Please read these Terms of Service (the "Terms") carefully. They contain important information about subscriptions, automatic renewal, disclaimers, limitations of liability, and resolution of disputes through individual arbitration rather than a jury trial or class action. If you do not agree to these Terms, do not access or use the Services.

1. Agreement and definitions

These Terms are a binding agreement between Zephyr Cloud Inc. ("Zephyr Cloud," "we," "us," or "our") and the individual or legal entity that accesses or uses Labor0 ("Customer," "you," or "your"). You accept these Terms by clicking to accept them, creating an account, signing an Order, or accessing or using the Services.

"Services" means the Labor0 websites, applications, hosted execution, AI-assisted engineering workflows, support, and related services that Zephyr Cloud makes available. "Order" means an order form, online purchase, statement of work, or other ordering document accepted by Zephyr Cloud. "Customer Content" means source code, prompts, instructions, files, data, messages, task material, tool inputs and results, and other content that you or your users submit to or generate through the Services. "Connected Service" means a third-party model provider, repository, identity provider, tool, application, or other service connected to Labor0.

If an Order conflicts with these Terms, the Order controls only for that Order and only to the extent of the conflict. Our Privacy Policy explains how we process personal information and is incorporated into these Terms.

2. Eligibility and organizational authority

You must be at least 18 years old and legally capable of entering into a binding contract to use the Services. If you use the Services for an employer or other organization, you represent and warrant that you have authority to bind that organization to these Terms. In that case, "Customer," "you," and "your" refer to that organization, and the organization is responsible for its users' compliance with these Terms.

The Services are intended for business and professional use. You may not access the Services if applicable law prohibits you from receiving them or if Zephyr Cloud has previously suspended or terminated your access for a material violation.

3. Accounts and administrators

You must provide accurate, current, and complete account information and keep it updated. You are responsible for protecting account credentials, access tokens, API keys, recovery methods, and devices, and for all activity under your accounts except to the extent caused by Zephyr Cloud's breach of these Terms. You must promptly notify us at legal@theaiplatform.app if you suspect unauthorized access.

Customer administrators may provision and remove users, configure permissions and Connected Services, access account and workspace information, and control Customer Content as permitted by the Services. Customer is responsible for choosing administrators, managing user access, and ensuring that its users have all notices and permissions required for Customer's use of the Services.

4. The Services

Subject to these Terms and payment of applicable fees, Zephyr Cloud grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable subscription term to access and use the Services for Customer's internal business purposes. Customer may permit its authorized users and contractors to use the Services on its behalf, but remains responsible for their compliance.

We may update the Services, add or remove functionality, apply usage or security limits, and use subcontractors to operate the Services. We will use reasonable efforts to avoid materially reducing paid core functionality during a current subscription term. Beta, preview, evaluation, and free features may be changed or discontinued at any time and are provided without service-level commitments unless an Order expressly says otherwise.

5. Subscriptions, usage fees, and allowances

Customer will pay all fees and usage charges described in the applicable Order or on the Pricing page, plus applicable taxes. Unless an Order states otherwise, recurring subscriptions are billed in advance and automatically renew for successive periods equal to the expiring subscription period until canceled before the renewal date. Usage charges may be billed in arrears or deducted from an included or promotional allowance. We may charge an authorized payment method and may retry failed payments.

Included or promotional usage allowances are not currency, have no cash value, are non-transferable, are not redeemable for cash, expire, do not roll over, and are subject to the limits stated on the Pricing page or in an Order. Customer is responsible for usage above included amounts where its plan permits overage and for configuring available budgets, caps, and provider controls. Local compute not operated by Zephyr Cloud is not charged by Labor0, while hosted execution and third-party provider usage remain subject to the applicable plan and configuration.

