Zenith Project — Terms of Service

Effective as of March 23, 2026.

These Terms of Service (the “Agreement”) are entered into by and between Zenith Project LLC, a Florida limited liability company (“Provider”), and the entity or person placing an order for or accessing any Services (the “Customer”). If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” or “Customer” reference your company.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer's initial access to any Services or (b) the date Customer creates an account for the Services.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

Other than the terms defined in the body of this Agreement, these terms have the following meaning:

“Affiliate”means any entity under the control of a Party where “control” means ownership of or the right to direct greater than 50% of the voting securities of such entity.

“Confidential Information” means all code, inventions, know-how, business, technical, and financial information obtained from the other party that is identified as confidential at the time of disclosure or should be reasonably known to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure.

“Customer Data” means any data of any type that is submitted to the Services by or on behalf of the Customer, including without limitation data submitted, uploaded, or imported to the Services by the Customer (including from Third-Party Platforms).

“Documentation” means the technical user documentation and help resources provided with the Services.

“Feedback” means comments, questions, suggestions, or other feedback relating to the Services, but excluding any Customer Data.

“Intellectual Property Rights” include all valid patents, trademarks, copyrights, trade secrets, moral rights, and other intellectual property rights, as may exist now or hereafter come into existence, and all renewals and extensions thereof.

“Laws” mean all applicable local, state, federal, and international laws, regulations, and conventions.

“Services”mean the Provider's proprietary software-as-a-service platform, including all products, features, tools, and software provided by the Provider to the Customer.

“Subscription Term” means the period during which the Customer has an active paid subscription to the Services, including any renewal periods.

“Taxes” mean any sales, use, GST, value-added, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of the Provider.

“Third-Party Platform” means any software, software-as-a-service, data source, or other product or service not provided by the Provider that is integrated with or otherwise accessible through the Services.

2. Provider Services

2.1 Provision of Services

The Services are provided on a subscription basis for the Subscription Term. The Provider will provide the Customer access to the Services as described in the applicable subscription plan.

2.2 Access to Services

The Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of this Agreement and the Documentation. If Customer is given API keys, passwords, or access codes to access the Services, the Customer will keep such credentials strictly confidential and not share such information with any unauthorized person. The Customer will be responsible for all actions taken using Customer's accounts and passwords.

2.3 General Restrictions

The Customer will not (and will not permit any third party to): (a) rent, lease, provide access to, or sublicense the Services to a third party; (b) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (c) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to the Provider); (d) copy or modify the Services or any Documentation, or create any derivative work from any of the foregoing; (e) remove or obscure any proprietary or other notices contained in the Services; (f) publicly disseminate information regarding the performance of the Services; (g) use the Services for any unlawful purpose, including without limitation sending spam, engaging in harassment, or facilitating any form of illegal activity; or (h) attempt to gain unauthorized access to the Services, related systems, or other customers' accounts or data.

2.4 Modifications to Services

The Provider may make changes to the Services from time to time and will update the applicable Documentation accordingly. The Provider will use commercially reasonable efforts to notify the Customer of material changes.

3. Customer Data

3.1 Rights in Customer Data

As between the parties, the Customer will retain all right, title, and interest (including all Intellectual Property Rights) in and to the Customer Data as provided to the Provider. Subject to the terms of this Agreement, the Customer hereby grants to the Provider a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, and display the Customer Data solely to the extent necessary to provide the Services to the Customer.

3.2 Storage of Customer Data

The Provider does not provide an archiving service. The Provider agrees only that it will not intentionally delete any Customer Data from the Services prior to termination of the Customer's applicable Subscription Term and expressly disclaims all other obligations with respect to storage.

3.3 Customer Obligations

(a) In General.The Customer is solely responsible for the accuracy, content, and legality of all Customer Data. The Customer represents and warrants to the Provider that the Customer has all necessary rights, consents, and permissions to collect, share, and use all Customer Data as contemplated in this Agreement, and that no Customer Data will violate or infringe (i) any third-party Intellectual Property Rights or publicity, privacy, or other rights, (ii) any Laws, or (iii) any terms of service, privacy policies, or other agreements governing Customer's accounts with any Third-Party Platforms. The Customer will be fully responsible for all Customer Data submitted to the Services by any person as if it was submitted by the Customer.

