Terms of Service

1. Introduction

Welcome to ZeroTB, a compliance automation SaaS platform provided by ZeroTB, Inc. (“ZeroTB,” “we,” “our,” or “us”). These Terms of Service (“Terms”) govern your access to and use of the ZeroTB platform, website, and related services (collectively, the “Service”).By clicking “Accept,” creating an account, or using the Service, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that entity. If you do not agree, do not use the Service.These Terms incorporate by reference our Privacy Policy and Cookie Policy.

Use of Publicly Available Business Information:To enhance the onboarding experience, ZeroTB may use publicly available business information (such as company name, website, industry, or other legitimate business identifiers) to pre-populate certain fields or generate draft materials when providing access to the Service. This information is sourced from public or third-party business data providers. You may review, modify, or delete this information at any time before completing registration or use.

2. Eligibility and Account Security

Summary: You must be 18+ and keep your account secure.
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Eligibility: You must be at least 18 years old (or the age of majority in your jurisdiction) to use ZeroTB. By registering, you represent and warrant that (a) you meet the applicable age requirement, (b) you are legally permitted to use the Service under applicable law, and (c) you are not located in or subject to restrictions under any applicable export control or sanctions laws.
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If you are creating an account on behalf of a company or organization, you represent and warrant that you have the legal authority to bind that entity to these Terms.
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Account Information: You must provide accurate, complete, and up-to-date information during registration and keep it updated. We are not responsible for any issues arising from inaccurate or outdated information you provide.
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Security: You are responsible for maintaining the confidentiality of your login credentials and for all activity occurring under your account, whether or not authorized by you. You agree to notify ZeroTB immediately of any actual or suspected unauthorized use of your account.You may not share your credentials with third parties except as explicitly permitted in your plan or by written authorization from ZeroTB. Unless we improperly disclose your credentials, we are not liable for any loss or damage resulting from unauthorized access.

3. Acceptable Use

Summary: Use ZeroTB legally, securely, and responsibly.
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When using the Service, you agree not to:

‍Illegal or Unlawful Activity: Use the Service to violate any applicable law, regulation, or third-party rights, including intellectual property, privacy, or export control laws.

‍Security Violations: Undermine or attack the security, integrity, or availability of the Service. This includes (without limitation) probing, scanning, testing vulnerabilities, bypassing security or authentication measures, or injecting malware, ransomware, or other malicious code.

‍System Abuse: Interfere with or disrupt the Service or its infrastructure, including by overloading systems, launching denial-of-service attacks, spamming, or running scripts that degrade performance.

‍Unauthorized Use or Access: Access or attempt to access accounts, systems, or data that do not belong to you, or use the Service in a way that circumvents plan limits or quotas.

‍Resale and Reverse Engineering: Rent, lease, sell, sublicense, distribute, copy, modify, reverse engineer, or create derivative works from the Service, except as expressly authorized in writing by ZeroTB.

‍Infringing Content: Upload, transmit, or store content that you do not have the legal right to use, or that violates the intellectual property or privacy rights of others.

‍Sanctions and Export Control: Use the Service if you are (a) on any U.S. government restricted or denied-party list, or (b) located in or acting on behalf of an entity or individual in a country or region subject to U.S. sanctions.

‍Competitive Use: Use the Service to build or support a competing product or service without ZeroTB’s prior written consent.

Enforcement: If we reasonably believe that your use violates these Terms or creates a security, legal, or reputational risk, we may suspend or terminate your account (in whole or in part), remove content, or take other appropriate measures without liability to you.

Prefilled Data: If the Service includes pre-populated business information, you are responsible for reviewing and verifying its accuracy before use. ZeroTB is not responsible for errors or omissions in publicly sourced information.

4. Subscription Plans, Trials & Payments

Summary: Plans may be free or paid; subscriptions auto-renew; no refunds except as required by law.

Free & Paid Plans: We may offer free (freemium) tiers and/or paid subscription plans (“Paid Plans”), which may include additional features or higher usage limits. We may also offer free trials for new users. At the end of a trial, unless you upgrade to a Paid Plan, your account may revert to a free plan (if available) or be suspended. We may delete or restrict access to trial data if you do not upgrade before the trial ends.

Auto-Renewal: Paid Plans renew automatically at the end of each billing cycle (e.g., monthly or annually) for the same subscription term, unless you cancel before the renewal date. By purchasing a Paid Plan, you authorize ZeroTB to charge your designated payment method at each renewal.

Payments: All subscription fees are due in advance of the applicable subscription period. You are responsible for providing and maintaining accurate billing information. If a payment is not received when due, ZeroTB may suspend or terminate your access to the Service until payment is made. Unpaid amounts may accrue interest at 1.5% per month (or the maximum rate allowed by law) and you will be responsible for reasonable collection costs.

Taxes: Prices listed exclude applicable taxes, levies, duties, or governmental assessments. You are responsible for any such charges except those based on ZeroTB’s net income. If we are required to collect taxes, they will be added to your invoice.

Refund Policy: Except where required by law or explicitly stated otherwise, all fees are non-refundable. If we terminate your account without cause during a paid subscription term, we may provide a prorated refund for the unused portion of that term.

Promotions:Promotional offers, discounts, or coupons may be subject to additional terms and may be modified or terminated at any time.

5. Intellectual Property & Confidentiality

Summary: ZeroTB owns the platform. You keep your data but grant us rights to use it to provide the service.
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ZeroTB IP: All rights, title, and interest in and to the Service—including the software, platform architecture, AI models, algorithms, designs, interfaces, text, graphics, logos, trademarks, and other materials provided by ZeroTB (“ZeroTB IP”)—are and will remain the exclusive property of ZeroTB and its licensors. These Terms do not grant you any ownership rights in ZeroTB IP.We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service during your subscription term, solely for your internal business purposes, subject to these Terms.
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Your Data: You retain all rights, title, and interest in and to any data, documents, content, or other materials you upload, submit, or generate through the Service (“Your Data”). ZeroTB does not claim ownership of Your Data.

By submitting or storing Your Data in the Service, you grant ZeroTB a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, and display Your Data as reasonably necessary to (a) operate and provide the Service, (b) maintain and improve platform functionality, and (c) provide customer support.

We may use Your Data in aggregated and de-identified form (meaning it cannot reasonably identify you or your organization) to improve and enhance our products and services, including analytics and product development.
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Confidentiality: Each party (“Recipient”) may receive from the other (“Discloser”) non-public, confidential, or proprietary information (“Confidential Information”). Confidential Information includes, for example, Your Data, product roadmaps, pricing, algorithms, business strategies, and security details.

The Recipient agrees to:
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(a) use the Discloser’s Confidential Information only for the purpose of performing its obligations under these Terms;
(b) protect it with the same degree of care it uses to protect its own confidential information, and no less than reasonable care; and
(c) not disclose it to any third party except employees, contractors, or subprocessors who have a need to know and are bound by confidentiality obligations.

These obligations survive for three (3) years after disclosure (or indefinitely for trade secrets).Confidential Information does not include information that is (i) publicly available without breach, (ii) obtained from a third party without restriction, (iii) independently developed without reference to the Discloser’s Confidential Information, or (iv) required to be disclosed by law or court order (in which case the Recipient will, if lawful, give prompt notice to the Discloser).

Feedback:
‍If you provide any ideas, suggestions, or feedback regarding the Service (“Feedback”), you grant ZeroTB a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, incorporate, and commercialize that Feedback without compensation to you. Providing Feedback is entirely voluntary.

6. Integration with Third-Party Services

Summary: We integrate with third-party providers. They have their own terms. The list of third-party providers is listed in our Subprocessors.
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Your Permission: The Service may integrate with or rely on third-party products or services (“Third-Party Services”) to provide certain functionality, such as hosting, authentication, workflow processing, or analytics. By enabling or using a Third-Party Service, you authorize ZeroTB to share or receive any data necessary to operate that integration and you authorize the Third-Party Service to access your data as required for that functionality.
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Third-Party Terms: Your use of any Third-Party Service is governed by the terms and policies of the applicable provider. ZeroTB does not control and is not responsible for Third-Party Services, including their security, availability, or performance. You acknowledge that any issues, outages, data breaches, or failures caused by Third-Party Services are outside ZeroTB’s control, and ZeroTB is not liable for any resulting loss, damage, or delays.
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Data Sharing: A current list of subprocessors and third-party providers that support the Service is available in our Subprocessors list, which may be updated from time to time. By continuing to use the Service after an update, you consent to the use of such subprocessors.
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Availability: ZeroTB does not guarantee the continued availability of any Third-Party Service or integration. If a Third-Party Service becomes unavailable or is discontinued, ZeroTB may modify or discontinue the related integration without liability or refund.
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Security: We take reasonable measures to vet subprocessors, but ultimate responsibility for reviewing and accepting Third-Party Service terms rests with you. We recommend reviewing the applicable provider’s privacy and security practices before enabling any integration.

7. Termination

Summary: You can stop using ZeroTB at any time. We can also suspend or terminate for cause.
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Your Termination: You may cancel your subscription or close your account at any time by following the instructions in your account settings or by contacting ZeroTB support. If you cancel a Paid Plan, your access will continue until the end of the current billing cycle, and your subscription will not renew. Fees are non-refundable except as required by law or explicitly stated in these Terms.
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Our Termination or Suspension: We may suspend or terminate your access to the Service, or specific features of it, if:(a) you materially breach these Terms (including non-payment),(b) your use of the Service creates security, legal, or reputational risk,(c) we are required to do so by law or court order, or(d) we discontinue the Service in whole or in part.
Where feasible, we’ll provide notice and an opportunity to cure breaches that can be reasonably remedied before termination. However, for serious or urgent issues (e.g., security incidents or unlawful activity), we may act without prior notice.
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Effect of Termination: Upon termination:Your right to access and use the Service immediately ends.We may delete or disable access to Your Data stored in the Service after 30 days from the effective date of termination, unless required by law to retain it longer.You are responsible for exporting Your Data before the termination date or the end of the retention window.
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No Liability for Termination: To the fullest extent permitted by law, ZeroTB will not be liable to you or any third party for suspension or termination of access to the Service in accordance with these Terms.
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Survival: The following provisions will survive termination of this Agreement:
- Intellectual Property & Confidentiality (Section 5)
- Disclaimer of Warranties (Section 8)
- Limitation of Liability (Section 9)
- Indemnification (Section 10)
- Governing Law & Dispute Resolution (Section 11)
- Any payment obligations or other provisions that by their nature should survive.

8. Disclaimer of Warranties

Summary: We stand behind the performance of our platform, but can’t guarantee external outcomes like audit results.
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ZeroTB provides the Service “AS IS” and “AS AVAILABLE.”We disclaim all implied warranties of merchantability, fitness for a particular purpose, and uninterrupted access to the Service, except as explicitly stated below.
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Platform Performance Assurance:

For paid subscriptions, ZeroTB guarantees that the platform’s automated control monitoring, evidence collection, and policy generation features will function materially as described in your plan. If a defect in the Service prevents these features from operating as intended, we will use commercially reasonable efforts to correct it promptly or provide appropriate service credit.
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Compliance Outcomes:

‍While ZeroTB is designed to help you prepare for and maintain compliance, we do not and cannot guarantee that you will pass any third-party audit, obtain certification, or satisfy any regulatory requirements. Audit outcomes depend on factors outside our control, including your organization’s internal practices, controls, and auditor determinations.
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Third-Party Services:

‍Your use of integrated third-party services (such as hosting, authentication, or analytics providers) is at your own risk. We do not warrant or control those services.
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Some jurisdictions may grant additional rights that are not waived by this section.

9. Limitation of Liability

Summary: Our liability is limited.
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No Indirect Damages: To the fullest extent permitted by law, neither ZeroTB nor you will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business opportunities, goodwill, or data arising out of or relating to these Terms or the use or inability to use the Service. This limitation applies whether the claim is based on contract, tort, strict liability, or any other legal theory, even if a party has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
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Cap on Liability: To the fullest extent permitted by law, the total aggregate liability of ZeroTB and its affiliates, officers, directors, employees, agents, suppliers, or licensors to you for all claims arising out of or relating to these Terms or the Service shall not exceed the greater of:(a) $100 USD, or(b) the total amount paid by you to ZeroTB in the twelve (12) months preceding the event giving rise to the claim.
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Exceptions: The above limitations will not apply to liability resulting from:

(a) gross negligence or willful misconduct by ZeroTB,
(b) fraud or fraudulent misrepresentation,
(c) death or personal injury caused by our negligence, or
(d) any other liability that cannot be excluded or limited by applicable law.
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Allocation of Risk:The parties acknowledge and agree that this limitation of liability reflects a reasonable allocation of risk and forms an essential basis of the bargain between them. The Service is priced based on these limitations.

10. Indemnification

Summary: You cover us if your use causes claims; we cover you for our IP.
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Your Indemnification of ZeroTB: You agree to defend, indemnify, and hold harmless ZeroTB and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:(a) your breach of these Terms,(b) Your Data or content you upload, submit, or otherwise make available through the Service (including claims that such content infringes or misappropriates intellectual property, privacy, or other rights),(c) your violation of any law or regulation, or(d) your gross negligence or willful misconduct.
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ZeroTB’s Indemnification of You: ZeroTB will defend you and your affiliates, officers, directors, and employees from and against any third-party claim alleging that the Service, when used in accordance with these Terms and as provided by ZeroTB, infringes or misappropriates a valid U.S. patent, copyright, or trademark, or unlawfully misappropriates a third party’s trade secret.If such a claim arises, ZeroTB may, at its sole discretion and expense:(a) modify or replace the Service so that it is non-infringing;(b) obtain the right for you to continue using the Service; or(c) terminate your subscription for the affected portion of the Service and provide a prorated refund of prepaid fees for the remaining term.
ZeroTB will have no indemnification obligation for claims arising from:(i) modifications to the Service not made by ZeroTB,(ii) your misuse of the Service, or(iii) your combination of the Service with third-party products or services where the claim would not have arisen but for that combination.
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Indemnification Procedure: A party seeking indemnification (“Indemnified Party”) must promptly notify the other (“Indemnifying Party”) in writing of any claim and provide reasonable cooperation in the defense. The Indemnifying Party will have sole control over the defense and settlement of the claim, except that it may not agree to any settlement that imposes a material obligation on the Indemnified Party without prior written consent (not to be unreasonably withheld). Failure to give prompt notice will not relieve the Indemnifying Party of its obligations except to the extent it is materially prejudiced by the delay.

11. Governing Law & Dispute Resolution

Summary: Delaware law governs. Disputes are resolved in Delaware courts.
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Governing Law: These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
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Jurisdiction & Venue:Y ou and ZeroTB agree that any legal action or proceeding arising under or relating to these Terms shall be brought exclusively in the state or federal courts located in Delaware, and each party irrevocably consents to the personal jurisdiction and venue of such courts. You waive any objections to jurisdiction or venue on the grounds of inconvenience or otherwise.
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International Use: The Service is controlled and operated from the United States. If you access the Service from outside the U.S., you do so at your own risk and are responsible for compliance with all applicable local laws. Regardless of your location, your relationship with ZeroTB will be governed by Delaware law as stated above (to the fullest extent permitted by law).
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Limitation Period:To the extent permitted by applicable law, any claim or cause of action arising out of or related to these Terms or the Service must be filed within one (1) year after the cause of action arose. Otherwise, such claim or cause of action is permanently barred.

12. Notices and Communication

Summary: We may update these Terms; continued use means acceptance.
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We may modify or update these Terms from time to time to reflect changes in our business, the Service, legal requirements, or other operational reasons.

When we make changes, we will:
(a) post the updated Terms on our website with a new “Effective Date,” and
(b) if the changes are material, provide additional notice (such as by email or in-app notification).
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Changes will take effect on the date indicated in the updated Terms. If you continue to use the Service after the new Terms take effect, you agree to be bound by the updated Terms. If you do not agree to the changes, you must stop using the Service and, if applicable, cancel your subscription before the effective date of the changes.

Business Communications: ZeroTB may contact organizations using publicly available business contact information to provide access to or information about the Service. All such communications will identify ZeroTB as the sender and provide a clear way to opt out of future communications.

13. Contact Information

If you have any questions, concerns, or complaints about these Terms or the Service, or if you need to provide any legal notices, you may contact us at:

ZeroTB, Inc.
2261 Market Street STE 86549 
San Francisco, CA 94114
United States
Email: compliance@zerotb.ai

All legal notices must be sent in writing to the email address above or to the mailing address listed here (or any updated address we provide in the future). Notices will be deemed received on the date they are sent (for email) or delivered (for physical mail), provided they are sent during normal business hours; otherwise, they will be deemed received on the next business day. You may also contact us at this address to opt out of outreach communications or to request removal of publicly sourced business information used for onboarding.