ZibraVDB Terms of Service

1. Definitions

In these Terms the following definitions shall have the meaning assigned to them in this section unless the context requires otherwise:

“Eligible Individual User” means an individual or a legal entity that meets the following criteria:it has an annual revenue of USD250,000 or less or has received less than USD1,000,000 in funding; and it does not use the Software for developing the Project for or on behalf of a third party at the request or order of such third party;

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

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

“Project” shall mean one video production project, one movie, one video game, or any other audiovisual work owned and/or created by the User;

“Restricted Functionality Software” means the Software with limited functionality that is not supported, updated, or modified by Zibra AI as described in section 6.4. The Software becomes Restricted Functionality Software in cases and according to the terms specified in section 6.4;

“Seat” includes one (1) hardware device linked to one (1) User ID (Node-locked) on which the relevant Software can be accessed;“Software” means ZibraVDB, a cross-platform GPU-based plugin for compressing OpenVDB effects and rendering them on the Unreal Engine platform;“Subscription Fee” has the meaning assigned to this term in section 6.2;

“Subscription Period” means a period, during which the relevant Subscription Plan is active;

“Subscription Plan” means a specific periodic plan selected by the User at the time of purchase, which differs by eligibility criteria, and grants access to the Software under the terms specified for the chosen plan;

“Support Services” means technical support services via support@zibra.ai provided on a non-priority basis, according to the order in which requests are received, including the resolution of technical bugs in the Software that appear due to Zibra AI’s fault during the Subscription Period;

“Updates” has the meaning assigned to this term in section 4.5;

“User’s Content” means any content or material that You render, or otherwise produce using the functionalities of the Software, including but not limited to digital scenes, images, pictures, data, text, files, software code, software, videos, and graphical representations, which are strictly limited to non-executable creative outputs directly resulting from the use of the Software, and excludes any content that includes or acts as a carrier for executable code;

“Zibra AI” or “we” shall mean ZIBRA AI INC., a Delaware corporation, registration number 5298131, registered at 16192 Coastal Highway, Lewes, Delaware 19958, the USA;

2.1 Modification
WE RESERVE THE RIGHT TO CHANGE THESE TERMS AT ANY TIME, IN OUR SOLE DISCRETION AND WITHOUT PRIOR NOTICE TO YOU. PLEASE CHECK THESE TERMS PERIODICALLY FOR CHANGES.
When changes are made, we will make a new copy of these Terms available on our website. We will also update the “Last Updated” date at the top of the Terms. Any changes to the Terms will be effective immediately unless otherwise indicated in the relevant versions of the Terms.
We may notify you about some critical changes, for example, by email or by posting notifications on the Service, but we are not obliged to do so in each case.
If You do not agree to any change(s) or modifications to these Terms, You must stop using the Service. Otherwise, Your continued use of the Service constitutes Your acceptance of such change(s) or modifications.

2.2 Eligibility You recognize and acknowledge that the Subscription Plan selected by You is available only to users who meet the criteria for Eligible Individual Users, established in section 1. You represent and warrant that You satisfy the criteria for Eligible Individual Users. Zibra AI reserves the right to request reasonable evidence from You to confirm Your eligibility, and You agree to promptly provide such evidence upon our request.

If You do not meet the eligibility criteria or fail to provide reasonable evidence of Your eligibility, You shall not be entitled to use the Software under and should contact Zibra AI to purchase access to the Software under different terms. Zibra AI reserves the right, at its sole discretion, to terminate Your access to the Software if You do not meet the eligibility criteria for the Eligible Individual Users or fail to provide reasonable evidence and may require You to purchase access to the Software under different terms.The Service is intended solely for persons 18 years of age or older. Any access to or use of the Service by anyone under 18 is prohibited. If You accept these Terms on behalf of the company or other legal entity, You warrant that You have the full legal capacity to accept these Terms on behalf of such 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 section 15.10.

3.1 General. The Service offers You access to the Software along with all the necessary Updates and Support Services on the terms provided below.

3.2 Software. You may purchase the License by visiting the product page on our website and choosing the applicable Subscription Plan. After completing the payment information, You should pay for the Subscription Plan using the payment instructions. Upon successful payment, we will send You a license key to activate the Software along with the installment instructions.

3.3 Subscription Plans. Zibra AI may offer various Subscription Plans, available on a monthly (“Monthly Subscription”), annual (“Annual Subscription”) or other basis. The duration for each Subscription Plan is specified on the relevant product page on our website.By purchasing the Monthly or Annual Subscription, You obtain the License to use the Software or the Restricted Functionality Software under the terms provided below. The Monthly Subscription is valid for thirty (30) calendar days from the date of purchase. The Annual Subscription is valid for twelve (12) months from the date of purchase.

3.4 Seats. Each Subscription Plan includes one (1) Seat. At the time of purchase, You may increase the number of Seats. You may also purchase additional Seats within the Subscription Plan following the instructions in Your Stripe account during the Subscription Period. You may request to switch the hardware device linked to Your User ID up to twelve (12) times per year but no more than once per month.

5.1 Free Trial. Zibra AI offers a fully functional pre-purchase free trial for using the Software. Upon agreeing to these Terms, we grant You a temporary, worldwide, non-transferable, non-exclusive, royalty-free, revocable, and limited license to install, access, and use the Software for a one-time period of seven (7) consecutive calendar days, unless it is extended by Zibra AI. This trial is for internal, non-commercial use only and is solely for testing and evaluating the Software. At the end of the trial period, Your use of the Software will expire, and any further use of the Software, including any executable code developed by You using the Software, shall be strictly prohibited without the prior written consent of Zibra AI or unless You pay the applicable Subscription Fee (as defined below). You are entitled to use the free trial for the Software only once and if you have not previously had a paid Subscription Plan. Zibra AI reserves the right to restrict access to the Software for users who abuse the free trial.

5.2 Termination. Your free trial will automatically terminate seven (7) consecutive calendar days after activation, and any further use of the Software, including any executable code developed by You using the Software, will only be permitted after purchasing the Subscription Plan.After the trial period expires, you will be automatically charged for the chosen Subscription Plan unless you cancel it before the end of the trial period.

6.1 Payment. You agree to pay all fees or charges for the Services under the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. As a condition to subscribing to the Service, You must provide Zibra AI’s Third-Party Payment Processor (as defined in section 13.1) with a valid credit or debit card number (Visa, MasterCard, or any other issuer accepted by us) (“Payment Method”). 

6.2 Subscription Fees. You will be responsible for paying the applicable fee in the amount indicated on the relevant payment page (“Subscription Fee”) when You select the Subscription Plan, and the number of Seats. Zibra AI may suspend Your use of the Software, without liability to Zibra AI, in the event that any amounts payable by You are past due or You are otherwise in breach of these Terms.

6.3 Automatic renewal. Billing cycle. Unless You cancel Your Subscription Plan before the end of Your current Subscription Period, Your Subscription Plan will automatically renew for the same duration, and Your payment method will be charged the applicable Subscription Fee. We will notify you via email and an in-plugin popup (if possible) of Your Subscription Period’s impending conclusion at least seven (7) calendar days before it expires, reminding you of the upcoming automatic renewal.BY PURCHASING THE SUBSCRIPTION PLAN, YOU AGREE THAT ZIBRA AI WILL BE ABLE TO CHARGE YOUR PAYMENT METHOD EACH 30 (THIRTY) CALENDAR DAYS OR TWELVE (12) MONTHS (DEPENDING ON THE PURCHASED SUBSCRIPTION PLAN) ON THE DAY CORRESPONDING TO THE DATE YOU PURCHASED THE SUBSCRIPTION PLAN UNLESS YOU CANCEL YOUR SUBSCRIPTION PLAN OR PUT IT ON HOLD, AS FURTHER DESCRIBED BELOW. IN SOME CASES, YOUR PAYMENT DATE OR BILLING CYCLE MAY CHANGE, FOR EXAMPLE, IF YOUR PAYMENT METHOD HAS NOT SUCCESSFULLY SETTLED, WHEN YOU CHANGE YOUR SUBSCRIPTION PLAN, OR IF YOUR SUBSCRIPTION PERIOD BEGAN ON A DAY NOT CONTAINED IN A GIVEN MONTH.

6.4 Cancellation. You can cancel Your Subscription Plan at any time before its period ends by following the cancellation instructions in Your Stripe account. You will continue to have access to the Service until the end of Your current Subscription Period. If Your Subscription Plan expires or is canceled, the Software will revert to Restricted Functionality Software. This means (i) You will no longer be entitled to receive Updates and Support Services; and (ii) the functionality and features of the Software will be limited and determined by Zibra AI. Additional functionality restrictions may apply.No refunds will be provided for forgotten cancellations.

6.5 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 in the total costs associated with our Service. 

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

6.7 Taxes. The payments required under section 6.2 do not include any Sales Tax (as defined below) that may be due in connection with the Services provided under these Terms. If Zibra AI determines it has a legal obligation to collect a Sales Tax from You in connection with these Terms, Zibra AI shall collect such Sales Tax in addition to the payments required under section 6.2. If any services, or payments for any services under these Terms are subject to any Sales Tax in any jurisdiction and You have not remitted the applicable Sales Tax to Zibra AI, You will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and You will indemnify Zibra AI for any liability or expense Zibra AI may incur in connection with such Sales Taxes. Upon Zibra AI’s request, You will provide it with official receipts issued by the appropriate taxing authority or other such evidence that You have paid all applicable taxes. For purposes of this section, “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 tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

6.8 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 of fees to Zibra AI will be Your sole responsibility, and You will provide Zibra AI with official receipts issued by the appropriate taxing authority or such other evidence as we may reasonably request to establish that such taxes have been paid. 

6.9 Refunds. All fees paid by You for the relevant Subscription Plans are non-refundable if You have used the free trial specified in section 5. ZIbra AI does not generally provide refunds or credits for canceling the Subscription. If you are an EU resident, You hereby expressly consent to the immediate performance of the contract and acknowledge that You will lose Your right to withdraw from the contract once the download of the Software has begun.

7. You shall not use the trade names, trademarks, service marks, or product names of Zibra AI without Zibra AI's prior written consent.

8.1 Ownership rights. Zibra AI does not claim ownership rights in any User’s Content, and nothing in these Terms will be deemed to restrict any rights that the User may have in relation to the User’s Content. However, we highly encourage Users to mention Zibra AI and/or the Licensed Software in the credits of the Project or in each case of public demonstration of showcasing scenes, images, graphics, and videos developed by You using the Software.

8.2 User’s Content License. By using the Software, You grant Zibra AI a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use the User’s Content for marketing and demonstrating the Software functionality by way of posting the User’s Content on the official website of Zibra AI, social networks of Zibra AI, media and any other channels which may be used for the promotion of the Software, unless You explicitly prohibit such use.

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

8.4 User’s Representations and Warranties. User represents and warrants that they have (and will have) all rights necessary to grant Zibra AI the license rights in relation to User’s Content under these Terms. User represents and warrants that neither the User’s Content, nor User’s use and provision of the User’s Content to be made available through the Services, nor any use of the User’s 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 or privacy, or result in the violation of any applicable law or regulation.

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

If You provide input and suggestions about the Software or regarding problems with or proposed modifications or improvements to the Service, including the Software (“Feedback”), such Feedback is given voluntarily. Even if You designate such Feedback as confidential, the Feedback 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 full name 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 acknowledge that Your submission of Feedback is at Your own risk and that Zibra AI has no obligations or restrictions of any kind (including, without limitation, obligations of confidentiality, credit, or payment) concerning such Feedback. You also understand that Your photo and Feedback may be cropped or edited to fit the format of the campaign, and You waive Your right to inspect or approve Your photo and release Zibra AI from any liability arising from its use.

10.1 TO THE FULLEST EXTENT PERMITTED BY LAW, (A) THE SERVICE, AND THE SOFTWARE AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN “AS AVAILABLE” BASIS, AND (B) ZIBRA AI DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. ZIBRA AI DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, THAT ANY OF THOSE ISSUES WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICE OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZIBRA AI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.FROM TIME TO TIME, ZIBRA AI MAY OFFER NEW “BETA” FEATURES, PRODUCTS, OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES, PRODUCTS, OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND AND MAY BE MODIFIED OR DISCONTINUED AT ZIBRA AI’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES, PRODUCTS, OR TOOLS.

10.2 No Liability for the conduct of third parties. YOU ACKNOWLEDGE AND AGREE THAT ZIBRA AI ENTITIES (AS DEFINED BELOW) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ZIBRA AI ENTITIES LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THIRD-PARTY SERVICE PROVIDERS, AND OPERATORS OF THIRD-PARTY WEBSITES, THIRD-PARTY APPLICATIONS, OR THIRD-PARTY ADS (AS DEFINED BELOW), AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

10.3 No Liability for the conduct of other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT ZIBRA AI DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF THE SERVICE USERS. ZIBRA AI MAKES NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ZIBRA AI MAKES NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY USER’S CONTENT OBTAINED THROUGH THE SERVICE.

10.4 Third-party materials. As a part of the Service, You may have access to materials that another party hosts. You agree that Zibra AI can't monitor such materials and that You access these materials at Your own risk.
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11. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZIBRA AI, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, “ZIBRA AI ENTITIES”) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ZIBRA AI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF ZIBRA AI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF USD15.00 AND THE AMOUNTS YOU HAVE PAID TO ZIBRA AI, IF ANY, DURING THE SIX MONTHS PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS OF SERVICE. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.FOR UK USERS, ZIBRA AI DOES NOT IN ANY WAY SEEK TO EXCLUDE OR LIMIT LIABILITY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY ZIBRA AI’S NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER 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 all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from Your use of the Service, 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 Your use of the Service. If You are a California resident, You hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights, and actions of any kind, including personal injuries, death, or property damage for any unconscionable commercial practice by Zibra AI Entity or for such party's fraud, deception, false, promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Service provided hereunder.To the fullest extent permitted by law, You are responsible for Your use of the Service. You will indemnify and hold harmless Zibra AI Entities from and against every claim brought by a third party and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) Your unauthorized use of, or misuse of, the Service; (b) Your violation of any portion of these Terms, or any applicable law or regulation; (d) Your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (e) any dispute or issue between You and any third party. We reserve the right, at our own expense, to assume the 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.

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

12.2 Termination by Zibra AI. If Zibra AI terminates these Terms for reasons other than 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 AI may, at any time, terminate User’s right to use and access the Software and accompanying Services if: (a) User breaches any provision of these Terms (or act in a manner that clearly shows that the User does not intend to, or is unable to, comply with these Terms); (b) User fails to make the timely payment of fees for Subscription Plan; (c) Zibra AI is required to do so by law (for example, where the provision of the Services to User is, or becomes, unlawful); (d) Zibra AI elects to discontinue the Services, in whole or in part, (such as if it becomes impractical for Zibra AI to continue offering Services in User’s region, including, due to legal requirements).

12.3 Consequences of termination. Upon termination of the Services, Your access to the functionality of the Services will be limited as specified in these Terms. 

12.4. Survival. Upon termination of these Terms, the provisions that are intended by their nature to survive termination will survive and continue in full force and effect in accordance with their terms, including payment obligations, intellectual property rights, limitations of liability, and disclaimers.

13. Third-party Services

13.1. Third-Party Payment Processor. Zibra AI currently uses Stripe, Inc. and its affiliates (for processing Stripe transactions) and may in the future use PayPal, Inc. as the third-party payment 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.

13.2 Third-Party Websites, Applications, and Ads. The Service may contain links to third-party websites (“Third-Party Websites”), applications (“Third-Party Applications”), and advertisements for third parties (“Third-Party Ads”). When You click on a link to a Third-Party Website, Third-Party Application, or Third-Party Ad, we will not warn You that You have left the Service and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites, Third-Party Applications, and Third-Party Ads are not under the control of Zibra AI. Zibra AI is not responsible for any Third-Party Websites, Third-Party Applications, or Third-Party Ads. Zibra AI provides these Third-Party Websites, Third-Party Applications, and Third-Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith. Your use of all Third-Party Websites, Third-Party Applications, and Third-Party Ads shall be at Your own risk. When You leave the Service, these Terms and our policies shall no longer govern. It shall be Your responsibility to review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, Third-Party Applications, or Third-Party Ads and to make whatever investigation You feel necessary or appropriate before proceeding with any transaction with any third party.

14. Dispute Resolution and Arbitration Agreement Please read the following arbitration agreement in this section 14 (“Arbitration Agreement”) carefully. It requires Users to arbitrate disputes with Zibra AI and sets the limits and the manner in which You can seek relief from us.

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

14.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, You must send a letter requesting arbitration and describing Your dispute or claim, or request for relief to Zibra AI at the contact address found at the end of these Terms. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or requests for relief under $250,000, not inclusive of attorneys' fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’ most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. Any arbitration of a dispute relating to Your use of the Service primarily for personal, family, or household purposes shall also be subject to the allocation of arbitration costs and other requirements of the JAMS' policy regarding Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness available at https://www.jamsadr.com/consumer-minimum-standards/. JAMS’ rules are also available at www.jamsadr.com. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. You may choose to have the arbitration conducted by telephone, based on written submissions, 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 of competent jurisdiction.

14.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the 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 is void 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 other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum's rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions 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 a court of law would have. The award of the arbitrator is final and binding upon You and us.

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

14.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection's limitations as to a particular claim for relief, then that claim for relief and only that claim for relief shall be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware. All other disputes, claims, or requests for relief shall be arbitrated.

14.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of Your decision to opt out to support@zibra.ai within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include Your name and address, Your email address, and an unequivocal statement that You want to opt out of this Arbitration Agreement. If You opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to You. Opting out of this Arbitration Agreement does not affect any other arbitration agreements that You may currently have or may enter in the future with us.

14.7 Severability. Except as provided in section 14.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Arbitration Agreement shall continue in full force and effect.

14.8 Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with Zibra AI.

14.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Zibra AI makes any future material change to this Arbitration Agreement, You may reject that change within thirty (30) days of such change becoming effective by following the procedure set forth in section 14.6 (30-Day Right to Opt-Out) of this Arbitration Agreement.

15. General provisions

15.1 Electronic Communications. The communications between You and Zibra AI may take place via electronic means, whether You visit the Service or send Zibra AI e-mails, or whether Zibra AI posts notices on the Service or communicates with You via e-mail. For contractual purposes, 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 other communications that Zibra AI provides to You electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. 

15.2 Assignment. These Terms, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by You without the prior written consent of Zibra AI, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

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

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

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

15.6 Governing Law. THESE TERMS AND ANY ACTION RELATED TO THEM WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.

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

15.8 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

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


15.10 Export Control. You may not use, export, import, or transfer the Service or any part thereof except as authorized by U.S. law, the laws of the jurisdiction in which You obtained the Service, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (“OFAC”). In particular, but without limitation, the Service or any part thereof may not be exported, re-exported, or otherwise transferred or provided to any person or 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, North Korea, Syria, Russia, and the Crimea and so-called Donetsk People's Republic or Luhansk People's Republic regions of Ukraine (the “Sanctioned Countries”), or (b) on any export- or sanctioned-related U.S. restricted party list, including OFAC's Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, or the U.S. Department of Commerce's Denied Person's List, Unverified List, or Entity List (the “Restricted Party Lists”). By using the Service, You represent and warrant that You are not, and are not owned, controlled, or acting on behalf of any other person or entity that is (i) located, organized, or resident in a Sanctioned Country or (ii) listed on any Restricted Party List. You also will not use the Service for any military end-use or any other purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons.

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

15.12 Entire Agreement. Unless otherwise indicated herein, these Terms and the Privacy Policy are the final, complete, and exclusive agreement of the parties with respect to its subject matter and supersede and merge all prior discussions between the parties with respect to such subject matter.

15.13

Contact Information

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