(b) Compliance with Laws. The Customer agrees to comply with all applicable Laws in its use of the Services. Without limiting the generality of the foregoing, the Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation any activities that violate applicable Laws including data protection, privacy, and anti-spam regulations.

3.4 Indemnification by Customer

The Customer will defend the Provider from and against any claim arising from or relating to any Customer Data, Customer's use of a Third-Party Platform, or Customer's use of the Services in violation of Laws and will indemnify and hold the Provider harmless from and against any damages and costs awarded against the Provider or agreed in settlement by the Customer (including reasonable attorneys' fees) resulting from such claim, provided that the Customer will have received from the Provider: (i) prompt written notice of such claim (but in any event notice in sufficient time for the Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim; and (iii) all reasonably necessary cooperation of the Provider (at the Customer's expense). Notwithstanding the foregoing, (a) the Provider may participate in the defense of any claim by counsel of its own choosing, at its cost and expense; and (b) the Customer will not settle any claim without the Provider's prior written consent, unless the settlement fully and unconditionally releases the Provider and does not require the Provider to take any action or admit any liability.

3.5 Anonymized Data

Notwithstanding anything to the contrary herein, the Customer agrees that the Provider may obtain and aggregate technical and other data about Customer's use of the Services that is non-personally identifiable with respect to the Customer (“Anonymized Data”), and the Provider may use the Anonymized Data to analyze, improve, support, and operate the Services and otherwise for any business purpose during and after the term of this Agreement, including without limitation to generate industry benchmark or best practice guidance, recommendations, or similar reports. For clarity, this Section does not give the Provider the right to identify the Customer as the source of any Anonymized Data.

4. Security

The Provider agrees to use commercially reasonable technical and organizational measures designed to prevent unauthorized access, use, alteration, or disclosure of the Services or Customer Data. However, the Provider will have no responsibility for errors in transmission, unauthorized third-party access, or other causes beyond the Provider's control.

5. Third-Party Integrations

The Services may support integrations with certain Third-Party Platforms. To enable the Services to access and receive Customer's information from a Third-Party Platform, the Customer may be required to input its credentials for such Third-Party Platform or otherwise authorize access. By enabling use of the Services with any Third-Party Platform, the Customer authorizes the Provider to access Customer's accounts with such Third-Party Platform for the purposes described in this Agreement.

The Customer is responsible for complying with any relevant terms and conditions of the Third-Party Platform and for maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms.

Customer acknowledges and agrees that the Provider has no responsibility or liability for any Third-Party Platform, including but not limited to how a Third-Party Platform uses or processes Customer Data, any changes to such platform's features, terms, or availability, or any enforcement actions taken by a Third-Party Platform against the Customer. The Provider cannot ensure that the Services will maintain integrations with any Third-Party Platform and the Provider may disable integrations with any Third-Party Platform at any time with or without notice to the Customer.

For clarity, this Agreement governs Customer's use of and access to the Services, even if accessed through an integration with a Third-Party Platform.

6. Ownership

6.1 Provider's Technology

This is a subscription agreement for access to and use of the Services. The Customer acknowledges that it is obtaining only a limited right to the Services and that irrespective of any use of the words “purchase,” “sale,” or like terms in this Agreement, no ownership rights are being conveyed to the Customer under this Agreement. The Customer agrees that the Provider and its suppliers retain all right, title, and interest (including all Intellectual Property Rights) in and to the Services, all Documentation, and all related and underlying technology, documentation, and any derivative works, modifications, or improvements of any of the foregoing, including Feedback (collectively, the “Provider's Technology”). Except as expressly set forth in this Agreement, no rights in the Provider's Technology are granted to the Customer. The Customer acknowledges that the Services are offered as an online, hosted solution, and that the Customer has no right to obtain a copy of the underlying software.

6.2 Feedback

The Customer may, from time to time, submit Feedback to the Provider. The Provider may freely use or exploit Feedback in connection with the Services. The Provider shall not disclose the name of the Customer in any use or exploitation of the Feedback.

7. Subscription Term, Fees, and Payment

7.1 Subscription Term and Renewals

Each Subscription Term will automatically renew for successive periods of equal duration unless the Customer cancels before the end of the then-current billing period. The Customer may cancel the subscription at any time through the Services or by contacting the Provider.

