End User License Agreement

1. Definitions

1.1 "Software" means the ZeroShare Gateway software, including all components, updates, upgrades, patches, modifications, documentation, configuration files, container images, Helm charts, and related materials provided by ZeroShare, Inc., whether delivered via AWS Marketplace, direct download, Docker image registry, Helm repository, or any other distribution channel.

1.2 "Licensee" or "You" means the individual or entity that has obtained a license to use the Software, whether through purchase, subscription, trial, or free-tier registration.

1.3 "ZeroShare" or "We" means ZeroShare, Inc., a corporation organized under the laws of the State of Rhode Island, United States.

1.4 "Authorized Users" means employees, contractors, or agents of Licensee who are authorized to use the Software under this Agreement, up to the number permitted by the applicable Subscription Tier.

1.5 "Instance" means a single deployment of the Software, whether on a physical server, virtual machine, container, or Kubernetes cluster.

1.6 "Subscription Term" means the period during which Licensee is licensed to use the Software, as specified at the time of purchase or registration, including any renewal periods.

1.7 "License Key" means the unique cryptographic key or token issued by ZeroShare that activates and validates the Software for a specific Subscription Tier and deployment.

1.8 "Customer Data" means any data that is input into, processed by, or generated through Licensee's use of the Software, including but not limited to prompts, queries, AI model responses, audit logs, and configuration data.

1.9 "Distribution Channel" means the method by which the Software was obtained, including but not limited to AWS Marketplace, direct purchase via Stripe, Docker Hub, Helm repository, or other authorized distribution method.

1.10 "Air-Gap Deployment" means an installation of the Software in an environment that does not have outbound internet connectivity and utilizes an offline license mechanism.

1.11 "Desktop Agent" means the ZeroShare Desktop Agent companion software that operates as a local proxy on end-user workstations.

1.12 "Extension" means the ZeroShare VS Code Extension companion software that integrates with compatible code editors.

2. License Grant

2.1 License

Subject to the terms of this Agreement and payment of all applicable fees (or registration for the Free Tier), ZeroShare grants Licensee a non-exclusive, non-transferable, non-sublicensable, revocable, limited license to:

1. Install and use the Software on Licensee's infrastructure, whether on-premise, in a private cloud, or in a public cloud environment;
2. Allow Authorized Users up to the number permitted by the applicable Subscription Tier to access and use the Software;
3. Make copies of the Software solely for backup and disaster recovery purposes;
4. Install and use the Desktop Agent and Extension on Authorized Users' workstations in connection with the Software;
5. For Air-Gap Deployments only, operate the Software using an offline license key subject to the terms of Section 4.

2.2 License Restrictions

Licensee shall NOT:

1. Sublicense, sell, rent, lease, lend, or distribute the Software or any portion thereof to any third party;
2. Modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Software, except to the extent that such restriction is expressly prohibited by applicable law;
3. Remove, alter, obscure, or tamper with any proprietary notices, labels, marks, or license key mechanisms in or on the Software;
4. Use the Software to provide managed services, hosted services, or software-as-a-service offerings to third parties (service bureau use) without ZeroShare's express prior written consent;
5. Exceed the number of Authorized Users or Instances specified in the applicable Subscription Tier;
6. Use the Software in violation of any applicable laws or regulations, including export control laws;
7. Attempt to circumvent, disable, or interfere with any license verification, usage limitation, or security mechanisms in the Software;
8. Share, publish, or disclose License Keys to any unauthorized party;
9. Use License Keys obtained for one Subscription Tier to operate the Software at a higher tier;
10. Transfer the Software or License Key to a different legal entity without ZeroShare's prior written consent;
11. Use the Software to develop a competing product or service.

2.3 Subscription Tiers and Usage Limits

The license is limited to the Subscription Tier obtained through the applicable Distribution Channel:

Air-Gap Add-on: $2,500/year (available for Team, Business, and Enterprise tiers).

2.4 Companion Software

The Desktop Agent and Extension are licensed under the same terms as the Software. They are components of the ZeroShare platform and may not be used independently of a valid Software license.

