Terms of Service

Effective Date: 2026-08-01

Last Updated: 2026-08-01

These Terms of Service (the "Terms") are a binding agreement between Zeeq Labs, Inc, a Delaware corporation ("Zeeq," "we," "us"), and the organization that accepts these Terms ("Customer," "you").

You accept these Terms by clicking to accept them, creating an account, authenticating through a third-party identity provider, installing the Zeeq GitHub App, connecting to a Zeeq-hosted endpoint, or otherwise accessing or using the Service. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" means that organization. If you do not have that authority, or the organization does not agree, do not accept these Terms and do not use the Service.

Read Section 15 (Limitation of Liability) carefully. It limits our liability to you, in most cases to a very small amount.

1. Definitions

"Aggregated Data" means data derived from use of the Service that has been combined with data from other customers such that no individual customer, Authorized User, or Customer Content is identifiable from the resulting data set.

"Anonymized Data" means data derived from use of the Service from which all direct and indirect identifiers of Customer, Authorized Users, and Customer Content have been removed or irreversibly altered, such that the data can no longer reasonably be attributed to, or used to re-identify, Customer, any Authorized User, or any Customer Content, whether alone or in combination with other information reasonably available to us.

"Authorized User" means an individual whom Customer authorizes to access the Service through Customer's Organization, including individuals invited or provisioned by a Customer administrator.

"Customer Content" means all data, materials, and content that Customer or any Authorized User submits to, or makes accessible through, the Service, or that the Service accesses at Customer's direction, including documentation files ingested from Customer's repositories, source code and diffs submitted for review, pull request contents, and prompts or instructions issued through a Coding Harness. Customer Content excludes Public Source Content.

"Public Source Content" means content the Service ingests from a publicly accessible repository that Customer or another customer designates as a public source. Public Source Content is maintained in a shared index available to all organizations that subscribe to the same source. See Section 4.5.

"Derived Artifacts" means indexes, chunks, vector embeddings, content hashes, extracted memories, world-model representations, and other derived data structures the Service generates from Customer Content in order to provide the Service.

"Coding Harness" means a third-party coding-agent client or development tool that connects to the Service, including Claude Code, Cursor, Codex, OpenCode, and GitHub Copilot.

"Documentation" means the technical documentation Zeeq makes generally available for the Service.

"OSS" means the Zeeq application source code that Zeeq makes publicly available under the GNU Affero General Public License, version 3.0 ("AGPL-3.0"), currently at https://github.com/zeeq-ai/zeeq-app.

"Organization" means the workspace or tenant within the Service under which Customer's Authorized Users and Customer Content are grouped.

"Output" means the results generated by the Service in response to Customer Content or Authorized User instructions, including code review findings, suggestions, summaries, retrieved knowledge-base results, and model responses.

"Self-Managed Provider" means an AI model provider that Customer configures for its Organization using Customer's own account and credentials, as distinguished from a model provider made available by Zeeq as a default.

"Separate Agreement" means a written agreement covering the Service that is signed or otherwise expressly executed by both Zeeq and Customer (for example, a negotiated master agreement, pilot agreement, or order form).

"Service" means the Zeeq-hosted platform and services, including the hosted application at zeeq.ai, hosted MCP server endpoints, the Zeeq GitHub App, the shared indexed knowledge base, AI code review, dynamic skills, telemetry and usage reporting, the Documentation, and the zeeq.ai website. The Service does not include the OSS when deployed and operated by Customer independently of Zeeq-hosted components (see Section 9).

2. The Service; Early-Access Status

2.1 Provision. Subject to these Terms, Zeeq grants Customer a non-exclusive, non-transferable, revocable right to access and use the Service during the Term for Customer's internal business purposes.

2.2 Early access. The Service is offered on an early-access basis. Zeeq does not commit to any level of availability, uptime, response time, error rate, support responsiveness, or backup or disaster-recovery capability, and provides no service level agreement. Zeeq may add, modify, deprecate, or discontinue features, endpoints, or the Service in whole or in part at any time.

2.3 Production use. Customer acknowledges that Zeeq does not represent the hosted Service as production-hardened and has not obtained SOC 2 or any comparable third-party security certification. Customers with production, regulated, or security-sensitive requirements should consider self-hosting the OSS under Section 9. Customer is responsible for evaluating the Service's suitability for its intended use.

2.4 Separate Agreement controls. If Zeeq and Customer enter into a Separate Agreement, the terms of that Separate Agreement control over these Terms to the extent of any conflict, including as to availability, support, security, or liability commitments.

3. Organizations, Accounts, and Authorized Users

3.1 Registration and authentication. Access to the Service requires an account. Authentication is performed through Google or GitHub OAuth. Customer is responsible for the security of the identity-provider accounts used to access the Service and for any use of the Service through those accounts.

3.2 Organization administration. Customer's designated administrators control which individuals are Authorized Users, what repositories and resources are connected to the Organization, and which model provider configuration applies. Zeeq is entitled to treat instructions, configurations, and authorizations given by a Customer administrator as authorized by Customer.

3.3 Responsibility for Authorized Users. Customer is responsible for its Authorized Users' compliance with these Terms and for all activity occurring under its Organization. Customer will promptly deprovision Authorized Users who should no longer have access and will notify Zeeq at hello@zeeq.ai of any known or suspected unauthorized access to its Organization.

3.4 Accuracy. Customer will provide accurate account and contact information and keep it current.

4. Customer Content; License to Zeeq

4.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Content, including all intellectual property rights in it. Zeeq acquires no ownership interest in Customer Content.

4.2 License. Customer grants Zeeq a non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, index (including generating vector embeddings), analyze, process, and display Customer Content, and to transmit Customer Content to the model provider configured for Customer's Organization, in each case solely to (a) provide, maintain, secure, and support the Service for Customer, (b) act on Customer's or an Authorized User's instructions, and (c) comply with law. This license does not permit any other use of Customer Content, including any use described in Section 5.1 as prohibited.

4.3 Term of license. The license in Section 4.2 terminates when these Terms terminate, except (a) during the export window described in Section 16.5, (b) for copies retained in routine backups until deleted in the ordinary course, and (c) as required by law.

4.4 Customer responsibility for content. Customer represents that it has all rights necessary to submit Customer Content to the Service and to grant the license in Section 4.2, including with respect to third-party code, licensed materials, and any personal information contained in Customer Content. Customer is responsible for determining what repositories and materials to connect to the Service.

4.5 Public Source Content. Where Customer designates a publicly accessible repository as a public source, the Service ingests that content into a shared index available to all organizations subscribing to that source. Public Source Content is not Customer Content, is not treated as Customer's Confidential Information, and the commitments in Section 5.2 do not apply to it. Customer is responsible for confirming that any repository it designates as a public source is in fact public and that ingesting and sharing its content is permitted by that repository's license. If a public source ceases to be publicly accessible, Zeeq may not detect the change; Customer should notify Zeeq at hello@zeeq.ai so the source can be removed.

4.6 Derived Artifacts. Derived Artifacts generated from Customer Content are scoped to Customer's Organization, are treated as Customer's Confidential Information, are not made available to any other organization, and are deleted in accordance with Section 16.5. As between the parties, Customer owns Derived Artifacts generated from its Customer Content to the same extent it owns the underlying Customer Content. Zeeq retains ownership of the systems, models, methods, and software that generate Derived Artifacts, and of Aggregated Data and Anonymized Data created under Section 5.3.

5. AI Training and Data Use

5.1 No training on Customer Content. Zeeq does not use identifiable Customer Content to train, fine-tune, or otherwise develop or improve any artificial-intelligence or machine-learning model, whether Zeeq's own model or a third party's model. Zeeq does not permit its model providers to use Customer Content transmitted through the Service to train or fine-tune their models, other than as necessary to generate Output for Customer.

5.2 No cross-customer use. Customer Content associated with one Organization is not used to generate Output for, and does not inform Output delivered to, any other Organization. Indexes, embeddings, memories, world-model representations, and other Derived Artifacts are scoped to the Organization from which the underlying Customer Content originated. This Section does not apply to Public Source Content, which is shared across subscribing organizations by design (Section 4.5).

5.3 Aggregated and Anonymized Data. Zeeq may create and use Aggregated Data and Anonymized Data to operate, analyze, secure, improve, and benchmark the Service and to develop new products and features, and may disclose Aggregated Data and Anonymized Data (for example, in aggregate benchmarking or performance statistics). Zeeq will not attempt to re-identify, and will not permit any third party to attempt to re-identify, Customer, any Authorized User, or any Customer Content from Aggregated Data or Anonymized Data, and will not disclose Aggregated Data or Anonymized Data in a form that identifies Customer.

5.4 Change to this posture. Zeeq will not use Customer Content in a manner inconsistent with this Section 5 unless it amends these Terms in accordance with Section 19.6 and provides at least 30 days' prior notice. Continued use after the effective date of such a change constitutes acceptance; Customer may terminate under Section 16.2 before that date.

6. AI Outputs

6.1 Probabilistic nature. The Service uses large language models and related probabilistic techniques. Output may be inaccurate, incomplete, outdated, insecure, non-functional, or otherwise unsuitable, and identical inputs may produce different Output. Output may resemble output generated for other users from similar inputs.

6.2 Human review required. Customer is solely responsible for reviewing, testing, and validating Output before relying on it, and in particular before merging, deploying, or executing any code informed by Output. The Service is a development aid and is not a substitute for the judgment of a qualified engineer. Zeeq does not review Output before delivery.

6.3 Ownership and responsibility. As between the parties, and to the extent Zeeq holds any right in Output, Zeeq assigns to Customer its rights in Output generated for Customer's Organization, subject to (a) Zeeq's rights in the Service and its underlying technology, and (b) the terms of the applicable model provider. Customer owns and is responsible for all decisions it makes, and all actions it takes, based on Output.

6.4 No warranty. Zeeq makes no representation or warranty regarding Output, including as to accuracy, security, non-infringement, fitness for a particular purpose, or compliance with any coding standard or legal requirement.

7. Third-Party Services; Self-Managed Providers

7.1 Coding Harnesses. The Service is designed to interoperate with third-party Coding Harnesses. Those products are provided by third parties under their own terms and privacy practices. Zeeq does not control them, does not endorse them, and is not responsible for their availability, functionality, security, data handling, or acts or omissions. Customer's use of a Coding Harness is governed by Customer's agreement with its provider.

7.2 GitHub. Use of the Zeeq GitHub App and any repository integration is subject to GitHub's terms and policies in addition to these Terms. Customer is responsible for maintaining the permissions and installations it grants and for ensuring that its use of the Service complies with GitHub's terms.

7.3 Self-Managed Providers. Customer may configure a Self-Managed Provider for its Organization. Where Customer does so: (a) Customer's agreement with that provider governs that provider's processing, retention, and use of Customer Content, including whether that provider trains on it; (b) Customer is responsible for selecting the provider, maintaining valid credentials, complying with the provider's terms and usage limits, and paying the provider; (c) Zeeq transmits Customer Content to that provider as Customer's instruction and is not responsible for the provider's acts or omissions; and (d) Zeeq's commitments in Section 5 apply to Zeeq's own processing and do not extend to the independent practices of a Self-Managed Provider.

7.4 Zeeq default provider. If Customer does not configure a Self-Managed Provider, Zeeq routes requests to a model provider Zeeq selects. Zeeq's commitments in Section 5 apply to that routing.

7.5 Processing not covered by Customer's provider configuration. Certain processing performed by the Service, including generation of vector embeddings for the indexed knowledge base, may be performed using a provider selected by Zeeq regardless of whether Customer has configured a Self-Managed Provider.

7.6 No third-party beneficiary rights. Nothing in these Terms creates rights in favor of any third-party provider.

8. Acceptable Use

Customer will not, and will not permit any Authorized User or third party to:

(a) use the Service in violation of applicable law or in a manner that infringes or misappropriates any third party's intellectual property, privacy, or other rights;

(b) submit Customer Content that Customer lacks the rights to submit, or that Customer is contractually or legally prohibited from disclosing to a service provider;

(c) use the Service in violation of GitHub's terms of service or acceptable use policies, including in connection with any repository Customer is not authorized to access;

(d) conduct any penetration test, vulnerability scan, load test, or other security testing of the Service without Zeeq's prior written authorization; report suspected vulnerabilities to security@zeeq.ai;

(e) attempt to gain unauthorized access to the Service, any other Organization, or any Zeeq system, or attempt to access Customer Content belonging to another customer;

(f) interfere with or disrupt the integrity or performance of the Service, or circumvent any rate limit, usage limit, quota, or access control;

(g) resell, sublicense, or make the hosted Service available to third parties other than Authorized Users, except as permitted by Section 9;

(h) systematically extract, scrape, or copy the Service or its Output for the purpose of building or training a competing product or service, or use the Service to benchmark it against a competing product for public disclosure without Zeeq's prior written consent;

(i) submit to the Service any information subject to heightened regulatory protection, including protected health information, payment card data, government identifiers, or information subject to export control or classification restrictions, unless the parties have agreed in writing to terms addressing it; or

(j) use the Service to develop, deploy, or operate anything unlawful, harmful, or designed to cause harm.

Customer will notify Zeeq promptly at hello@zeeq.ai of any violation of this Section 8 of which it becomes aware. Zeeq may suspend access under Section 16.4 for a violation of this Section.

9. Open-Source Software

9.1 The OSS and the AGPL control. Zeeq makes the OSS publicly available under AGPL-3.0. Nothing in these Terms limits, conditions, or modifies any right granted to any person under AGPL-3.0 with respect to the OSS. To the extent these Terms conflict with AGPL-3.0 as applied to the OSS, AGPL-3.0 controls with respect to the OSS.

9.2 Purely self-hosted deployments. If a person obtains, deploys, and operates the OSS independently, without connecting to any Zeeq-hosted component, these Terms do not apply to that deployment. That person's rights and obligations in the OSS are defined solely by AGPL-3.0. Zeeq provides no support, warranty, or service commitment for self-hosted deployments except under a Separate Agreement.

9.3 Hybrid deployments. If a self-hosted deployment connects to any Zeeq-hosted component — including a Zeeq-hosted MCP endpoint, model routing, knowledge-base service, telemetry service, or the Zeeq GitHub App operated by Zeeq — these Terms apply to the extent of that connection: to the data transmitted to Zeeq-hosted components, the processing Zeeq performs, and the Output Zeeq returns. Sections 4, 5, 6, 7, 8, 11, 13, 14, 15, 16, 18, and 19 apply to that connection. These Terms do not thereby extend to the self-hosted deployment itself, which remains governed by AGPL-3.0.

9.4 Third-party open-source components. The Service and the OSS incorporate third-party open-source components licensed under their own terms. Those terms govern those components, and to the extent they grant Customer rights broader than these Terms, those terms control for those components. Zeeq provides no indemnity for third-party open-source components (see Section 13.2).

9.5 Trademarks not licensed. AGPL-3.0 grants rights in the OSS. It does not grant any right to use the "Zeeq" name, logo, or other Zeeq trademarks or service marks. Except for nominative fair use to identify the OSS accurately, no trademark rights are granted under these Terms or under AGPL-3.0, and forks or modified distributions may not be branded as Zeeq or in a manner likely to cause confusion.

10. Fees

10.1 Current pricing. Zeeq does not currently publish pricing for the Service. Access is presently provided without charge or on terms individually agreed with Customer. No fee is payable unless Customer has agreed to it in a Separate Agreement or expressly accepted it in the Service.

10.2 Future fees. Zeeq may introduce fees for the Service. Any fee applies only prospectively, and only after Zeeq gives Customer at least 30 days' prior notice or Customer expressly accepts the fee. No fee will be charged retroactively for use occurring before its effective date. If Customer does not accept a newly introduced fee, Customer may terminate under Section 16.2 and, subject to Section 16.5, export its Customer Content.

10.3 Taxes. Fees, if any, are exclusive of taxes. Customer is responsible for all taxes other than taxes on Zeeq's net income.

10.4 Third-party costs. Customer is responsible for all charges incurred with a Self-Managed Provider, GitHub, or any other third party in connection with Customer's use of the Service.

11. Confidentiality

11.1 Definition. "Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Content is Customer's Confidential Information. The Service, the Documentation, and non-public technical and roadmap information about the Service are Zeeq's Confidential Information.

11.2 Exclusions. Confidential Information excludes information that (a) is or becomes public without breach by Recipient, (b) Recipient knew without confidentiality obligation before disclosure, (c) Recipient receives from a third party without confidentiality obligation, or (d) Recipient independently develops without use of Confidential Information.

11.3 Obligations. Recipient will (a) use Confidential Information solely to perform under these Terms, (b) not disclose it except to its personnel, contractors, and advisors who need it and are bound by confidentiality obligations no less protective, and (c) protect it with at least reasonable care.

11.4 Compelled disclosure. Recipient may disclose Confidential Information as required by law or legal process, provided it gives Discloser prior notice where legally permitted and reasonable opportunity to seek protective treatment, and discloses only what is required.

11.5 Return or destruction. On termination or Discloser's written request, Recipient will return or destroy Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to this Section for so long as retained.

11.6 Survival. This Section survives for three years after termination, except that Confidential Information constituting a trade secret remains protected for so long as it qualifies as a trade secret under applicable law.

12. Proprietary Rights; Feedback

12.1 Zeeq IP. Zeeq and its licensors own all right, title, and interest in and to the Service and all underlying software, models, algorithms, indexes, infrastructure, and Documentation, including all improvements and derivative works, subject to Section 9 with respect to the OSS. No rights are granted except as expressly stated in these Terms.

12.2 Aggregated and Anonymized Data; Derived Artifacts. Zeeq owns Aggregated Data and Anonymized Data created in accordance with Section 5.3. Ownership of Derived Artifacts is governed by Section 4.6, which controls over Section 12.1 to the extent of any conflict.

12.3 Feedback. If Customer or an Authorized User provides suggestions, comments, feature requests, bug reports, or other feedback regarding the Service, Zeeq may use it without restriction, obligation, attribution, or compensation. Feedback is provided voluntarily and is not Customer's Confidential Information. This Section does not grant Zeeq any right in Customer Content.

12.4 Restrictions. Customer will not reverse engineer, decompile, or disassemble the hosted Service or attempt to derive its source code, except (a) to the extent that restriction is unenforceable under applicable law, or (b) with respect to the OSS, which is governed by AGPL-3.0.

13. Indemnification

13.1 By Zeeq. Zeeq will defend Customer against any third-party claim alleging that the hosted Service, as provided by Zeeq and used in accordance with these Terms, infringes that third party's patent, copyright, trademark, or trade secret rights, and will indemnify Customer for damages and reasonable costs finally awarded against Customer or agreed in settlement by Zeeq for such claim.

13.2 Exclusions. Zeeq has no obligation under Section 13.1 for any claim arising from (a) Customer Content; (b) Output, including Output generated through a Self-Managed Provider; (c) any third-party component, Coding Harness, model provider, or open-source component; (d) the OSS as deployed, modified, or distributed by Customer or any third party; (e) combination of the Service with any product, data, or process not provided by Zeeq, where the claim would not have arisen but for the combination; (f) modification of the Service by anyone other than Zeeq; (g) Customer's use of the Service after Zeeq notifies Customer to discontinue that use; or (h) use of the Service in violation of these Terms or applicable law.

13.3 Mitigation. If the Service is or is likely to become subject to a claim under Section 13.1, Zeeq may, at its option and expense, (a) procure the right for Customer to continue using the Service, (b) modify or replace the affected portion to make it non-infringing while materially preserving functionality, or (c) terminate the affected portion or these Terms on notice and refund any prepaid, unused fees. This Section states Zeeq's entire liability and Customer's exclusive remedy for infringement claims.

13.4 By Customer. Customer will defend Zeeq against any third-party claim arising from (a) Customer Content, including any claim that Customer Content infringes or misappropriates third-party rights or was submitted without necessary rights or consents; (b) Customer's or an Authorized User's use of the Service in violation of these Terms or applicable law; or (c) Customer's use of, or dispute with, a Self-Managed Provider or Coding Harness; and will indemnify Zeeq for damages and reasonable costs finally awarded or agreed in settlement by Customer for such claim.

13.5 Procedure. The indemnified party will (a) promptly notify the indemnifying party of the claim (failure to do so relieves the indemnifying party only to the extent it is prejudiced), (b) give the indemnifying party sole control of the defense and settlement, provided that no settlement imposing a non-monetary obligation or admission of liability on the indemnified party may be entered without its consent (not to be unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense.

13.6 Subject to the cap. The obligations in this Section 13 are subject to the limitations in Section 15, including the cap in Section 15.4. They are not uncapped.

14. Warranties and Disclaimers

14.1 Mutual. Each party represents that it has the authority to enter into these Terms.

14.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, THE DOCUMENTATION, AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. ZEEQ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

14.3 No availability or accuracy warranty. ZEEQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT CUSTOMER CONTENT WILL NOT BE LOST OR CORRUPTED, OR THAT OUTPUT WILL BE ACCURATE, COMPLETE, SECURE, FUNCTIONAL, OR SUITABLE FOR ANY PURPOSE. CUSTOMER IS RESPONSIBLE FOR MAINTAINING ITS OWN BACKUPS OF CUSTOMER CONTENT.

14.4 Jurisdictional limits. Some jurisdictions do not allow the exclusion of certain warranties. To the extent an exclusion is prohibited, it applies to the maximum extent permitted.

15. Limitation of Liability

15.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST OR CORRUPTED DATA OR CODE, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 General cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO ZEEQ UNDER THESE TERMS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

15.3 Excluded claims. The cap in Section 15.2 does not apply to (a) either party's indemnification obligations under Section 13, (b) either party's breach of Section 11 (Confidentiality), (c) a party's gross negligence or willful misconduct, or (d) Customer's obligation to pay fees due.

15.4 Cap on excluded claims. EACH PARTY'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS DESCRIBED IN SECTIONS 15.3(a), (b), AND (c) WILL NOT EXCEED THE GREATER OF (A) THREE TIMES THE TOTAL FEES PAID BY CUSTOMER TO ZEEQ UNDER THESE TERMS IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIFTY THOUSAND U.S. DOLLARS ($50,000). THESE CLAIMS ARE NOT UNCAPPED.

15.5 Basis of the bargain. The limitations in this Section 15 apply notwithstanding the failure of any limited remedy of its essential purpose. Customer acknowledges that these limitations reflect an allocation of risk between the parties, that they are a material inducement to Zeeq to make the Service available on the current terms (including without charge), and that Zeeq would not make the Service available on these terms without them.

15.6 Jurisdictional limits. Nothing in this Section limits liability that cannot be limited under applicable law, including liability for fraud or fraudulent misrepresentation.

16. Term; Termination; Suspension

16.1 Term. These Terms begin when Customer first accepts them or uses the Service and continue until terminated ("Term").

16.2 Termination for convenience. Either party may terminate these Terms for any reason on 30 days' prior written notice. Customer may also terminate at any time by deleting its Organization and ceasing all use of the Service.

16.3 Termination for cause. Either party may terminate these Terms if the other materially breaches and fails to cure within 15 days after written notice describing the breach. Either party may terminate immediately if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within 60 days.

16.4 Suspension. Zeeq may suspend Customer's or an Authorized User's access, in whole or in part, if Zeeq reasonably determines that (a) there is a security risk to the Service or another customer, (b) Customer or an Authorized User has violated Section 8, (c) suspension is required by law or legal process, or (d) Customer's use is causing material harm to the Service or other customers. Zeeq will give notice before suspending where practicable and will restore access promptly once the cause is resolved. Suspension does not extend or alter the Term.

16.5 Effect of termination; export window. On termination, Customer's right to access the Service ends. For 30 days after termination, Zeeq will make Customer Content available for export through the export mechanisms then made available in the Service or, on request to hello@zeeq.ai, in a reasonable machine-readable format. After that 30-day period, Zeeq will delete Customer Content and Derived Artifacts generated from it, including indexes, embeddings, memories, and world-model representations, from its active production systems, other than (a) copies in routine backups, which are deleted in the ordinary course of Zeeq's backup rotation, (b) Aggregated Data and Anonymized Data, and (c) records Zeeq is required by law to retain. Public Source Content is not deleted, but Customer's Organization is unsubscribed from it. Zeeq has no obligation to retain Customer Content after the export window.

16.6 Survival. Sections 1, 4.1, 4.4, 4.5, 4.6, 5.1–5.3 (which survive as continuing commitments with respect to Customer Content processed during the Term), 6, 7, 8 (with respect to acts during the Term), 9, 10.3, 11, 12, 13, 14, 15, 16.5, 16.6, 17, 18, and 19 survive termination.

17. Publicity

Zeeq may identify Customer by name and logo in customer lists on its website and in ordinary-course sales materials. Zeeq will not issue any press release, publish any case study, quote Customer or any Authorized User, or otherwise reference Customer in marketing materials beyond a customer list without Customer's prior written consent. Customer may revoke its consent, including consent to customer-list use, at any time by notice to legal@zeeq.ai, and Zeeq will remove the reference from materials within its control within a reasonable period. Customer will not use Zeeq's name or marks without Zeeq's prior written consent, except as permitted by Section 9.5.

18. Governing Law; Disputes

These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts located in the State of Delaware have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there and waives any objection based on inconvenient forum. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

19. General Provisions

19.1 Order of precedence. If Zeeq and Customer have entered into a Separate Agreement covering the Service, that Separate Agreement controls over these Terms to the extent of any conflict. Otherwise, these Terms are the complete agreement.

19.2 Entire agreement. These Terms, together with any Separate Agreement and the Privacy Policy, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings on that subject. No purchase order, vendor form, or other Customer document has any effect, and any additional or conflicting terms in such a document are rejected.

19.3 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign them without consent to a successor in connection with a merger, reorganization, or sale of all or substantially all of its assets or equity. Any other purported assignment is void. These Terms bind and benefit permitted successors and assigns.

19.4 Notices. Notices to Zeeq must be sent to hello@zeeq.ai. Notices to Customer may be sent to the email address associated with Customer's Organization administrator or delivered in the Service. Notices are effective on delivery, or on the next business day if sent outside business hours.

19.5 Changes to the Service. Zeeq may modify the Service as described in Section 2.2. Zeeq will use reasonable efforts to give advance notice of changes that materially degrade a core function Customer is actively using.

19.6 Changes to these Terms. Zeeq may modify these Terms. For changes that materially and adversely affect Customer's rights — including any change to Section 5 — Zeeq will give at least 30 days' prior notice by email to Customer's administrator or by prominent in-Service notice, and the change takes effect at the end of that period. Continued use after the effective date constitutes acceptance. If Customer does not accept the change, Customer's remedy is to terminate under Section 16.2 before the effective date. Non-material changes take effect on posting with an updated "Last Updated" date. Zeeq will maintain prior versions of these Terms at CONFIRM — FACT-FILL: version-archive URL, e.g. zeeq.ai/legal/terms/archive.

19.7 Force majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, labor disruption, internet or utility failure, third-party provider outage, or government action.

19.8 Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.

19.9 No third-party beneficiaries. These Terms create no rights in any person other than the parties and their permitted successors and assigns.

19.10 Export and sanctions compliance. Each party will comply with applicable export control and economic sanctions laws. Customer represents that it is not located in, organized under the laws of, or ordinarily resident in a jurisdiction subject to comprehensive sanctions, and is not a person with whom transactions are prohibited under applicable sanctions programs.

19.11 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed if modification is not possible, and the remaining provisions remain in effect.

19.12 Waiver. A party's failure or delay in enforcing any provision is not a waiver. A waiver is effective only if in writing and signed by the waiving party.

19.13 Interpretation. Headings are for convenience only. "Including" means "including without limitation." References to a Section are to a Section of these Terms.

19.14 Contact. Questions about these Terms: hello@zeeq.ai.

Zeeq Labs, Inc.
19 Greene Dr,
Princeton Junction, NJ 08550