7.2 Fees and Payment

All fees are as displayed at the time of purchase and will be charged via the payment method provided by the Customer. Fees are charged in advance for each billing period. Except as expressly set forth in this Agreement, all fees are non-refundable. The Customer is responsible for paying all Taxes, and all Taxes are excluded from displayed fees. Any late payments will be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.

7.3 Suspension of Service

Without limiting the Provider's termination or other rights hereunder, the Provider reserves the right to suspend Customer's access to the Services in whole or in part, without liability to the Customer: (i) if Customer's account is thirty (30) days or more overdue; (ii) for Customer's breach of Sections 2.3 (General Restrictions) or 3.3 (Customer Obligations); or (iii) to prevent harm to other customers or third parties or to preserve the security, availability, or integrity of the Services. Unless this Agreement has been terminated, the Provider will restore Customer's access to the Services promptly after the Customer has resolved the issue requiring suspension.

8. Term and Termination

8.1 Term

This Agreement is effective as of the Effective Date and expires on the date of expiration or termination of all Subscription Terms.

8.2 Termination for Cause

Either party may terminate this Agreement if the other party (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

8.3 Effect of Termination

Upon any expiration or termination of this Agreement, the Customer will immediately cease all use of and access to all Services (including all related Provider's Technology) and delete (or, at the Provider's request, return) all copies of the Documentation, all passwords or access codes, and all other Provider Confidential Information in its possession. The Customer acknowledges that thirty (30) days following termination it will have no further access to any Customer Data input into any Services, and that the Provider may delete any such data as may have been stored by the Provider at any time thereafter. Except where an exclusive remedy is specified, the exercise of either party of any remedy under this Agreement, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

8.4 Survival

The following Sections will survive any expiration or termination of this Agreement: 2.3 (General Restrictions), 3.2 (Storage of Customer Data), 3.4 (Indemnification by Customer), 3.5 (Anonymized Data), 6 (Ownership), 7.2 (Fees and Payment), 8 (Term and Termination), 9 (Limited Warranty), 10 (Limitation of Remedies and Damages), 11 (Confidential Information), and 12 (General Terms).

9. Limited Warranty

9.1 Limited Warranty

The Provider warrants, for Customer's benefit only, that the Services will operate in substantial conformity with the applicable Documentation. The Provider's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to the Customer, for the Provider to use commercially reasonable efforts to correct the reported non-conformity, or if the Provider determines such remedy to be impracticable, either Party may terminate the applicable Subscription Term and the Customer will receive as its sole remedy a refund of any fees the Customer has pre-paid for the terminated portion of the applicable Subscription Term. The limited warranty set forth in this Section will not apply: (i) unless the Customer makes a claim within thirty (30) days of the date on which the Customer first noticed the non-conformity, (ii) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services, or (iii) to use provided on a no-charge, trial, or evaluation basis.

9.2 Warranty Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 9.1, ALL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE PROVIDER AND ITS AFFILIATES DISCLAIM ALL OTHER WARRANTIES, CONDITIONS, GUARANTEES, OR UNDERTAKINGS, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. THE PROVIDER DOES NOT WARRANT THAT CUSTOMER'S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT IT WILL MEET CUSTOMER'S REQUIREMENTS, OR THAT IT WILL ACHIEVE ANY PARTICULAR RESULTS. THE PROVIDER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS, OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF THE PROVIDER.

10. Limitation of Remedies and Damages

10.1 Consequential Damages Waiver

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), NEITHER PARTY (NOR ITS AFFILIATES) SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOSS OF USE, LOST DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INCIDENTAL, PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. SPECIFICALLY, THE PROVIDER IS NOT RESPONSIBLE FOR ANY ADVERSE ACTION TAKEN AGAINST THE CUSTOMER BY A THIRD-PARTY PLATFORM.

10.2 Liability Cap

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW), EACH PARTY'S ENTIRE LIABILITY TO THE OTHER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY THE CUSTOMER TO THE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT THAT GAVE RISE TO LIABILITY.

10.3 Limitations and Exclusions

NOTHING IN THIS SECTION SHALL BE CONSTRUED AS LIMITING A PARTY'S LIABILITY FOR DEATH OR BODILY HARM, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS OR LIMITATIONS OF LIABILITY SPECIFIED IN THIS SECTION. IN SUCH CASE, THESE EXCLUSIONS AND LIMITATIONS WILL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

10.4 Excluded Claims

“Excluded Claims” means any claim arising (a) under Section 2.3 (General Restrictions); (b) Section 3.3 (Customer Obligations) or Section 3.4 (Indemnification by Customer); or (c) from a party's breach of its obligations in Section 11 (Confidential Information) (but excluding claims relating to Customer Data).

10.5 Nature of Claims and Failure of Essential Purpose

The parties agree that the waivers and limitations specified in this Section 10 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise and will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

11. Confidential Information

Each party (as “Receiving Party”) agrees that all Confidential Information it obtains from the disclosing party (the “Disclosing Party”) constitutes the confidential property of the Disclosing Party. Any Provider's Technology, performance information relating to the Services, and the terms and conditions of this Agreement will be deemed Confidential Information of the Provider without any marking or further designation.

Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective than this Section and that the Receiving Party remains responsible for compliance by any such representative.

The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained from a third party without breach of any confidentiality obligation; or (iv) is independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

This confidentiality obligation applies for three (3) years after the termination of all Subscription Terms.

12. General Terms

12.1 Assignment

This Agreement will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be null and void.

12.2 Severability

If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.

12.3 Governing Law; Dispute Resolution

(a) Governing Law. This Agreement is construed and governed by the laws of the State of Delaware, without reference to its conflict of laws principles.

(b) Direct Dispute Resolution.In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether arising in contract, tort, or otherwise (the “Dispute”), the parties shall first use their best efforts to resolve the Dispute. The complaining party shall provide written notice to the other party specifically setting forth the precise nature of the dispute (the “Initial Notice of Dispute”). Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interest, attempt to reach a just and equitable solution satisfactory to both parties. If the parties are unable to reach a resolution through direct negotiation within thirty (30) days of receipt of the Initial Notice of Dispute, then the Dispute shall be resolved by litigation as set forth below.

(c) Litigation. Any lawsuit arising out of or related to this Agreement will be filed in any court of competent jurisdiction located in the State of Delaware, and both Parties consent to personal jurisdiction in such courts and agree that such venue is appropriate.

(d) Injunctive Relief. Notwithstanding the above provisions, either party may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

12.4 Notice

Any notice or communication required or permitted under this Agreement will be in writing and will be deemed to have been received by the addressee (i) if given by hand, immediately upon receipt; (ii) if given by overnight courier service, the first business day following dispatch; (iii) if given by registered or certified mail, the second business day after deposit; or (iv) the next business day if sent by email.

12.5 Amendments; Waivers

No supplement, modification, or amendment of this Agreement will be binding unless modified in accordance with Section 12.7 or executed in writing by a duly authorized representative of each party. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.

12.6 Entire Agreement

This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

12.7 Modifications to this Agreement

From time to time, the Provider may modify this Agreement. Unless otherwise specified by the Provider, changes become effective upon renewal of Customer's current Subscription Term. The Provider will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email, or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer's acceptance of such updated version. If the Provider specifies that changes will take effect prior to Customer's next renewal and the Customer objects to such changes within ten (10) calendar days, the Provider may either (i) move the effective date to Customer's next renewal; or (ii) terminate the applicable Subscription Term and refund any pre-paid fees for the terminated portion of the Subscription Term.

12.8 Force Majeure

Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency.

12.9 Subcontractors

The Provider may use the services of subcontractors and permit them to exercise the rights granted to the Provider in order to provide the Services under this Agreement, provided that the Provider remains responsible for compliance of any such subcontractor with the terms of this Agreement and for the overall performance of the Services.

12.10 Court Orders

Nothing in this Agreement prevents the Provider from disclosing Customer Data to the extent required by law, subpoenas, or court orders, but the Provider will use commercially reasonable efforts to notify the Customer where permitted to do so.

12.11 Independent Contractors

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.

12.12 Export Control

In its use of the Services, the Customer agrees to comply with all export and import laws and regulations of the applicable jurisdictions. Without limiting the foregoing, (i) the Customer represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated as a “terrorist supporting” country, and (ii) the Customer will not (and will not permit any of its users to) access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.

Zenith Project LLC
Contact: [email protected]