Fees are non-refundable and non-cancelable except as required by law or expressly stated in an Order. Cancellation takes effect at the end of the then-current paid period. We may change online plan pricing for a future renewal period by providing reasonable advance notice. Customer is responsible for all sales, use, value-added, withholding, and similar taxes, excluding taxes based on Zephyr Cloud's net income. Overdue undisputed amounts may result in suspension and may accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

6. Customer Content

As between the parties, Customer retains all right, title, and interest in Customer Content. Customer is responsible for the legality, accuracy, quality, and integrity of Customer Content and represents and warrants that it has all rights, permissions, notices, and consents necessary for Zephyr Cloud and Connected Services to process Customer Content as directed by Customer.

Customer grants Zephyr Cloud a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, modify, and otherwise process Customer Content only as necessary to provide, secure, maintain, and support the Services; prevent or address technical, security, fraud, or abuse issues; comply with law; and enforce these Terms. This license ends when the relevant Customer Content is deleted from active systems, subject to reasonable backup cycles and legal retention duties.

Zephyr Cloud will not use Customer Content to train, improve, or develop artificial intelligence models or algorithms without Customer's express written consent. We may use usage telemetry and aggregated or deidentified information that cannot reasonably identify Customer or any individual to operate, secure, analyze, and improve the Services.

7. Intellectual property and feedback

Zephyr Cloud and its licensors own the Services, documentation, software, designs, trademarks, and other materials we provide, together with all related intellectual property rights (the "Service Materials"). Except for the limited right to use the Services in these Terms, we grant no rights in the Service Materials. Customer may not copy, sell, lease, sublicense, distribute, reverse engineer, or create derivative works from the Service Materials, except to the extent a restriction is prohibited by law or an applicable open-source license expressly permits it. Customer may not remove proprietary notices or use the Services to build or train a substitute product using material non-public Zephyr Cloud technology.

If Customer provides suggestions or feedback, Customer grants Zephyr Cloud a perpetual, irrevocable, worldwide, royalty-free right to use and commercialize that feedback without restriction or compensation. Feedback does not include Customer Content or Customer's confidential information.

As between the parties and to the extent permitted by law, Customer owns output generated for Customer by the Services. Zephyr Cloud assigns to Customer any rights it may have in that output. Output may not be unique, and other users may receive similar output. This ownership provision does not transfer rights in Service Materials, third-party materials, or another person's content that may appear in output.

8. AI output and human review

The Services use probabilistic artificial intelligence and may produce output that is inaccurate, incomplete, insecure, outdated, non-unique, or inappropriate. Customer is solely responsible for reviewing, testing, validating, and approving output before using, merging, publishing, deploying, or relying on it. Customer must maintain meaningful human oversight, appropriate software review, testing, security controls, backups, and approval processes.

Output is not legal, medical, financial, employment, insurance, safety, or other professional advice. Customer must not rely on output as the sole basis for decisions that may materially affect a person's rights, health, safety, finances, employment, education, housing, insurance, or access to essential services.

9. Connected Services

Customer or its administrators may choose to connect Labor0 to Connected Services. Customer authorizes Zephyr Cloud to exchange Customer Content and account information with those Connected Services as needed to carry out Customer's instructions. Customer is responsible for selecting, configuring, and obtaining rights to use Connected Services, including their data-use, retention, geographic, and security settings.

Connected Services are governed by their providers' terms and privacy notices. Zephyr Cloud does not control and is not responsible for a Connected Service, its availability, or its processing of Customer Content. We may suspend a connection that creates a security or legal risk or ceases to interoperate with the Services.

10. Acceptable use

Customer will not, and will not permit anyone to:

• use the Services or output in violation of law, sanctions, export controls, or third-party rights;
• submit Customer Content without the rights, authority, notices, and consents needed to process it;
• generate or distribute malware, destructive code, credential theft, phishing, unlawful surveillance, or instructions intended to facilitate unauthorized access or material harm;
• exploit, harm, or sexually abuse children, or create or distribute child sexual abuse material;
• impersonate another person or organization, commit fraud, deceive users about the source of output, or engage in unlawful harassment or discrimination;
• interfere with, disrupt, overload, probe, scan, or test the vulnerability of the Services without written authorization;
• bypass usage, billing, access, safety, security, or rate controls, or gain unauthorized access to accounts, systems, or data;
• scrape or access the Services through unauthorized automated means, except through documented interfaces or with our written permission;
• reverse engineer or extract material non-public models, prompts, source code, architecture, or datasets from the Services, except where applicable law prohibits this restriction; or
• resell, sublicense, or provide the Services to third parties except as expressly allowed in an Order.

Good-faith security research performed under a Zephyr Cloud-published authorization, ordinary use of documented interfaces, independent interoperability work, truthful public criticism, and benchmarking that discloses material methodology and limitations do not violate this section merely because they analyze the Services.

11. Regulated and high-impact use

Customer is responsible for determining whether its use is lawful and appropriate for healthcare, financial services, employment, education, housing, insurance, legal services, public benefits, critical infrastructure, safety-critical operations, or other regulated or high-impact settings. Customer must obtain required licenses, agreements, notices, consents, and professional review; minimize data; configure appropriate providers and security controls; and comply with applicable law and industry obligations. Availability of a feature does not mean the Services are certified or suitable for a regulated use.

12. Confidentiality

Each party may receive non-public information that the other party identifies as confidential or that reasonably should be understood to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. Confidential Information does not include information that the recipient can document is public through no breach, already lawfully known without restriction, received lawfully from a third party without a duty of confidentiality, or independently developed without use of the other party's Confidential Information.

The recipient will use reasonable care to protect Confidential Information, use it only to perform or exercise rights under these Terms, and disclose it only to personnel, contractors, and advisors who need to know it and are bound by confidentiality obligations. A recipient may disclose information when legally required after giving notice where permitted and reasonable assistance at the disclosing party's expense.

13. Suspension and termination

Either party may terminate these Terms or an Order if the other party materially breaches and does not cure the breach within 30 days after written notice, or within 10 days for nonpayment. Either party may terminate immediately if the other party ceases business without a successor or becomes subject to a bankruptcy or similar proceeding that is not dismissed within 60 days.

We may suspend access immediately to prevent or address a security incident, unlawful activity, material acceptable-use violation, risk to the Services or other customers, or overdue undisputed payment. When practicable, we will give notice and limit the suspension to the affected account, user, content, or function. We will restore access after the issue is resolved.

Customer may stop using the Services at any time, but termination does not relieve Customer of accrued payment obligations. On termination, Customer's right to use the Services ends. Customer should export Customer Content before termination. We may delete Customer Content after termination according to our retention practices unless an Order or law requires otherwise. Sections that by their nature should survive will survive, including payment, ownership, confidentiality, disclaimers, indemnification, liability limits, dispute resolution, and general terms.

14. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, OUTPUT, BETA FEATURES, AND SERVICE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZEPHYR CLOUD DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

ZEPHYR CLOUD DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, COMPLETE, ACCURATE, OR SUITABLE FOR CUSTOMER'S PURPOSES, OR THAT CUSTOMER CONTENT WILL NOT BE LOST OR ALTERED. THE SERVICES MAY PRODUCE UNEXPECTED OR HARMFUL RESULTS. CUSTOMER IS RESPONSIBLE FOR INDEPENDENT REVIEW, TESTING, BACKUPS, SECURITY, AND USE OF OUTPUT. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS, SO SOME OF THESE DISCLAIMERS MAY NOT APPLY.

15. Indemnification

Customer will defend, indemnify, and hold harmless Zephyr Cloud, its affiliates, and their officers, directors, employees, and agents from third-party claims, damages, judgments, losses, liabilities, costs, and reasonable attorneys' fees arising out of or relating to Customer Content, Customer's or its users' use of the Services or output, Customer's breach of these Terms, or Customer's violation of law or third-party rights. Zephyr Cloud will promptly notify Customer of a claim and provide reasonable cooperation at Customer's expense. Customer may control the defense and settlement, but may not admit fault by or impose obligations on Zephyr Cloud without Zephyr Cloud's written consent. Zephyr Cloud may participate with counsel at its own expense.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF ZEPHYR CLOUD AND ITS AFFILIATES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE TOTAL AMOUNT CUSTOMER PAID TO ZEPHYR CLOUD FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

The exclusions and cap apply regardless of the form of action and even if a remedy fails of its essential purpose. They do not apply to liability that cannot be excluded or limited under applicable law. Some jurisdictions do not allow certain exclusions or limits, so portions of this section may not apply.

17. Dispute resolution and arbitration

Informal resolution. Before filing a formal claim, you and Zephyr Cloud agree to try to resolve the dispute informally. Send a written notice describing the dispute and requested relief to legal@theaiplatform.app. If the dispute is not resolved within 60 days after receipt, either party may begin a formal proceeding.

Binding individual arbitration. Except for a claim seeking injunctive or equitable relief to prevent actual or threatened infringement, misappropriation, or violation of intellectual property rights, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures. Hearings will be conducted by video or telephone unless the arbitrator determines an in-person hearing is appropriate. Any in-person hearing will take place in New Castle County, Delaware, unless the parties agree otherwise or the arbitrator directs another location. Fees will be allocated under the JAMS rules.

Class action and jury trial waiver. YOU AND ZEPHYR CLOUD AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION. UNLESS BOTH PARTIES AGREE, THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

30-day arbitration opt-out. You may opt out of binding arbitration by emailing legal@theaiplatform.app within 30 days after you first accept these Terms. Use the subject line "ARBITRATION OPT-OUT" and include your name, mailing address, and account email. If you validly opt out, Zephyr Cloud will not be bound by the arbitration provision as to you.

If the class-action waiver is found unenforceable, the arbitration provisions in this section, other than informal resolution, will be void for that proceeding. Otherwise, an invalid provision will be limited or severed and the remainder will remain effective.

18. Changes to the Services and Terms

We may update these Terms prospectively. If a change is material, we will provide reasonable advance notice by posting updated Terms, sending email, or displaying an in-product notice. Changes take effect on the stated effective date. If you do not agree, you must stop using the Services before the change takes effect. Changes to an Order require written agreement unless the Order expressly provides otherwise.

19. General terms

These Terms, the Privacy Policy, and applicable Orders are the entire agreement about the Services and supersede prior or contemporaneous agreements on that subject. Purchase orders are for administrative convenience only, and additional or conflicting terms in them are void. Failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be limited to the minimum extent necessary and the remaining provisions will remain effective.

Customer may not assign these Terms without Zephyr Cloud's prior written consent, except in connection with a merger or sale of substantially all of Customer's assets where the assignee is not a competitor and assumes these Terms. Zephyr Cloud may assign these Terms to an affiliate or in connection with a merger, reorganization, financing, or sale of assets. Neither party is liable for delay caused by events beyond its reasonable control, except for payment obligations.

These Terms are governed by Delaware law, without regard to conflict-of-law rules. Subject to Section 17, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there. Customer will comply with applicable U.S. and other export-control and sanctions laws. The parties are independent contractors, and these Terms create no partnership, agency, fiduciary, franchise, or employment relationship. There are no third-party beneficiaries.

Notices to Customer may be sent to the account email or provided through the Services. Except for an arbitration opt-out sent as directed in Section 17, which is effective without postal delivery, legal notices to Zephyr Cloud must be sent by email to legal@theaiplatform.app and by mail to the address below. Headings are for convenience only. "Including" means "including without limitation." Electronic acceptance and signatures have the same effect as originals.

20. Contact us

Questions or legal notices about these Terms may be sent to: