Terms of service

LAST UPDATED FEBRUARY 12, 2024

ZIBRA AI INC. (“Zibra AI” or “we”) provides the service that allows you (“You” or “User”) to purchasethe license, which will enable You to use the Software or the Restricted Functionality Software (all asdefined below) with all   the necessary updates and support services on the terms provided below(collectively “Service”).

Please read the following terms and conditions (“Terms of Service”) and our Privacy Policy, which isincorporated in these Terms of Service, carefully.

This Service includes subscriptions that automatically renew. To avoid being charged, youmust affirmatively cancel your subscription at least 24 hours before the end of then-currentsubscription period.

These Terms of Service govern Your access to and use of the Software or the RestrictedFunctionality Software (all as defined below) under the Indie Plan only. The Indie Plan isavailable for Eligible Indie Users (as defined below) only.     If You do not meet the criteria   established for Eligible Indie Users, You shall not be entitled to use the Software under theIndie Plan and should contact    the    Zibra AI sales team.

BY ACCESSING OR USING THE SERVICE, OR BY PURCHASING THE SUBSCRIPTION, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE OR THE RESTRICTED FUNCTIONALITY SOFTWARE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE.

YOU ACKNOWLEDGE   THAT   ALL   FEES   PAID   FOR   THE   SERVICE   ARE   NON-REFUNDABLE,EXCEPT   AS   EXPRESSLY   PROVIDED   IN   THESE   TERMS   OF   SERVICE   OR   AS   REQUIRED   BYAPPLICABLE LAW.

PLEASE NOTE: THESE TERMS OF SERVICE CONTAIN A BINDING ARBITRATION PROVISIONIN   CLAUSE  13  THAT   AFFECTS   YOUR   RIGHTS   WITH   RESPECT   TO   ALL   SERVICE(S).   THEARBITRATION   PROVISION   REQUIRES   THAT   DISPUTES   BE   RESOLVED   IN   ARBITRATION   ONAN INDIVIDUAL BASIS. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND THERE IS LESSAPPELLATE REVIEW THAN IN COURT.

FURTHERMORE,   THESE   TERMS   OF   SERVICE   CONTAIN   DISCLAIMERS   OF   WARRANTIES,LIMITATIONS OF LIABILITY, AND A CLASS ACTION WAIVER.

1. DEFINITIONS

In these Terms of Service, the following definitions shall have the meaning assigned to them in thisclause unless the context requires otherwise:

“Eligible Indie User” means an individual or a legal entity that meets the following criteria:

  • it develops a Product independently, without the support of a video game publisher; and
  • it has an annual budget for the development of the Product of USD20,000 or less; and
  • it does not use the Software for the development of the Product for a third party upon an order or request of such third party;

Indie Plan” means the Subscription Plan, which includes access to the Software on two (2) hardware devices linked to one (1) User ID, Support Services, and full effects features set supported by PC, Mobile, and VR platforms. The Indie Plan is available for Eligible Indie Users only;

License” has the meaning assigned to this term in clause 4.1;

Licensed Software” has the meaning assigned to this term in clause 4.1;

“Product” has the meaning assigned to this term in clause 4.2;

“Restricted Functionality Software”   means   the   Software   with   limited   functionality,   which   is   notsupported, updated, or modified by Zibra AI as described in clause  5.4. The Software becomes theRestricted Functionality Software in cases and according to the terms provided by clause 5.4;

“Software”  means “Zibra Effects”, a cross-platform GPU-based plugin for real-time Liquids, Smoke,and Fire physics simulation and rendering;

“Subscription” has the meaning assigned to this term in clause 3.3;

“Subscription Plan” has the meaning assigned to this term in clause 3.3;

“Support Services”   means  technical   support   services  that   include  fixing  technical  bugs   in   theSoftware that appear due to Zibra AI’s fault within the subscription period; and

“Updates” has the meaning assigned to this term in clause 4.5.

2. MODIFICATION AND ELIGIBILITY

2.1 Modification

WE RESERVE THE RIGHT TO CHANGE THESE TERMS OF SERVICE AT ANY TIME, INOUR   SOLE   DISCRETION   AND   WITHOUT   PRIOR   NOTICE   TO   YOU.   PLEASE   CHECKTHESE TERMS OF SERVICE PERIODICALLY FOR CHANGES. When changes are made,we will make a new copy of these Terms of Service available on our website. We will alsoupdate the “Last Updated” date at the top of the Terms of Service. Any changes to the Termsof Service will be effective immediately unless otherwise indicated in the relevant versions ofthe Terms of Service.

We   may   provide   you   with   notice   about   some   critical   changes,   for   example,   by   email   or   byposting notifications on the Service, but are not obliged to do so in each case.

If You do not agree to any change(s) or modifications to these Terms of Service, You muststop   using   the   Service.   Otherwise,   Your   continued   use   of   the   Service   constitutes   Youracceptance of such change(s) or modifications.

2.2 Eligibility

You recognize and acknowledge that the Indie Plan is available to Eligible Indie Users only.You represent and warrant that You satisfy the criteria set out for the Eligible Indie Users ifyou purchase access to Software under the Indie Plan. Zibra AI reserves the right to requestfrom You reasonable evidence confirming that You meet the criteria established for EligibleIndie Users, and You agree to promptly provide such evidence upon our request.

If You do not meet the criteria for Eligible Indie Users or fail to provide reasonable evidence ofYour eligibility, You shall not be entitled to use the Software under the Indie Plan and shouldcontact   Zibra   AI   to   purchase   access   to   the   Software.   Zibra   AI   may,   at   its   sole   discretion,terminate your access to the Indie Plan if you do not meet the criteria of Eligible Indie Usersor   fail   to   provide   sufficient   evidence   and   require   you   to   purchase   access   to   the   Softwareunder the separate agreement between You and Zibra AI.

The Service is intended solely for persons 18 years of age or older. Any access to or use ofthe Service by anyone under 18 is prohibited.

If   You   accept   these   Terms   of   Service   on   behalf   of   the   company   or   other   legal   entity,   Youwarrant that You have the full legal capacity to accept these Terms of Service on behalf ofsuch company or other legal entity.

We   reserve   the   right   to   restrict   the   use   of   the   Software   for   Users   from   certain   countries,including from countries indicated in clause 14.10.

3. SERVICE AND SUBSCRIPTION PLANS

3.1 General. The Service offers You the License (as defined below) along with all the necessaryUpdates and Support Services on the terms provided below.

3.2 Software.  You may purchase the License by  visiting the product page on our website andchoosing the Subscription Plan (as defined below). After completing the payment information,You   should   pay   for   the   Subscription   Plan   using   the   payment   instructions.   Upon   successfulpayment, we will send You a license key to activate the Software along with the installmentinstructions.

3.3 Subscription Plans.  Zibra   AI   may   offer   various   subscription   plans   (“Subscription Plan”),which differ by the price, duration, the number of hardware devices on which You may haveaccess to the Software, the functionality of the Software, eligible users, etc.

These   Terms   of   Service   govern   your   use   of   the   Software   under   the   Indie   Plan   only.   As   ofnow,   Zibra   AI   offers   You   a   subscription   to   the   Indie   Plan   (“ Subscription”)   on   a  monthly(“Monthly Subscription”) and annual (“Annual Subscription”) basis.

By purchasing the Monthly Subscription, You obtain the License to use the Software or theRestricted   Functionality Software   on   the   terms   provided   below   and   clause  4.   The   MonthlySubscription   is   valid   for   30   (thirty)   calendar   days   starting   from   the   date   of   purchasing   theMonthly Subscription.

By   purchasing   the   Annual   Subscription,   You   obtain   the   License   to   use   the   Software   or   theRestricted   Functionality   Software   on   the   terms   provided   below   and   clause  4.   The   AnnualSubscription is valid for twelve (12) months starting from the date of purchasing the AnnualSubscription.

4. LICENSE

4.1 Grant of License. Subject to Your compliance with the Terms of Service and payment of theapplicable   Subscription   Fee,   we   grant   You   a   non-exclusive,   non-transferable,   non-sublicensable, worldwide, revocable, perpetual, and limited license to install, access, and usethe Software, or, as the case may be, the Restricted Functionality Software, (for the purposesof   this   clause   the   Software   and   the   Restricted   Functionality   Software   shall   be   collectivelyreferred to as the “Licensed Software”) for the internal use and commercial purposes only asdescribed below on two (2) hardware devices linked to one (1) User ID (“License”).

4.2 Permitted use. Under the License, the User shall have the right to use the Licensed Softwareto   (a) incorporate   the   Licensed   Software,   together   with   substantial,   original   content   notobtained through the use of the Licensed Software, into an electronic application or gamingproduct   developed   and/or   owned   by   the   User   that   has   a   purpose,   features,   and   functionsbeyond   the   display,   performance,   distribution,   or   use   of   the   Licensed   Software   as   anembedded component of the product (the “Product”), such that the Licensed Software doesnot comprise a substantial portion of the Product; (b) to reproduce, publicly display, publiclyperform, transmit, distribute, sell or otherwise use the Licensed Software as incorporated andembedded in that Product for commercial and non-commercial purposes.

4.3 Prohibited uses.  Unless   otherwise   provided   in   these   Terms   of   Service,   You  shall   not
(i) modify,   adapt,   redistribute,   decompile,   reverse-engineer,   disassemble,   incorporate   the
Licensed Software into or with other products or software not contemplated by these Terms of
Service   or   otherwise   attempt   to   derive   the   source   code   of   the   Licensed   Software;   (ii)   sell,
allow   access   to,   rent,   encumber,   give,   or   sublicense   or   otherwise   transfer   to   anyone   the
Licensed Software, or any portions thereof, (iii) use the Licensed Software other than for the
purposes   indicated   in   clauses  4.1  and  4.2;   (iv)   copy   or   otherwise   reproduce   the   Licensed
Software;   (v) violate   in   any   way   any   applicable   federal,   state,   local,   or   international   law   or
regulation   or   these   Terms   of   Service;   (vi) enable   a   customer   or   user   of   a   Product   to   sell,
transfer,   distribute,   lease,   or   lend   the   Licensed   Software   for   commercial   gain;   (vii) use   the
Licensed   Software   for   the   purposes   of   creation   of   content   and/or   products   of   any   kind
promoting   violence,   harassment   and/or   having   pornography   character   or   mention   Zibra   AIamong persons related to the creation and/or promotion of creation of such content and/or
products; (viii) without prior written express authorization, monetize the Licensed Software in
the   Product   where   the   Product’s   primary   purpose   is   to   create   user-generated   content;   and
(ix) without prior written express authorization of Zibra AI, use the Licensed Software in any
digital representation of value, ownership, or contractual rights.

Zibra AI shall have the right to investigate and prosecute violations of any of the above to thefullest   extent   permitted   by   law.   Zibra   AI   may   involve   and   cooperate   with   law   enforcementauthorities   in   prosecuting   Users   who   violate   these   Terms   of   Service.   Zibra   AI   reserves   theright, at any time and without prior notice, to remove or disable access to the Software, and/orRestricted Functionality Software, that Zibra AI, in its sole discretion, considers violating theseTerms of Service or otherwise harmful to the Service or Users of the Service.

4.4 Further restrictions on the use of Software. The User agrees that it will not, and will notpermit any third party to, directly or indirectly: (i) use the Licensed Software to conduct anycompetitive  analysis  of  or  with  the  Licensed  Software;  (ii)  access  the  Licensed  Software  inorder   to   compete   or   build   a   competitive   product   or   service,   or   impair   the   market   for   theLicensed Software or any part thereof; or (iii) copy any features, functions, graphics or othercomponent of the Licensed Software.

4.5 Updates and Support Services. Zibra AI may, from time to time in its sole discretion andwithout   prior   notification   to   You,   develop   and   release   the   Software   updates,   which   mayinclude   upgrades,   bug   fixes,   patches,   and   other   error   corrections   and/or   new   features(collectively “Updates”). Updates may also modify or delete certain features and functionalityof the Software. You agree to implement any Updates in a commercially reasonable time tothe   extent   expressly  requested   by   Zibra   AI.   We   can   also   provide   You   with   the   SupportServices.   The  Updates   and   Support   Services   are   provided   for   the   whole   duration   of   YourSubscription. As soon  as the Subscription expires or You fail to pay for the extension of theSubscription, the User will no longer receive any Updates and Support Services.

Zibra AI shall use its best endeavors but is not obliged to keep the Software up to date withupdates on Unity or Unreal Engine platforms.

If   You   do   not   implement   the   Updates   or   avoid,   suspend,   or   delay   such   implementation,Zibra AI will not guarantee the stable operation of the Software and, in such case, shall not beresponsible for any bugs, errors, limitations, or restrictions of the Software functionality thatcaused or may be caused by such avoidance, suspension, delay or failure.

Any maintenance and support provided by Zibra AI, including the provision of Updates, will beprovided reasonably on an “as is” basis without any warranty expressed or implied, as soonas reasonably practicable, and subject to the staff’s availability.

Unless otherwise specified in these Terms of Service, Zibra AI is not obliged to provide anymaintenance, technical, or other support for the Licensed Software, including the Updates.

4.6 Ownership. Zibra AI retains all rights, title, and interest in and to all the intellectual property(including   without   limitation   all   patent,   trademark,   copyright,   trade   dress,   trade   secrets,database rights, and all other intellectual property rights) embodied in or associated with theLicensed Software and the accompanying Services, source and object code, technology andany content created or derived therefrom. The User acknowledges that the License grantedunder   these   Terms   of   Service   does   not   provide   the   User   with   title   or   ownership   to   theLicensed Software, but only a right of limited use subject to the terms and conditions of theseTerms of Service. This License does not create any implied licenses, and Zibra AI expresslyreserves all rights not expressly granted to the User under these Terms of Service. User shallnot   use   the   Software   in   any   way   not   explicitly   permitted   by   these   Terms   of   Service   andincompliant with the ownership rights stated herein.

4.7 No Reverse Engineering. Users shall have no rights to any source code for the LicensedSoftware. Users may not reverse engineer, decompile, disassemble, or otherwise modify theLicensed Software.

4.8 Term.  Unless   terminated   earlier   under   these   Terms   of   Service,   the   License   shall   beperpetual. For the avoidance of doubt, nothing in the clause shall be interpreted as limitingour right to impose certain restrictions on the Software's functionality as described in theseTerms of Service and on the relevant page describing the Subscription Plan.

5. FEES, PAYMENT TERMS, REFUNDS

5.1 Payment. You agree to pay all fees or charges for the Services in accordance with the fees,charges,   and   billing   terms   in   effect   at   the   time   a   fee   or   charge   is   due   and   payable.   As   acondition   to   subscribing   to   the   Service,   You   must   provide   Zibra   AI’s   Third-Party   PaymentProcessor   (as   defined   in   clause  12.1)   with   a   valid   credit   or   debit   card   number   (Visa,MasterCard, or any other issuer accepted by us) (“Payment Method”).

5.2 Subscription Fees. You will be responsible for paying the applicable fee in the amount asindicated   on   the   relevant   payment   page   (“Subscription   Fee”)   when   You   select   YourSubscription   Plan   and   receive   payment   details.   Zibra   AI   may   suspend   Your   use   of   theSoftware, without liability to Zibra AI, in the event that any amounts payable by You are pastdue or You are otherwise in breach of these Terms of Services.

5.3 Automatic renewal. Billing cycle.  Unless You cancel Your Subscription before the end ofYour   current   Subscription   period,   Your   Subscription   will   automatically   renew   for   anotherperiod   of   the   same   duration,   and   Your   payment   method   will   be   charged   the   applicableSubscription Fee.

We will notify you via email and an in-plugin popup of Your Subscription's impending conclusion at least seven (7) calendar days before it expires, reminding you of the upcoming automatic renewal.

We   will   send   You   an   email   and   in-plugin   popup   notification   on   the   upcoming   end   of   YourAnnual Subscription no later than thirty (30) calendar days before the end of Your Annual Subscription period, reminding You of the end of Your Subscriptionand the upcoming automatic renewal.

BY   PURCHASING   THE   SUBSCRIPTION   PLAN,   YOU   AGREE   THAT   ZIBRA   AI   WILL   BEABLE TO CHARGE YOUR PAYMENT METHOD EACH 30 (THIRTY) CALENDAR DAYS ORTWELVE (12) MONTHS (DEPENDING ON THE PURCHASED SUBSCRIPTION PLAN) ONTHE   DAY   CORRESPONDING   TO   THE   DATE   YOU   PURCHASED   THE   SUBSCRIPTIONPLAN   UNLESS   YOU   CANCEL   YOUR   SUBSCRIPTION   PLAN   OR   PUT   IT   ON   HOLD,   ASFURTHER DESCRIBED BELOW.

IN   SOME   CASES,   YOUR   PAYMENT   DATE   OR   BILLING   CYCLE   MAY   CHANGE,   FOREXAMPLE, IF YOUR PAYMENT METHOD HAS NOT SUCCESSFULLY SETTLED, WHENYOU CHANGE YOUR SUBSCRIPTION PLAN, OR IF YOUR SUBSCRIPTION BEGAN ON ADAY NOT CONTAINED IN A GIVEN MONTH.

5.4 Cancellation.  You can cancel Your Subscription at any time, and You will continue to haveaccess   to   the   Service   until   the   end   of   Your   Subscription   Plan   period.   To   cancel   theSubscription, please contact us at: support@zibra.ai. You may also cancel Your Subscriptionat any time before the end of Your current Subscription period by following the cancellationinstructions in Your Stripe account.

If Your Subscription has expired or been canceled by You, the Software will be modified to theRestricted   Functionality   Software.   It   means   that   you   will   not   be   entitled   to   (1)  receive   anyUpdates and Support Services and (2) generate new Zibra neural colliders via the Software.There might be other restrictions on the functionality of the Restricted Functionality Software.

No refund will be made if You forget to cancel Your subscription.

5.5 Changes to the price of the Subscription Plan.   We   may,   at   our   reasonable   discretion,change the price of our Subscription Plan from time to time to reflect the effect of changes inthe total costs associated with our Service.

5.6 Special offers.  Zibra   AI   may   introduce   special   offers   (e.g.,  “hot”   prices   for   Subscriptions,discounts, sales, etc.), information about which will be provided on our website. Special offersand promotions are no longer valid once they are changed or removed or after any end dateor time specified in the offer.

5.7 Taxes.  The payments required under clause  5.2  do not include any Sales Tax (as definedbelow)   that   may   be   due   in   connection   with   the   Services   provided   under   these   Terms   ofService.   If   Zibra   AI   determines   it   has   a   legal   obligation   to   collect   a   Sales   Tax   from   You   inconnection with these Terms of Services, Zibra AI shall collect such Sales Tax in addition tothe payments required under clause 5.2. If any services, or payments for any services underthese   Terms   of   Service   are   subject   to   any   Sales   Tax   in   any   jurisdiction   and   You   have   notremitted the applicable Sales Tax to Zibra AI, You will be responsible for the payment of suchSales   Tax   and   any   related   penalties   or   interest   to   the   relevant   tax   authority,   and   You   willindemnify   Zibra   AI   for   any   liability   or   expense   Zibra   AI   may   incur   in   connection   with   suchSales Taxes. Upon Zibra AI’s request, You will provide it with official receipts issued by theappropriate taxing authority or other such evidence that You have paid all applicable taxes.For purposes of this clause, “Sales Tax” shall mean any sales or use tax, value-added tax,and any other tax measured by sales proceeds that is the functional equivalent of a sales taxwhere the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

5.8 Withholding Taxes. You agree to make all payments of fees to Zibra AI free and clear of,and   without   reduction   for,   any   withholding   taxes.   Any   such   taxes   imposed   on   payments   offees   to   Zibra   AI   will   be   Your   sole   responsibility,   and   You   will   provide   Zibra   AI   with   officialreceipts   issued   by   the   appropriate   taxing   authority   or   such   other   evidence   as   we   mayreasonably request to establish that such taxes have been paid.

5.9 Refunds.  All fees paid by the User for the relevant Subscription Plans are non-refundable.ZIbra   AI   does   not generally   provide   any   refunds   or   credits   for   any   cancelation   of   theSubscription.

If you are an EU resident, You hereby expressly consent to the immediate performance of thecontract and acknowledge that You will lose Your right of withdrawal from the contract oncethe download of the Software has begun.

6. ZIBRA AI MARKS

Zibra   AI,   the   Zibra   AI   logo,   and   other   Zibra   AI   logos   and   product   and   service   names   areregistered or unregistered trademarks of Zibra AI (“Zibra Marks”). Without our prior writtenpermission,   You   may   not   display   or   use   Zibra   Marks,   domain   names,   and   other   distinctivefeatures in any manner.

7. USER CONTENT

7.1 Definition and ownership rights.  Anything   (other   than   Feedback)   that   the   User   makesavailable through the Services, including, without limitation, data, texts, files, software codes,images, graphics, software, and videos referred to as “User Content”. Zibra AI does not claimownership rights in any User Content, and nothing in these Terms of Service will be deemedto   restrict   any   rights   that  the  User   may   have   in   relation   to   the   User   Content.   However,   wehighly encourage Users to mention Zibra AI and/or the Licensed Software in the credits of theProduct.

7.2 User Content License. By   making   any   User   Content   available   through   the   Services,   Yougrant Zibra AI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable,and   transferable   license   to   use   the   User   Content   for   demonstration   and   marketing   of   theSoftware   operation   by   way   of   posting   the   User   Content   on   the   official   website   of   Zibra   AI,social   networks   of   Zibra   AI,   media   and   any   other   channels   which   may   be   used   for   thepromotion of the Software.

7.3 Trademark. Without Your prior approval, Zibra AI is entitled to include Your name and logo ordistinctive signs on its web page, on the client list, and may include a quote drafted by Yourelating to the Service hereunder to be published in press releases.

7.4 User’s Representations and Warranties. User represents and warrants that they have (andwill have) all rights necessary to grant Zibra AI the license rights in relation to User Contentunder these Terms of Service. User represents and warrants that neither the User Content,nor User’s use and provision of the User Content to be made available through the Services,nor   any   use   of   the   User   Content   by   Zibra   AI   on   or   through   the   Services   will   infringe,misappropriate   or   violate   a   third   party’s   intellectual   property   rights,   or   rights   of   publicity   orprivacy, or result in the violation of any applicable law or regulation.

7.5 Warranty. The User warrants that they have (and will continue to have during the use of theSoftware)   all   necessary   licenses,   rights,   consents,   and   permissions   that   are   required   toenable Zibra AI to use the User Content for the provision of the Software, and otherwise touse the User Content in the manner contemplated by the Software or these Terms of Service.

8. FEEDBACK

If   You   provide   input   and   suggestions   about   the   Software   or   regarding   problems   with   orproposed modifications or improvements to the Service, including the Software (“Feedback”),such Feedback is given voluntarily. Even if You designate such Feedback as confidential, theFeedback   will   not   be   confidential   unless   expressly   otherwise   agreed   in   writing   by   Zibra   AI.You   grant   Zibra   AI   permission   and   an   unrestricted,   perpetual,   irrevocable,   non-exclusive,worldwide,   royalty-free,   fully   transferable,   and   sublicensable   right   and   license   to   use,reproduce,   perform,   display,   distribute,   adapt,   modify,   re-format,   create   derivative   works   of,and otherwise commercially or non-commercially exploit the Feedback together with Your fullname and publicly available photo at its sole discretion in any manner and for any purpose,including to improve the Service and create other products and services. You acknowledgethat Your submission of Feedback is at Your own risk and that Zibra AI has no obligations orrestrictions   of   any   kind   (including,   without   limitation,   obligations   of   confidentiality,   credit,   orpayment)   concerning   such   Feedback.   You   also   understand   that   Your   photo   and   Feedbackmay   be   cropped   or   edited   to   fit   the   format   of   the   campaign,   and   You   waive   Your   right   toinspect or approve Your photo and release Zibra AI from any liability arising from its use.

9. DISCLAIMER OF WARRANTIES

9.1 TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE, THE SOFTWARE,AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ONAN “AS AVAILABLE” BASIS, AND (B) ZIBRA AI DISCLAIMS ALL WARRANTIES OF ANYKIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ANY IMPLIED WARRANTY OFMERCHANTABILITY,   FITNESS   FOR   A   PARTICULAR   PURPOSE,   TITLE,   QUIETENJOYMENT,   OR   NON-INFRINGEMENT;   AND   (II)   ANY   WARRANTY   ARISING   OUT   OFCOURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BYAPPLICABLE   LAW.   ZIBRA   AI   DOES   NOT   WARRANT   THAT   THE   SERVICE   WILL   BEUNINTERRUPTED,   TIMELY,   SECURE,   OR   FREE   OF   ERRORS,   VIRUSES,   OR   OTHERHARMFUL   COMPONENTS,   THAT   ANY   OF   THOSE   ISSUES   WILL   BE   CORRECTED,   ORTHAT   THE   RESULTS   OBTAINED   FROM   THE   USE   OF   THE   SERVICE   WILL   BEACCURATE OR RELIABLE.

ANY   CONTENT   DOWNLOADED   FROM   OR   OTHERWISE   ACCESSED   THROUGH   THESERVICE   IS   ACCESSED   AT   YOUR   OWN   RISK,   AND   YOU   SHALL   BE   SOLELYRESPONSIBLE   FOR   ANY   DAMAGE   TO YOUR   PROPERTY,   INCLUDING,   BUT   NOTLIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THESERVICE OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

NO   ADVICE   OR   INFORMATION,   WHETHER   ORAL   OR   WRITTEN,   OBTAINED   FROMZIBRA   AI   OR   THROUGH   THE   SERVICE   WILL   CREATE   ANY   WARRANTY   NOTEXPRESSLY MADE HEREIN.

FROM TIME TO TIME, ZIBRA AI MAY OFFER NEW “BETA” FEATURES, PRODUCTS, ORTOOLS   WITH   WHICH   ITS   USERS   MAY   EXPERIMENT.   SUCH   FEATURES,   PRODUCTS,OR   TOOLS   ARE   OFFERED   SOLELY   FOR   EXPERIMENTAL   PURPOSES   AND   WITHOUTANY WARRANTY OF ANY KIND AND MAY BE MODIFIED OR DISCONTINUED AT ZIBRAAI’S   SOLE   DISCRETION.   THE   PROVISIONS   OF   THIS   SECTION   APPLY   WITH   FULLFORCE TO SUCH FEATURES, PRODUCTS, OR TOOLS.

9.2 No Liability for conduct of third parties.  YOU   ACKNOWLEDGE   AND   AGREE   THATZIBRA AI ENTITIES (AS DEFINED BELOW) ARE NOT LIABLE, AND YOU AGREE NOT TOSEEK TO HOLD ZIBRA AI ENTITIES LIABLE FOR THE CONDUCT OF THIRD PARTIES,INCLUDING THIRD-PARTY SERVICE PROVIDERS, AND OPERATORS OF THIRD-PARTYWEBSITES,   THIRD-PARTY   APPLICATIONS,   OR   THIRD-PARTY   ADS   (AS   DEFINEDBELOW),   AND   THAT   THE   RISK   OF   INJURY   FROM   SUCH   THIRD   PARTIES   RESTSENTIRELY WITH YOU.

9.3 No Liability for conduct of other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OFYOUR   COMMUNICATIONS   AND   INTERACTIONS   WITH   OTHER   USERS   OF   THESERVICE.   YOU   UNDERSTAND   THAT   ZIBRA   AI   DOES   NOT   MAKE   ANY   ATTEMPT   TOVERIFY THE STATEMENTS OF THE SERVICE USERS. ZIBRA AI MAKES NO WARRANTYTHAT   THE   GOODS   OR   SERVICES   PROVIDED   BY   THIRD   PARTIES   WILL   MEET   YOURREQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE   BASIS.   ZIBRA   AI   MAKES   NO   WARRANTY   REGARDING   THE   QUALITY   OF   ANYSUCH   GOODS   OR   SERVICES   OR   THE   ACCURACY,   TIMELINESS,   TRUTHFULNESS,COMPLETENESS,   OR   RELIABILITY   OF   ANY   USER   CONTENT   OBTAINED   THROUGHTHE SERVICE.

9.3 No Liability for conduct of other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OFYOUR   COMMUNICATIONS   AND   INTERACTIONS   WITH   OTHER   USERS   OF   THESERVICE.   YOU   UNDERSTAND   THAT   ZIBRA   AI   DOES   NOT   MAKE   ANY   ATTEMPT   TOVERIFY THE STATEMENTS OF THE SERVICE USERS. ZIBRA AI MAKES NO WARRANTYTHAT   THE   GOODS   OR   SERVICES   PROVIDED   BY   THIRD   PARTIES   WILL   MEET   YOURREQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE   BASIS.   ZIBRA   AI   MAKES   NO   WARRANTY   REGARDING   THE   QUALITY   OF   ANYSUCH   GOODS   OR   SERVICES   OR   THE   ACCURACY,   TIMELINESS,   TRUTHFULNESS,COMPLETENESS,   OR   RELIABILITY   OF   ANY   USER   CONTENT   OBTAINED   THROUGHTHE SERVICE.

9.4 Third-party materials.  As   a   part   of   the   Service,   You   may   have   access   to   materials   thatanother party hosts. You agree that Zibra AI can't monitor such materials and that You accessthese materials at Your own risk.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

TO   THE   FULLEST   EXTENT   PERMITTED   BY   LAW,   IN   NO   EVENT   WILL   ZIBRA   AI,   ITSAFFILIATES,   OFFICERS,   EMPLOYEES,   AGENTS,   SERVICE   PROVIDERS,   PARTNERS,AND LICENSORS (COLLECTIVELY, “ZIBRA AI ENTITIES”) BE LIABLE TO YOU FOR ANYINDIRECT,   INCIDENTAL,   SPECIAL,   CONSEQUENTIAL   OR   PUNITIVE   DAMAGES(INCLUDING   DAMAGES   FOR   LOSS   OF   PROFITS,   GOODWILL,   OR   ANY   OTHERINTANGIBLE   LOSS)   ARISING   OUT   OF   OR   RELATING   TO   YOUR   ACCESS   TO   OR   USEOF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS ORCONTENT   ON   THE   SERVICE,   WHETHER   BASED   ON   WARRANTY,   CONTRACT,   TORT(INCLUDING   NEGLIGENCE),   STATUTE,   OR   ANY   OTHER   LEGAL   THEORY,   ANDWHETHER OR NOT ANY ZIBRA AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITYOF DAMAGE.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ZIBRAAI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USEOF   OR   ANY   INABILITY   TO   USE   ANY   PORTION   OF   THE   SERVICE   OR   OTHERWISEUNDER   THESE   TERMS   OF   SERVICE,   WHETHER   IN   CONTRACT,   TORT,   OROTHERWISE,   IS   LIMITED   TO   THE   GREATER   OF   USD15.00   AND   THE   AMOUNTS   YOUHAVE PAID TO ZIBRA AI, IF ANY, DURING THE SIX MONTHS PRIOR TO THE DATE OFYOUR CLAIM AGAINST US.

EACH PROVISION OF THESE TERMS OF SERVICE THAT PROVIDES FOR A LIMITATIONOF   LIABILITY,   DISCLAIMER OF   WARRANTIES,   OR   EXCLUSION   OF   DAMAGES   ISINTENDED   TO   AND   DOES   ALLOCATE   THE   RISKS BETWEEN   THE   PARTIES   UNDERTHESE TERMS OF SERVICE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THEBASIS   OF   THE   BARGAIN   BETWEEN   THE   PARTIES.   EACH   OF   THESE   PROVISIONS   ISSEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS OFSERVICE.   THE   LIMITATIONS   IN   CLAUSE  10  WILL   APPLY   EVEN   IF   ANY   LIMITEDREMEDY FAILS OF ITS ESSENTIAL PURPOSE.

FOR   UK   USERS,   ZIBRA   AI   DOES   NOT   IN   ANY   WAY   SEEK   TO   EXCLUDE   OR   LIMITLIABILITY   FOR   (A)   DEATH   OR   PERSONAL   INJURY   CAUSED   BY   ZIBRA   AI’SNEGLIGENCE;   (B)   FRAUD   OR   FRAUDULENT MISREPRESENTATION;   OR   (C)   ANYOTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.