2.5 Free Tier Limitations

The Free Tier is provided at ZeroShare's discretion and may be modified, suspended, or discontinued at any time with thirty (30) days' notice. Free Tier users receive community support only and are not entitled to service level commitments.

2.6 Proprietary Software

The Software is proprietary commercial software. It is not open source. No license under any open-source license (including MIT, GPL, Apache, or any other OSI-approved license) is granted by this Agreement or by the distribution of the Software.

3. Subscription, Fees, and Billing

3.1 Subscription Fees

Licensee agrees to pay all fees associated with the applicable Subscription Tier. Fees are determined at the time of purchase and are subject to change upon renewal with at least thirty (30) days' prior notice.

3.2 Distribution Channel Billing

(a) AWS Marketplace. If the Software was obtained through AWS Marketplace, billing is handled by Amazon Web Services, Inc. pursuant to its terms. ZeroShare is not responsible for AWS billing disputes; however, Licensee remains bound by all non-billing terms of this Agreement.

(b) Direct Purchase (Stripe). If the Software was obtained through direct purchase, billing is processed by Stripe, Inc. on behalf of ZeroShare. Licensee authorizes ZeroShare to charge the payment method on file for all applicable fees, including recurring subscription fees.

(c) Enterprise Agreements. Enterprise customers may be billed pursuant to a separate written agreement, purchase order, or statement of work.

3.3 Free Trial

1. ZeroShare may offer a fourteen (14) day free trial for paid Subscription Tiers. During the trial, Licensee has access to all features of the applicable tier.
2. For trials obtained through direct purchase, a valid credit card or payment method is required at the time of trial registration.
3. Unless Licensee cancels before the end of the trial period, the subscription will automatically convert to a paid subscription, and the payment method on file will be charged at the applicable rate.
4. Each organization is entitled to one (1) free trial. Abuse of the trial system (including creating multiple accounts to obtain additional trials) constitutes a material breach of this Agreement.

3.4 Auto-Renewal

All paid subscriptions automatically renew for successive periods of the same duration (monthly or annual) unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

3.5 Cancellation

1. Monthly subscriptions may be cancelled at any time. Cancellation takes effect at the end of the current billing period. No prorated refunds will be issued for partial months.
2. Annual subscriptions may be cancelled at any time. The cancellation takes effect at the end of the current annual billing period. No prorated refunds will be issued for the remainder of the annual term, except as required by applicable law.
3. To cancel, Licensee must use the cancellation mechanism provided in the applicable Distribution Channel (AWS Marketplace console, ZeroShare billing portal, or written notice to legal@deployzeroshare.com).

3.6 Refund Policy

1. ZeroShare does not generally offer refunds for subscription fees already paid.
2. If the Software materially fails to perform as documented and ZeroShare is unable to remedy the deficiency within thirty (30) days of written notice, Licensee may terminate the subscription and receive a prorated refund of prepaid fees for the unused portion of the then-current Subscription Term.
3. Refund requests must be submitted in writing to legal@deployzeroshare.com within thirty (30) days of the event giving rise to the refund request.

3.7 Taxes

All fees are exclusive of taxes. Licensee is responsible for all applicable sales, use, value-added, withholding, and other taxes, except for taxes based on ZeroShare's net income. If ZeroShare is required to collect taxes, such taxes will be added to the invoice.

3.8 Late Payment

Past-due amounts shall bear interest at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by law. ZeroShare reserves the right to suspend the license after sixty (60) days of non-payment, following fifteen (15) days' written notice.

4. License Keys and Verification

4.1 License Key Issuance

Upon purchase or registration, ZeroShare will issue a License Key corresponding to the applicable Subscription Tier. The License Key is required to activate and operate the Software beyond the Free Tier.

4.2 License Verification (Phone-Home)

1. The Software periodically communicates with ZeroShare's license verification servers to confirm the validity of the License Key and Subscription Tier. This verification occurs approximately once every three (3) days during normal operation.
2. During license verification, the following data is transmitted: License Key identifier (hashed), Subscription Tier, number of active users, number of active instances, Software version, and a timestamp. No Customer Data, prompts, AI responses, audit log contents, or personally identifiable information of Authorized Users is transmitted during license verification.
3. Licensee acknowledges and consents to this periodic license verification as a condition of using the Software.

