the AI agents operate, particularly in high-risk scenarios where the Platform autonomously performs tasks. In cases where our Platform interacts with third-party services, such interactions are governed by the Digital Markets Act (DMA) to ensure transparency and compliance.

Use License. Zeta Labs hereby agrees to provide you the right to use the Platform, under a limited, non- exclusive, non-transferable, non-sublicensable and revocable license, in accordance with these Terms.

Zeta Labs Ownership. Zeta Labs and its affiliates own all rights, title, and interest, in and to the:

(i) the Platform, and the

(ii) Confidential Information (means any information marked confidential or which would normally under the circumstances be considered as such).

Customer Ownership. As between you and Zeta Labs, and to the extent permitted by the applicable law, you:

(a) retain your ownership rights in your Content,

(b) retain your ownership in your Confidential Information, and

(c) own the Outcomes (meaning the results of the Platform and its autonomous agents’ actions). We hereby assign to you all our right, title, and interest, if any, in and to the Outcome.

Aggregated Data. You acknowledge and agree that we can use Platform Aggregated Data (means aggregated and anonymized statistical and other information from the use of the Platform, which does not identify a specific person, and which may be used for reporting, research, improvements, fraud prevention, industry compliance, and other reasonable business purposes) and that it is not Confidential Information.

Third party Services. Our Platform and services may include third party soEware, products, or services, (“Third Party Services”) and some parts of our Platform, may include Outcomes from those services (“Third Party Outcome”). Third Party Services and Third Party Outcome are subject to their own terms, and we are not responsible for them.

Zeta AI, Inc. integrates with third-party services to enhance the functionality of our Platform. However, we are not responsible for the performance, availability, or reliability of these third-party services. Users acknowledge that they are subject to the terms and conditions of these third-party services when using them through our Platform.

Content

Acceptable Use. The Platform allows you to submit Content for processing or design your own workflow to deploy for autonomous execution. OurPlatform may provide or generate autonomous software agents to create, improve and independently execute, certain actions based on your submitted Content. You are responsible for Content, including ensuring that the Content and the Outcome do not violate any applicable law or these Terms. You represent and warrant that you have all rights, licences, and permissions needed to provide Content to our Platform and take full responsibility for the Outcomes.

Outcome. Artificial intelligence, machine learning and AI autonomous agents are rapidly evolving with potential unpredictable consequences. We are working to improve our Platform to make it reliable, predictable and beneficial. Considering the novelty of the artificial intelligence, impossibility to predict its consequences but also its related fields of study and development, use of our Platform may in some situations result in Outcomes that do not accurately reflect initial instructions, Content, situations, apps, real people, places, or facts. It is imperative to ensure that any Content is accurate and properly submitted to the Platform and that the likely Outcomes are properly determined, understood, accepted and in compliance with the law and do not infringe on the rights of others.

Outcome Similarity. Due to the nature of our Platform and artificial intelligence generally, Outcomes may not be unique and other users may receive similar Outcomes from our Platform. Our assignment above does not extend to other users’ Outcome or any Third Party Outcome.

Outcome Use. We can use your Outcome and Content worldwide to provide, maintain, develop, and improve our Platform and related services, comply with applicable law, enforce our terms and keep our Platform secure.

Platform Use Warranties. When you use our Platform you understand and agree:

Outcomes may not always be accurate, reliable, predictable or beneficial. You should not rely on Outcomes from our Platform as a sole source of truth or factual information, or as a substitute for professional advice, or as a substitute for human professional, as required by certain laws or regulations that restrict the use of unlicensed individuals, or automated means to achieve certain actions or outcomes.
You must evaluate Outcomes and Content for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Outcomes from the Platform.
You must not use the Platform to generate any Outcome relating to or impacting a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
Our Platform may provide incomplete, incorrect, or offensive Outcome that does not represent our views or values. If Outcome references, links or is accessing any third party products or services, it doesn’t mean the third party endorses or is affiliated with Zeta Labs or our PlaGorm.
Our Platform may autonosmously decide a certain course of action which may not have been designed or submitted to the Platform by you but which the PPlatform considers to be needed for the achievement of your desired Outcome initially submitted to the Platform. Zeta Labs is not responsible nor in control of what Content you are submittng to the Platform nor what desired Outcomes you are expecting.
Any autonomous decisions made by the Platform’s AI agents are in compliance with the AI Act. You are responsible for reviewing and ensuring that the Outcomes generated by the Platform are accurate and appropriate for your use case. Zeta Labs emphasizes the importance of human oversight for high-risk automated decisions, as mandated by GDPR and the AI Act.

No Warranty. Although we are using reasonable efforts to monitor the Content and the way the Platform is used, we cannot guarantee it will be free of:  
(i) malware or contaminants that may harm your systems, or any files therein,  
(ii) materials you may find objectionable or inappropriate,  
(iii) used in violation of these Terms for malicious purposes, or  
(iv) unencrypted transmissions over the Internet. We disclaim any responsibility or liability related to Third-Party Outcomes and Content (including yours, for which you are solely liable) or the manner or purposes for which the Platform is used and reserves the right to remove or modify any Content or Outcome and restrict or remove any access, for any reason, with or without notice. We reserve the right to enforce all reasonably available legal remedies to protect the Platformand its users against illegal, damaging, or malicious use.

Feedback. If you provide us with feedback or suggestions regarding the Platform an Outcome, or other offerings, we may use the feedback or suggestions without any restrictions or obligations.

Privacy

Consent. Please read our Privacy Policy which describes the types of data we collect from you (“Data”), how we use your Data, and the legal bases we have to process your Data. Where processing is based on consent and to the extent permitted by law, by agreeing to these Terms, you consent to our collection, use and disclosure of your Content and Data as described herein and in the Privacy Policy. You further consent not to collect, process, or store any Sensitive Personal Information using the Platform You agree not to transmit, disclose, or make available to Zeta Labs or its’s third-party providers any Sensitive Personal Information (means an individual’s financial information, sexual preferences, medical, or health information protected under any health data protection laws, biometric data (for purposes of uniquely identifying an individual), personal information of children protected under any child data protection laws and any additional types of information included within this term or any similar term (such as “sensitive personal data” or “special categories of personal information”) as used in applicable data protection or privacy laws.

Responsibility. Please note that you are responsible for assessing compliance with your applicable privacy laws and other information technology laws and regulaCons applicable to you or your use of the Platform. When you are using any Data, you are responsible for processing it lawfully, informing and where relevant, obtaining the consent of the data subject, implement the required privacy policies, in accordance with the applicable privacy laws.

Access. Where permiVed by law, we will access your Content or Outcomes. For example, to perform under these Terms, we may need to access your Content or Outcomes to respond to  
(i) Feedback or support requests;  
(ii) detect, prevent, or otherwise address fraud, security, legal, or technical issues; and  
(iii) enforce the Terms. We may also use automated systems to analyze Content or Outcomes using techniques such as machine learning to improve our Platform and the user experience.

Compliance. We comply with the GDPR, AI Act, and ISO/IEC 27701 to ensure that all personal data processed by the Platform is secure, transparent, and protected. Zeta Labs will not collect, process, or store any sensitive personal information, as defined by **GDPR**, and will notify users in case of any significant processing that involves AI-based decision-making.

Plaform Use

Confirmation. You further expressly consent to the following rules and to: comply with all terms and conditions specified herein as well as any other specific addional terms, documents or policies, as published by us, from time to time;

comply with all terms and conditions required by third-party providers of any data, products, services, software, etc. which you might use with the Platform and assume any risk related to such use;
comply with all terms and conditions specified herein as well as any other specific additional terms, documents or policies, as published by us, from time to time;
maintain, monitor and control all activity conducted through your account, back-up and validate data from all systems and we assume no liability for any activity, data loss or corruption thereof.

Restrictions. You will not:

offer, use, or permit the use of the Platform in a computer services business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as a part of a hosted service, or on behalf of any third party or for any activity where use or failure of the Platform could lead a situation that threatens the safety of human life or severe physical harm or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles or air traffic control;

use or encourage others to use the Platform  
(a) to infringe any rights,  
(b) to violate any laws or contracts,  
(c) to access, tamper with or misuse any data or system,  
(d) share any Content or Outcomes that are unlawful, harmful, invasive of another’s privacy, or otherwise objecrionable;
use the Platform for any purposes prohibited by US, EU or other applicable law, or export control laws;
except as expressly permitted in the Terms, not alter, port, adapt, merge, translate, decompile, develop versions or derivative works, reverse engineer, modify (including any proprietary markings, features or functionalities of) the Platform or otherwise derive the source code, data representations or underlying algorithms, processes, methods, models, and any other portion of the Platform. If the laws of your jurisdiction give you the right to decompile the Platform to obtain information necessary to render the licensed portions of the Platform interoperable with other software, you must first request such information from us. We may, in our discretion, either provide such information to you or impose certain conditions on your decompilation form to ensure that our and our suppliers’ proprietary rights in the Platform are protected;
resell, sublicense, assign, transfer, rent, lease, lend or otherwise distribute your rights acquired under these Terms and you are required to flow down to the extent applicable, all your obligations herein to, and will be liable for, all third parties to which you give access to thePlatform;
attempt to, or gain unauthorized access to any service, account, computer systems or network or
circumvent any limits, authentication or security measures or test the vulnerability of the systems or networks (e.g., by sending a virus, overloading, spamming, or mail-bombing or use the Platform to distribute malware, impersonate or misrepresent affiliation with any person or entity);
not extract data or Outcome automatically or programmatically.
representing that Outcome was human generated when it was not.
using Outcomes to develop models or products that compete with our offering.

Breach. Any suspected breach of these Terms, unauthorized use, IP infringement, access or activity will be notified at team@zetalabs.ai, including any loss, theft, or unauthorized disclosure or use of a username or password. You represent and warrant that you are the authorized user and have all the required rights to use the e-mail address and other information when creating an account related to, or associated with, a company or organiztiCon. You are hereby authorizing Zeta Labs to access, use and process the Content and data you submit or upload to or use with the Platform as reasonably necessary  
(a) to provide, maintain and update the Platform;  
(b) to prevent or address service or security issues;  
(c) as required by law or as permitted by our Privacy Policy. We may suspend or remove your account and request you remove the Platform or any related materials from your systems:  
(i) if we reasonably suspect that you have breached your obligations toward us, including as set out in these Terms;  
ii) if applicable, you fail to pay the associated fees when due;  
(iii) if we reasonably suspect that keeping the account may be unlawful or infringe any third-party rights; or  
(iv) as requested by you, if we do not have a legal obligation or legitimate interest to further keep your account information. We may take reasonable steps to notify you of these actions but will be under no obligation to do so.

Fees

Payment. We may provide certain services or Platform versions or functionalities for a fee, as specified in the applicable documentation or public offer. We may also sign a separate enterprise agreement with you under which your access to the Platform will be specified; in absence of a separate enterprise agreement your access will be governed by these Terms. Therefore, you authorize us to store your payment method provided and use it in connection with your use of the Platform, as described in the Terms. The price stated for the Platform excludes all applicable taxes and currency exchange seVlements, unless stated otherwise. We may suspend or cancel access to the Platform if we do not receive an on time, full payment from you as specified in the offer or the Platform. Suspension or cancellation for non-payment could result in a loss of access to and use of your account and its Content. To pay the fees, you will be asked to provide a payment method at the time you sign up for a paid feature or use. You can access and change your billing information and payment method in your account. You agree to promptly update your account and other information, including your email address and payment method details, so we can complete your transactions and contact you as needed in connection with your transactions. Depending on the paid versions or service of the Platform we may make available from time to time, we may bill you in advance a one-time only fee (ensuring access for a specific period) or on a recurring basis as a subscription base fee. Also, we may charge you up to the amount you have approved, and we will ntiCfy you in advance of any change in the amount to be charged for recurring subscription.

Subscription. If we make available the Platform or any version or feature available on a subscription model, you agree to pay the fees on a subscription basis (e.g., monthly, or annually), and you agree that you are authorizing recurring payments, and payments will be made to us by the method and at the agreed recurring intervals, until the subscription is terminated. By authorizing recurring payments, you are authorizing us to store your payment instrument and process such payments. Any errors on your bill need to be notified to us within 60 days after the error first appears on your bill, otherwise you release us from all liability and claims of loss resulting from the error and we won't be required to correct the error or provide a refund.

Cancellation. You may cancel at any time, with or without cause and you will not receive a refund at the time of cancellation and will be required to pay all charges made to your billing account for the Platform before the date of cancellation. Depending on the type of paid service related to the Platform that you used, you may be required to pay cancellation costs and lose access to and use of your account. If you cancel, your access to the paid service ends at the end of your current service period or, if we bill your account on a periodic basis, at the end of the period in which you canceled.

Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice and any price increase will take effect on your next renewal so that you can cancel if you do not agree to the price increase.

Any personal information, including payment information, processed via cookies or other tracking technologies is managed in accordance with the ePrivacy Directive and GDPR, ensuring user consent and compliance with privacy standards.

Your Commitments and Liability

Warranties. By using the Platform, you warrant that you have:  
(i) all necessary licenses and permissions to create, use, submit and share your Content and Outcomes;  
(ii) the rights necessary to grant the licenses in the Terms, and  
(iii) the legal capacity to comply with the Terms.

Indemnity. You will indemnify us and our affiliates, subsidiaries, officers, agents, employees, resellers, distributors, vendors, customers, partners, and licensors (“Zeta Labs Related Party”) from any claim, demand, loss, or damage, including reasonable attorneys’ fees, arising out of, or related to your Content or Outcomes, your use of thePlatform, or your violation of the Terms. We have the right to control the defense of any claim, action, or matter subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defense of any such claim, action, or matter.

Disclaimers and Limitation of Liability

Disclaimer. You understand and agree that your use of the PlaGorm is at your own risk and responsibility and that we and any Zeta Labs Related Party make no warranties, express, implied, statutory, or otherwise, guarantees or conditions regarding the use or availability of the Platform or any part thereof. The Platorm is provided “AS-IS” and on “AS AVAILABLE” and “WITH ALL FAULTS” basis. To the maximum extent permited by law, we disclaim all warranties, express or implied, statutory, or otherwise, including non-infringement, availability, service uptime, informational content or accuracy, title, merchantability, fitness for a particular purpose or capability of the Platform to integrate or interoperate with other technologies or generate expected Outcomes. We make no commitments about the Content or Outcomes within the Platform. We further disclaim any warranty that the Platform  
(i) will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free;  
(ii) the results obtained from the use of the Platform will be effective, accurate, or reliable;  
(iii) the quality of thePlatform will meet your expectations; or  
(iv) any errors or defects in the Platform will be identified or corrected.

Indirect Damages. To the maximum extent permiVed by applicable law, we (and Zeta Labs Related Party) are not liable to you or anyone else for any special, incidental, indirect, consequenCal, moral, exemplary or puniCve damages whatsoever, regardless of cause, including losses and damages  
(i) resulting from loss of use, data, informaCtinal content or accuracy, title, reputation, revenue, profits, interruption of business, computer malfunction, failure of software, or server down time;  
(ii) based on any theory of liability, including breach of contract or warranty, negligence, or other tortious action; or  
(iii) arising out of or in connection with your use of or access to the Platform. In jurisdictions where exclusion of implied warranties or limitation of liability for incidental or consequential damages is not legally possible (meaning that some of the above limitations may not apply to you), our liability will be limited to the greatest extent permitted by law.

Limitaon Cap. Your exclusive remedy against us (or Zeta Labs Related Party) and our total liability in any maVer arising out of or related to the Terms is limited to the aggregate amount that you paid for access to the Platform during the six-month period preceding the event giving rise to the liability. These limitations and exclusions apply to the maximum extent permittrd by law even if a remedy does not fully compensate you for any losses or fails of its essential purpose or even if we knew or should have known about the possibility of damages.

Explicit Limitation of Liability. Notwithstanding any other provisions of this agreement, Zeta Labs does not exclude or limit liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be excluded by law. In jurisdictions where limitations of liability for gross negligence or willful misconduct are not permitted, Zeta AI, Inc.'s liability shall be limited to the maximum extent permitted by law.

Service Legal Agreements (SLAs). Zeta Labs strives to provide continuous, reliable access to the Platform, but does not guarantee uninterrupted service. In the event of a service outage exceeding 24 hours, customers may be eligible for service credits, calculated at a prorated amount based on the duration of the outage and the monthly subscription fee.

Other. We specifically disclaim all liability for any actions resulitng from your use of the Platform or any related services. You may use and access the Platform at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to the Platform or any related services.

Zeta Labs disclaims any responsibility for the unintended Outcomes resulting from autonomous AI decisions made by the Platform, as regulated under the **AI Act**. Furthermore, Zeta Labs ensures that all necessary security measures are implemented under the NIS 2 Directive to protect the data processed by the Platform, including during service outages or cybersecurity incidents.

Terminaton

Convenience. You may stop using the Platform at any time, unless otherwise agreed in writing. TermintiCon of your account does not relieve you of any obligation to pay any outstanding fees. We may also terminate your use of the Platform at any time ( e.g. we discontinue the Platform; we have a reasonable suspicion that you have breached or attempted breach of these Terms or applicable law; provision of the Platform is deemed unlawful or may infringe any rights; if applicable, you fail to pay the fees in due time; there has been an extended period of inactivity in your free account). In respect of paid licenses, we will provide you with reasonable notice in advance. Upon termination you must delete all copies of the Platform or any Outcomes, at your expense.

Effects. Upon the expiration or termination of the Terms, some or all of the Platform functionalities may cease to operate without prior notice. Your indemnification obligations, our warranty disclaimers and limitations of liabilities, and dispute resolution provisions stated in the Terms will survive.

Compliance

Trade Sanctions and Export Control Regulations. The Platform, and your use, may be subject to laws, restrictions, and regulations of the United States, European Commission, United Nations, and other similar national or international jurisdictions ("Export Control SancCons") that  
(i) govern the import, export, and use of the Platform; and
(ii) may prohibit us from providing the Platform to you without notice. By using the Platform, you represent and undertake that you, your affiliates, or users  
(i) are not named on any Export Control Sanctions list of restricted parties,  
(ii) will not export or reexport the Technology (or any result therefrom) directly or indirectly, to any country or a foreign national of a country in violation of any such Export Controls SancCtins list,  
(iii) will not engage in activities that would cause us (or any Related Party) to be in violation of Export Control Sanctions and  
(iv) you will comply, and you will regularly review and take appropriate action to ensure compliance with all domestic and international export laws and regulations that apply to the technology used or supported by the application. These laws include restrictions on destinations, end users, and end use.

Third Party Materials. The Platform may contain or may be enjoined by third party components including open source code (OSC), which are subject to their own terms and conditions, as detailed on our website or within the Platform. If you use the Platform in conjunction with third-party systems, data, products, services, platforms, etc., then you need to ensure full compliance with the terms and conditions required by such third-party providers. With respect to certain OSC, to the extent there are any conflicts between any terms of these Terms and any terms of the respective OSC licenses, which the OSC license does not permit, such conflicting terms of these Terms will not apply. Any fees charged in connection with the Platform do not apply to any OSC for which fees may not be charged under the applicable open-source license. Where the terms of any specific open-source license entitle you to the source code of the respective OSC (if any), that source code may be made available upon request (a fee may be charged). Also, there may be certain functionalities which make available access to third party resources or allow for the transmission of such resources or materials, including via links. By using such functionalities, you are directing us to access, route and transmit to you the applicable resources and materials. We are not responsible for those resources or materials and the use is at your own risk subject to third party terms and conditions.

Audit. We may verify that your use, access, installation, or deployment of the Platform comply with the Terms. Upon request, you will provide us with details and use reports of all your users. Additionally, no more than once every 12 (twelve) months, we may perform the verifications onsite, either directly or by appointing a sub-contractor, and you agree to provide all the required assistance and support. If the verification discloses a non-conformity, you will immediately address it. If there are any underpaid fees for payable Platform which exceed 5% of the regular value thereof, then you will also pay for the audit costs.