You hereby release Zibra AI Entities and their successors from claims, demands, any and alllosses,   damages,   rights,   and   actions   of   any   kind,   including   personal   injuries,   death,   andproperty damage, that is either directly or indirectly related to or arises from Your use of theService, including but not limited to, any interactions with or conduct of other Users or Third-Party Services of any kind arising in connection with or as a result of these Terms of ServiceYour use of the Service. If You are a California resident, You hereby waive California CivilCode   Section   1542,   which   states,   “A   general   release   does   not   extend   to   claims   that   thecreditor or releasing party does not know or suspect to exist in his or her favor at the time ofexecuting the release and that, if known by him or her, would have materially affected his orher settlement with the debtor or released party.” The foregoing release does not apply to anyclaims, demands, or any losses, damages, rights, and actions of any kind, including personalinjuries, death, or property damage for any unconscionable commercial practice by a Zibra AIEntity or for such party's fraud, deception, false, promise, misrepresentation or concealment,suppression,   or   omission   of   any   material   fact   in   connection   with   the   Service   providedhereunder.

To the fullest extent permitted by law, You are responsible for Your use of the Service. Youwill indemnify and hold harmless Zibra AI Entities from and against every claim brought by athird   party   and   any   related   liability,   damage,   loss,   and   expense,   including   reasonableattorneys' fees and costs, arising out of or connected with: (a) Your unauthorized use of, ormisuse   of,   the   Service;   (b)   Your   violation   of   any   portion   of   these   Terms   of   Service,   or   anyapplicable law or regulation; (d) Your violation of any third party right, including any intellectualproperty right or publicity, confidentiality, other property, or privacy right; or (e) any dispute orissue between You and any third party. We reserve the right, at our own expense, to assumethe exclusive defense and control of any matter otherwise subject to indemnification by You(without limiting Your indemnification obligations with respect to that matter), and in that case,You will cooperate with our defense of those claims.

11. TERM AND TERMINATION

11.1 Termination by User.  Any   User   may   stop   using   the   Services   at   any   time   by   way   ofcontacting  support@zibra.ai  asking to terminate the Subscription. Termination of the User’sSubscription does not relieve the User of any obligation to pay any outstanding fees (if any).

11.2 Termination by Zibra AI.  If   Zibra   AI   terminates   these   Terms   of   Service   for   reasons   otherthan  for  cause,  Zibra  AI  will  make  a  reasonable  effort  to  notify  the  User  at  least  thirty  (30)days prior to termination via the email address  the  User has provided to Zibra AI. Zibra AImay, at any time, terminate User’s right to use and access the Software and accompanyingServices if: (a) User breaches any provision of these Terms of Service (or act in a mannerthat clearly shows that the User does not intend to, or is unable to, comply with these Termsof Service); (b) User fails to make the timely payment of fees for Subscription; (c) Zibra AI isrequired   to   do   so   by   law   (for   example,   where   the   provision   of   the   Services   to   User   is,   orbecomes, unlawful); (d) Zibra AI elects to discontinue the Services, in whole or in part, (suchas   if   it   becomes   impractical   for   Zibra   AI   to   continue   offering   Services   in   User’s   region,including, due to legal requirements).

11.3 Consequences of termination.  Upon   termination   of   the   Services,   Your   access   to   thefunctionality of the Services will be limited as described in these Terms of Service.

11.4 Survival. Upon termination of these Terms of Service, clauses 5 to 14 inclusively will surviveany termination or expiration of these Terms of Service.

12. THIRD-PARTY SERVICES

12.1 Third-Party Payment Processor.   Zibra   AI   currently   uses  Stripe,   Inc.   and   its   affiliates   (for
processing  Stripe  transactions)   and   may   in   the   future   use  Pay   Pal,   Inc.   as   the   third-partypayment   processor   for   payment   services   (e.g.,   card   acceptance,   merchant   settlement,   and
related   services)   (“Third-Party Payment Processor(s)”).   By   purchasing   the   Service,   You
agree   to   be   bound   by   the   Third-Party   Payment   Processors’   privacy   policy   and   its   terms   of
service and hereby consent and authorize Zibra AI and the Third-Party Payment Processor(s)
to   share   any   information   and   payment   instructions   You   provide   with   each   other   to   the
maximum extent required to complete Your transactions.

12.2 Third-Party Websites, Applications, and Ads. The Service may contain links to third-partywebsites   (“Third-Party   Websites”),   applications   (“Third-Party   Applications”),   andadvertisements for third parties (“Third-Party Ads”). When You click on a link to a Third-PartyWebsite, Third-Party Application, or Third-Party Ad, we will not warn You that You have leftthe Service and are subject to the terms and conditions (including privacy policies) of anotherwebsite or destination. Such Third-Party Websites, Third-Party Applications, and Third-PartyAds   are   not   under   the   control   of   Zibra   AI.   Zibra   AI   is   not   responsible   for   any   Third-PartyWebsites,   Third-Party   Applications,   or   Third-Party   Ads.   Zibra   AI   provides   these   Third-PartyWebsites, Third-Party Applications, and Third-Party Ads only as a convenience and does notreview,   approve,   monitor,   endorse,   warrant,   or   make   any   representations   with   respect   toThird-Party Websites, Third-Party Applications or Third-Party Ads, or any product or serviceprovided   in   connection   therewith.   Your   use   of   all   Third-Party   Websites,   Third-PartyApplications,   and   Third-Party   Ads   shall   be   at   Your   own   risk.   When   You   leave   the   Service,these Terms of Service and our policies shall no longer govern. It shall be Your responsibilityto review applicable terms and policies, including privacy and data gathering practices, of anyThird-Party   Websites,   Third-Party   Applications,   or   Third-Party   Ads   and   to   make   whateverinvestigation You feel necessary or appropriate before proceeding with any transaction withany third party.

13. DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

Please read the following arbitration agreement in this clause  13  (“Arbitration Agreement”)carefully.   It   requires   Users   to   arbitrate   disputes   with   Zibra   AI   and   sets   the   limits   and   themanner in which You can seek relief from us.

13.1 Applicability of Arbitration Agreement. User and Zibra AI agree that any dispute, claim, orrequest for relief by or against Zibra AI relating in any way to Your access to or use of theService or the Agreement will be resolved by binding arbitration rather than in court, exceptthat   (a)   You   and   we   may   assert   claims   or   seek   relief   in   small   claims   court   if   such   claimsqualify and remain in small claims court; and (b) You or Zibra AI may seek equitable relief incourt   for   infringement   or   other   misuses   of   intellectual   property   rights   (such   as   trademarks,domain   names,   trade   secrets,   copyrights,   and   patents).   For   purposes   of   this   ArbitrationAgreement and the avoidance of any doubt, the terms “we”, “us” or “Zibra AI” mean Zibra AIInc. and any of its predecessors, successors, assigns, corporate parents, subsidiaries, andaffiliates,   and   each   of   their   respective   officers,   directors,   employees,   agents,   andrepresentatives.

13.2 Arbitration Rules and Forum.  The   Federal   Arbitration   Act   governs   the   interpretation   andenforcement of this Arbitration Agreement. To begin an arbitration proceeding, You must senda   letter   requesting   arbitration   and   describing   Your   dispute   or   claim,   or   request   for   relief   toZibra AI at the contact address found at the end of these Terms of Service. The arbitration willbe   conducted   by   JAMS,   an   established   alternative   dispute   resolution   provider.   Disputesinvolving   claims,   counterclaims,   or   requests   for   relief   under   $250,000,   not   inclusive   ofattorneys' fees and interest, shall be subject to JAMS’ most current version of the StreamlinedArbitration   Rules   and   procedures   available   at http://www.jamsadr.com/rules-streamlined-arbitration/;   all   other   disputes   shall   be   subject   to   JAMS’   most   current   version   of   theComprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.   Any   arbitration   of   a   dispute   relating   to   Your   use   of   the   Serviceprimarily for personal, family, or household purposes shall also be subject to the allocation ofarbitration costs and other requirements of the JAMS' policy regarding Consumer ArbitrationsPursuant   to   Pre-Dispute   Clauses   Minimum   Standards   of   Procedural   Fairness   availableat https://www.jamsadr.com/consumer-minimum-standards/. JAMS’ rules are also available atwww.jamsadr.com. If JAMS is not available to arbitrate, the parties will select an alternativearbitral forum.

13.2 Arbitration Rules and Forum.  The   Federal   Arbitration   Act   governs   the   interpretation   andenforcement of this Arbitration Agreement. To begin an arbitration proceeding, You must senda   letter   requesting   arbitration   and   describing   Your   dispute   or   claim,   or   request   for   relief   toZibra AI at the contact address found at the end of these Terms of Service. The arbitration willbe   conducted   by   JAMS,   an   established   alternative   dispute   resolution   provider.   Disputesinvolving   claims,   counterclaims,   or   requests   for   relief   under   $250,000,   not   inclusive   ofattorneys' fees and interest, shall be subject to JAMS’ most current version of the StreamlinedArbitration   Rules   and   procedures   available   at http://www.jamsadr.com/rules-streamlined-arbitration/;   all   other   disputes   shall   be   subject   to   JAMS’   most   current   version   of   theComprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.   Any   arbitration   of   a   dispute   relating   to   Your   use   of   the   Serviceprimarily for personal, family, or household purposes shall also be subject to the allocation ofarbitration costs and other requirements of the JAMS' policy regarding Consumer ArbitrationsPursuant   to   Pre-Dispute   Clauses   Minimum   Standards   of   Procedural   Fairness   availableat https://www.jamsadr.com/consumer-minimum-standards/. JAMS’ rules are also available atwww.jamsadr.com. If JAMS is not available to arbitrate, the parties will select an alternativearbitral forum.

You   may   choose   to   have   the   arbitration   conducted   by   telephone,   based   on   writtensubmissions, or in person in the county where You live or at another mutually agreed location.Any   judgment   on   the   award   rendered   by   the   arbitrator   may   be   entered   in   any   court   ofcompetent jurisdiction.

13.3 Authority of Arbitrator.  The   arbitrator   shall   have   exclusive   authority   to   (a)   determine   thescope and enforceability of this Arbitration Agreement and (b) resolve any dispute related tothe   interpretation,   applicability,   enforceability,   or   formation   of   this   Arbitration   Agreement,including, but not limited to, any assertion that all or any part of this Arbitration Agreement isvoid or voidable. The arbitration will decide the rights and liabilities of You and Zibra AI, if any.The   arbitration   proceeding   will   not   be   consolidated   with   other   matters   or   joined   with   othercases or parties. The arbitrator shall have the authority to grant motions dispositive of all orpart of any claim. The arbitrator shall have the authority to award monetary damages and togrant any non-monetary remedy or relief available to an individual under applicable law, thearbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitratorshall issue a written award and statement of decision describing the essential findings andconclusions on which the award is based, including the calculation of any damages awarded.The arbitrator has the same authority to award relief on an individual basis that a judge in acourt of law would have. The award of the arbitrator is final and binding upon You and us.

13.4 Waiver of Jury Trial. YOU AND ZIBRA AI HEREBY WAIVE ANY CONSTITUTIONAL ANDSTATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGEOR A JURY. You and Zibra AI are instead electing that all disputes, claims, or requests forrelief   shall   be   resolved   by   arbitration   under   this   Arbitration   Agreement.   An   arbitrator   canaward on an individual basis the same damages and relief as a court and must follow thisAgreement   as   a   court   would.   However,   there   is   no   judge   or   jury   in   arbitration,   and   courtreview of an arbitration award is subject to very limited review.

13.5 Waiver of Class or Other Non-Individualized Relief.  ALL   DISPUTES,   CLAIMS,   ANDREQUESTS   FOR   RELIEF   WITHIN   THE   SCOPE   OF   THIS   ARBITRATION   AGREEMENTMUST   BE   ARBITRATED   ON   AN   INDIVIDUAL   BASIS   AND   NOT   ON   A   CLASS   ORCOLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORETHAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITHTHOSE   OF   ANY   OTHER   CUSTOMER   OR   USER.   If   a   decision   is   issued   stating   thatapplicable law precludes enforcement of any of this subsection's limitations as to a particularclaim for relief, then that claim for relief and only that claim for relief shall be severed from thearbitration and brought into the State or Federal Courts located in the State of Delaware. Allother disputes, claims, or requests for relief shall be arbitrated.

13.6 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this ArbitrationAgreement by sending written notice of Your decision to opt out to  support@zibra.ai  withinthirty (30) days after first becoming subject to this Arbitration Agreement. Your notice mustinclude Your name and address, Your email address, and an unequivocal statement that Youwant to opt out of this Arbitration Agreement. If You opt out of this Arbitration Agreement, allother   parts   of   this   Agreement   will   continue   to   apply   to   You.   Opting   out   of   this   ArbitrationAgreement does not affect any other arbitration agreements that You may currently have ormay enter in the future with us.

13.7 Severability. Except as provided in clause 13.5 (Waiver of Class or Other Non-IndividualizedRelief), if any part or parts of this Arbitration Agreement are found under the law to be invalidor unenforceable, then such specific part or parts shall be of no force and effect and shall besevered, and the remainder of the Arbitration Agreement shall continue in full force and effect.

13.8 Survival of Agreement.  This   Arbitration   Agreement   will   survive   the   termination   of   Yourrelationship with Zibra AI.

13.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree thatif Zibra AI makes any future material change to this Arbitration Agreement, You may rejectthat   change   within   thirty   (30)   days   of   such   change   becoming   effective   by   following   theprocedure set forth in clause 13.6 (30-Day Right to Opt-Out) of this Arbitration Agreement.

14. GENERAL PROVISIONS

14.1 Electronic Communications.  The   communications   between   You   and   Zibra   AI   may   takeplace via electronic means, whether You visit the Service or send Zibra AI e-mails, or whetherZibra AI posts notices on the Service or communicates with You via e-mail. For contractualpurposes, You (a) consent to receive communications from Zibra AI in an electronic form; and(b)   agree   that   all   terms   and   conditions,   agreements,   notices,   disclosures,   and   othercommunications that Zibra AI provides to You electronically satisfy any legal requirement thatsuch communications would satisfy if it were to be in writing.

14.2 Assignment.  These Terms of Service, and Your rights and obligations hereunder, may notbe   assigned,   subcontracted,   delegated,   or   otherwise   transferred   by   You   without   the   priorwritten   consent   of   Zibra   AI,   and   any   attempted   assignment,   subcontract,   delegation,   ortransfer in violation of the foregoing will be null and void.

14.3 Force Majeure.  Zibra AI shall not be liable for any delay or failure to perform resulting fromany event or circumstance, regardless of whether it was foreseeable that was not caused byZibra   AI   and   that   prevents   Zibra   AI   from   complying   with   any   of   its   obligations   under   theseTerms   of   Service.   For   UK   Users,   if   a   force   majeure   event   occurs   that   affects   Zibra   AI’sperformance of its obligations under these Terms of Service: (a) Zibra AI will contact You assoon as reasonably possible to notify You; and (b) Zibra AI’s obligations under these Terms ofService will be suspended and the time for Zibra AI’s performance of its obligations will beextended for the duration of the force majeure event. You may cancel the Services affectedby   a   force   majeure   event   that   has   continued   for   more   than   120   days.   To   cancel,   pleasecontact support@zibra.ai.

14.4 Questions, complaints, claims.  If   You   have   any   questions,   complaints,   or   claims   withrespect to the Service, please contact us at the mailing or email address found at the end ofthese Terms of Service. We will do our best to address Your concerns.

14.5 Exclusive Venue.  To the extent the Parties are permitted under these Terms of Service toinitiate litigation in a court, both You and Zibra AI agree that all claims and disputes arising outof or relating to the Terms of Service will be litigated exclusively in the state or federal courtslocated in the State of Delaware.

14.6 Governing Law.  THESE   TERMS   OF   SERVICE   AND   ANY   ACTION   RELATED   TO   THEMWILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATEOF   DELAWARE,   CONSISTENT   WITH   THE   FEDERAL   ARBITRATION   ACT,   WITHOUTGIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THELAW   OF   ANOTHER   JURISDICTION.   THE   UNITED   NATIONS   CONVENTION   ONCONTRACTS   FOR   THE   INTERNATIONAL   SALE   OF   GOODS   DOES   NOT   APPLY   TOTHESE TERMS OF SERVICE.

14.7 Notice. Where Zibra AI requires that You provide an e-mail address, You are responsible forproviding Zibra AI with Your current e-mail address. If the last e-mail address You provided toZibra AI is not valid or for any reason is not capable of delivering to You any notices required/permitted by these Terms of Service, Zibra AI’s dispatch of the e-mail containing such noticewill  nonetheless  constitute  effective  notice.  You  may  give  notice  to  Zibra  AI  at  the  addressbelow. Such notice shall be deemed given when received by Zibra AI by letter delivered by anationally   recognized   overnight   delivery   service   or   first-class   postage   prepaid   mail   at   theabove address.

14.8 Waiver.  Any   waiver   or   failure   to   enforce   any   provision   of   the   Terms   of   Service   on   oneoccasion will not be deemed a waiver of any other provision or of such provision on any otheroccasion.

14.9 Severability. If any portion of the Terms of Service is held invalid, unlawful, or unenforceable,that   portion   shall   be   construed   in   a   manner   to   reflect,   as   nearly   as   possible,   the   originalintention of the parties, and the remaining portions shall remain in full force and effect to thefull extent permitted by law.

14.10 Export Control. You may not use, export, import, or transfer the Service or any part thereofexcept   as   authorized   by   U.S.   law,   the   laws   of   the   jurisdiction   in   which   You   obtained   theService, and any other applicable laws, including the U.S. Export Administration Regulationsand the U.S. sanctions laws administered by the U.S. Department of the Treasury's Office ofForeign Assets Control (“OFAC”). In particular, but without limitation, the Service or any partthereof may not be exported, re-exported, or otherwise transferred or provided to any personor entity (a) located, organized, or resident in any jurisdiction subject to comprehensive U.S.and   European   Union   trade   sanctions,   including,   among   others,   Belarus,   Cuba,   Iran,   NorthKorea, Syria, Russia, and the Crimea and Donetsk People's Republic or Luhansk People'sRepublic   regions   of   Ukraine   (the   “Sanctioned   Countries”),   or   (b)   on   any   export-   orsanctioned-related U.S. restricted party list, including OFAC's Specially Designated Nationalsand   Blocked   Persons   List,   Foreign   Sanctions   Evaders   List,   and   Sectoral   SanctionsIdentifications List, or the U.S. Department of Commerce's Denied Person's List, UnverifiedList,  or  Entity  List  (the  “Restricted Party Lists”).  By  using  the  Service,  You  represent  andwarrant   that   You   are   not,   and   are   not   owned,   controlled,   or   acting   on   behalf   of   any   otherperson or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listedon any Restricted Party List. You also will not use the Service for any military end-use or anyother   purpose   prohibited   by   U.S.   law,   including   the   development,   design,   manufacture,   orproduction of missiles, nuclear, chemical, or biological weapons.

14.11 California Consumer Complaints. In accordance with California Civil Code §1789.3, if Youare a California consumer, You may report complaints to the Complaint Assistance Unit of theDivision   of   Consumer   Services   of the   California   Department   of   Consumer   Affairs   bycontacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834,or by telephone at (800) 952-5210.

14.12 Entire Agreement.  Unless   otherwise   is   indicated   herein,   these   Terms   of   Service   and   thePrivacy Policy are the final, complete, and exclusive agreement of the parties with respect toits   subject   matter   and   supersede   and   merge   all   prior   discussions   between   the   parties   withrespect to such subject matter.

14.13 Contact Information

Zibra AI Inc.
16192 Coastal Highway
Lewes, Delaware 19958,
support@zibra.ai