4.3 Grace Period

1. If the Software is unable to reach ZeroShare's license verification servers (due to network interruption, server maintenance, or other temporary conditions), the Software will continue to operate at the current Subscription Tier for a grace period of thirty (30) days from the last successful verification.
2. After the thirty (30) day grace period expires without successful verification, the Software will automatically downgrade to the Free Tier feature set and user limits. The Software will not lock out Authorized Users or cease functioning entirely. This "gentle degradation" ensures continuity of basic service.
3. Upon successful license re-verification, the Software will automatically restore the full capabilities of the applicable Subscription Tier.

4.4 Air-Gap Licenses

1. For deployments that cannot connect to the internet, ZeroShare offers offline License Keys as part of the Air-Gap Add-on.
2. Air-Gap License Keys are time-limited and must be renewed annually. Renewal requires generating a machine fingerprint from the deployment and providing it to ZeroShare for re-issuance.
3. Air-Gap License Keys are bound to specific deployments and are non-transferable.

4.5 License Key Security

Licensee is responsible for maintaining the confidentiality and security of its License Keys. Licensee must notify ZeroShare immediately upon discovery of any unauthorized use or disclosure of a License Key. ZeroShare reserves the right to revoke and reissue License Keys if unauthorized use is suspected.

4.6 Usage Metering

The Software may collect aggregated, anonymized usage metrics (such as total request counts, feature utilization rates, and error rates) to assist with capacity planning and product improvement. Licensee may disable optional telemetry in the Software configuration. License verification (Section 4.2) cannot be disabled for online deployments.

5. Intellectual Property

5.1 Ownership

ZeroShare retains all right, title, and interest in and to the Software, including all patent, copyright, trademark, trade secret, and other intellectual property rights. This Agreement does not transfer any ownership rights to Licensee. The Software is protected by United States copyright laws and international treaty provisions.

5.2 No Implied Rights

Except for the limited license expressly granted in Section 2, no other rights or licenses are granted by implication, estoppel, or otherwise.

5.3 Feedback

If Licensee provides suggestions, ideas, enhancement requests, or other feedback regarding the Software ("Feedback"), ZeroShare may freely use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback without restriction, obligation, or compensation to Licensee.

5.4 Third-Party Components

The Software may include third-party open-source components. Such components are subject to their respective licenses, which are identified in the THIRD_PARTY_NOTICES file included with the Software. Nothing in this Agreement restricts or limits any rights that Licensee may have under the license of any third-party open-source component.

5.5 Customer Data Ownership

Licensee retains all right, title, and interest in and to Customer Data. ZeroShare does not acquire any rights in Customer Data except the limited right to process it as necessary to provide the Software's functionality on Licensee's infrastructure.

6. Data and Privacy

6.1 On-Premise Processing

The Software is designed to process data within Licensee's infrastructure. Customer Data (including prompts, AI responses, and PII/secrets scanning results) is processed locally and is not transmitted to ZeroShare servers.

6.2 Audit Logs

All audit logs generated by the Software remain on Licensee's infrastructure. ZeroShare does not have access to audit log contents.

6.3 License Verification Data

The limited data transmitted during license verification (as described in Section 4.2) is used solely for license validation and aggregate product analytics. This data is retained for no more than ninety (90) days and is not sold to or shared with third parties, except as required by law.

6.4 Privacy Policy

ZeroShare's collection and use of personal information in connection with the Software and its website is described in ZeroShare's Privacy Policy. The Privacy Policy is incorporated into this Agreement by reference.

6.5 Data Processing Agreement

For Licensee organizations subject to GDPR, CCPA, or other data protection regulations, ZeroShare will enter into a Data Processing Agreement ("DPA") upon request. Contact legal@deployzeroshare.com to obtain a DPA.

6.6 HIPAA

For Licensee organizations subject to HIPAA, ZeroShare will enter into a Business Associate Agreement ("BAA") upon request. Contact legal@deployzeroshare.com to obtain a BAA.