General

Zeta Labs primarily targets consumers and users located in the United States. By using our Platform, you acknowledge that our services are designed with US users in mind, though they are accessible to users in other regions.

Governing Law and Venue. This Agreement is governed by the laws of the United States, without regard to conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) do not apply to this Agreement. Parties hereby accept the exclusive jurisdicCon of the competent courts located in London, UK and irrevocably waive any objection and defense (including, any defense of an inconvenient forum) which either may have to the bringing or maintenance of any such claim. The parties voluntarily and intentionally waive any right they may have to trial by jury in any claim under or in connection with this agreement.

.Dispute Resolution and Governing Law. In the event of any dispute arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiations within ninety (90) days from the applicable notice. If the dispute cannot be resolved amicably, it shall be settled exclusively by arbitration in English, conducted in Wilmington, Delaware, under the Commercial Arbitration Rules of the American Arbitration Association, or another mutually agreed-upon arbitration body. The party failing to comply with this section will cover the litigation costs of the other party, irrespective of the outcome, to the maximum extent permitted by applicable law. If there is no agreement under this provision, the dispute will be settled according to the Governing Law and Venue provision.

Statute of Limitation. To the extent permiVed by applicable law, any cause of action arising out of or related to the use of the Platform, or the Terms must be filed within one (1) year after such cause of action arose. Any cause of action which is not filed within such period will be precluded by this provision is permanently barred.

Injunctive Relief. In the event of your or others’ unauthorized access to or use of the Platform in violation of the Terms, you agree that we are entitled to apply for injunctuve remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

Non-Assignment. You may not assign or otherwise transfer the Terms or your rights and obligations under the Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under the Terms to a third party.

No Waiver and Severability. Our failure to enforce or exercise any provision of the Terms is not a waiver of that provision. The illegality, invalidity, or unenforceability of a provision of this Agreement for any reasons whatsoever shall not affect the validity of the entire Agreement or the remaining provisions of this Agreement. The Parties undertake to replace the illegal, invalid, or unenforceable provision with a legal, valid or enforceable provision, which is as similar as possible as regards as its economic intent.

Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligtiCon (other than your payment obligations to us) under the Terms if the delay or failure is due to unforeseen events, which occur after the effectiveness of the Terms and which are beyond the reasonable control of the parties, such as strikes, blockade, war, terrorism, riots, natural disasters, refusal of license by the government or other governmental agencies, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

Disclaimers and Limitation of Liability for EU consumers

Our Platform and services are primarily intended for users in the United States. However, we comply with the General Data Protection Regulation (GDPR) and other relevant data protection laws for our users from the European Union and other regions. When using our Platform, you must ensure that any data processing activities you undertake comply with these laws.

For users residing in the European Union, any clauses limiting liability or disclaiming warranties shall not apply to the extent prohibited by applicable law. These users may have additional rights under local law, and nothing in this agreement is intended to affect those rights.

If your use of our Platform involves high-risk processing of personal data, such as large-scale processing of special categories of data or systematic monitoring of publicly accessible areas, you must conduct Data Protection Impact Assessments (DPIAs) in accordance with GDPR requirements. We will provide necessary assistance and information to support your DPIA efforts.

We are committed to cooperating with data protection authorities in the EU and other regions. If you are contacted by a data protection authority regarding your use of our Platform, you must promptly inform us and cooperate with any reasonable requests for information or action.

Any third-party services or data processors you use in conjunction with our Platform must also comply with GDPR and other applicable European data protection laws. You are responsible for ensuring such compliance.

If you process personal data of individuals in the European Union while using our Platform, you must respect the data subject rights granted by the GDPR, including the rights to access, rectify, erase, restrict processing, data portability, object to processing, and not to be subject to automated decision-making, including profiling. You are responsible for responding to and fulfilling any data subject requests concerning their personal data processed through our Platform.

For users residing in the European Union, Zeta Labs complies with GDPR and the AI Act to ensure that automated decision-making processes are transparent and allow for human review. Additionally, Zeta Labs adheres to the NIS 2 Directive to protect data from unauthorized access and ensure the continuity of its services in case of cybersecurity incidents.

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