7. Support and Maintenance

7.1 Support

ZeroShare provides support according to the Subscription Tier:

7.2 Updates

During the Subscription Term, Licensee will receive:

1. Bug fixes and security patches;
2. Minor version updates;
3. Documentation updates.

7.3 Upgrades

Major version upgrades may be provided at ZeroShare's discretion and may require additional fees or a new License Key.

7.4 End of Life

ZeroShare will provide at least six (6) months' notice before discontinuing support for any major version of the Software.

8. Warranties and Disclaimers

8.1 Limited Warranty

ZeroShare warrants that:

1. During the Subscription Term, the Software will perform substantially in accordance with its published documentation;
2. ZeroShare has the right and authority to grant the license in this Agreement;
3. To ZeroShare's knowledge, the Software does not contain any malicious code intentionally inserted by ZeroShare.

8.2 Warranty Remedy

If the Software fails to conform to the warranty in Section 8.1(a), ZeroShare will, at its sole option: (a) repair or replace the non-conforming portion of the Software, or (b) terminate the license and refund the fees paid by Licensee for the then-current Subscription Term. This remedy is Licensee's sole and exclusive remedy for breach of warranty.

8.3 Disclaimer

8.4 No Security Guarantee

8.5 Compliance Disclaimer

9. Limitation of Liability

9.1 Exclusion of Damages

9.2 Cap on Liability

9.3 Exceptions

The limitations in this Section 9 do not apply to:

1. ZeroShare's IP indemnification obligations under Section 10;
2. Licensee's breach of the license restrictions in Section 2.2;
3. Either party's breach of confidentiality obligations;
4. Liability that cannot be limited or excluded under applicable law.

9.4 Basis of the Bargain

10. Indemnification

10.1 By ZeroShare (IP Indemnification)

ZeroShare will defend, indemnify, and hold harmless Licensee from and against any third-party claim alleging that the Software, as provided by ZeroShare and used in accordance with this Agreement, infringes any United States patent, copyright, or trademark, provided that Licensee:

1. Promptly notifies ZeroShare of the claim in writing;
2. Gives ZeroShare sole control of the defense and any related settlement negotiations;
3. Provides reasonable cooperation and assistance at ZeroShare's expense.

10.2 Exclusions

ZeroShare has no obligation under Section 10.1 if the alleged infringement results from:

1. Modification of the Software by anyone other than ZeroShare;
2. Combination of the Software with non-ZeroShare products, services, or data;
3. Use of the Software not in accordance with this Agreement or the documentation;
4. Use of a version of the Software other than the most current version, if the infringement would have been avoided by using the current version;
5. Licensee's continuation of the allegedly infringing activity after being notified of the claim.

10.3 Remedies

If the Software becomes, or in ZeroShare's reasonable opinion is likely to become, subject to an infringement claim, ZeroShare may, at its sole option and expense:

1. Obtain the right for Licensee to continue using the Software;
2. Modify the Software to be non-infringing without materially reducing its functionality;
3. Replace the Software with a functionally equivalent non-infringing alternative; or
4. If none of (a)-(c) is commercially practicable, terminate the license and refund any prepaid fees for the unused portion of the then-current Subscription Term.

10.4 By Licensee

Licensee will defend, indemnify, and hold harmless ZeroShare from and against any third-party claim arising from: (a) Licensee's use of the Software in violation of this Agreement; (b) Licensee's Customer Data; or (c) Licensee's violation of applicable law.

11. Term and Termination

11.1 Term

This Agreement commences upon Licensee's acceptance (including by installation, use, or electronic acceptance) and continues for the Subscription Term, unless terminated earlier as provided herein.

11.2 Renewal

Subscriptions automatically renew as described in Section 3.4.

11.3 Termination for Breach

Either party may terminate this Agreement if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach.

11.4 Termination for Convenience

Licensee may terminate this Agreement at any time by cancelling the subscription through the applicable Distribution Channel as described in Section 3.5. Termination takes effect at the end of the current billing period.

11.5 Termination by ZeroShare

ZeroShare may terminate this Agreement immediately upon written notice if Licensee:

1. Fails to pay fees when due for more than sixty (60) days;
2. Breaches the license restrictions in Section 2.2;
3. Becomes subject to bankruptcy, receivership, liquidation, or similar proceedings;
4. Engages in activity that causes material harm to ZeroShare or other licensees.

11.6 Effect of Termination

Upon termination or expiration:

1. All licenses granted herein terminate immediately;
2. Licensee must cease all use of the Software and companion software (Desktop Agent, Extension);
3. Licensee must destroy or delete all copies of the Software and License Keys in its possession;
4. Upon request, each party will certify in writing that it has complied with this Section;
5. Licensee's Customer Data remains on Licensee's infrastructure and is not affected by termination;
6. ZeroShare will delete any Licensee account data within thirty (30) days, except as required by law or legitimate business purposes (e.g., billing records).

11.7 Survival

The following Sections survive termination or expiration: 1 (Definitions), 2.2 (License Restrictions, as to prohibited activities), 5 (Intellectual Property), 6 (Data and Privacy, as applicable), 8.3-8.5 (Disclaimers), 9 (Limitation of Liability), 10 (Indemnification), 11.6-11.7 (Effect of Termination, Survival), and 12 (General Provisions).

12. General Provisions

12.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.2 Dispute Resolution -- Binding Arbitration

1. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect.
2. The arbitration shall be conducted by a single arbitrator in Providence, Rhode Island, United States.
3. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
4. Each party shall bear its own costs and attorneys' fees in connection with the arbitration, except that the prevailing party shall be entitled to recover its reasonable attorneys' fees and arbitration costs from the non-prevailing party.
5. CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS. LICENSEE AGREES NOT TO BRING OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION IN CONNECTION WITH THIS AGREEMENT.
6. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

12.3 Assignment

Licensee may not assign or transfer this Agreement or any rights hereunder, by operation of law or otherwise, without ZeroShare's prior written consent. Any attempted assignment without such consent shall be void. ZeroShare may assign this Agreement to any successor to substantially all of its business or assets relating to the Software. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties' successors and permitted assigns.

12.4 Entire Agreement

This Agreement, together with any applicable order form, purchase order, or enterprise agreement, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter. In the event of a conflict between this Agreement and an order form or enterprise agreement, the order form or enterprise agreement shall control, but only with respect to the specific terms that conflict.

12.5 Amendments

ZeroShare may update this Agreement from time to time. Material changes will be communicated to Licensee by email or through the Software at least thirty (30) days before taking effect. Continued use of the Software after the effective date of a material change constitutes acceptance of the updated Agreement. If Licensee does not agree to the updated terms, Licensee's sole remedy is to terminate the subscription before the changes take effect.

12.6 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalidity of that provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. The parties agree to negotiate in good faith a valid, enforceable substitute provision that most nearly achieves the intent of the original provision.

12.7 Waiver

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce that provision or any other provision in the future.

12.8 Notices

All legal notices under this Agreement must be in writing and sent to: (a) for ZeroShare, to the address in Section 13 or to legal@deployzeroshare.com; (b) for Licensee, to the email address or mailing address on file with ZeroShare. Notices are deemed delivered upon receipt if delivered personally, one (1) business day after sending by nationally recognized overnight courier, three (3) business days after sending by first-class mail, or upon sending by email (with confirmation of delivery).

12.9 Export Compliance

The Software may be subject to United States export control laws and regulations. Licensee agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") and sanctions programs administered by the Office of Foreign Assets Control ("OFAC"). Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services.

12.10 U.S. Government Users

The Software is "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. 2.101 and 48 C.F.R. 12.212. If the Software is acquired by or on behalf of a U.S. government agency, the government acquires only those rights with respect to the Software as are granted under this Agreement.

12.11 Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) to the extent that such delay or failure is caused by events beyond the party's reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet or telecommunications failures.

12.12 Independent Contractors

The parties are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship between the parties.

12.13 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted assigns, and nothing herein shall be construed to create any third-party beneficiary rights.

13. Contact Information

For questions about this Agreement: