Zibra AI provides a service that allows you (“You” or “User”) to purchase or obtain a license enabling You to use the Software (as defined below), together with all necessary updates and support services, on the terms provided below (together, the “Service”).

Please carefully read the following Terms of Service (“Terms”), our Privacy Policy, and Refund Policy, which are incorporated in these Terms by reference.

These Terms govern your access to and use of the Software under the applicable Subscription Plan. BY ACCESSING OR USING THE SERVICE, OR BY PURCHASING A SUBSCRIPTION, DOWNLOADING, INSTALLING, OR USING THE SOFTWARE, YOU INDICATE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, PRIVACY POLICY, AND REFUND POLICY. IF YOU DO NOT AGREE, YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE.

YOU ACKNOWLEDGE THAT ALL FEES PAID FOR THE SERVICE ARE NON-REFUNDABLE, EXCEPT AS EXPRESSLY PROVIDED IN THE REFUND POLICY OR AS REQUIRED BY APPLICABLE LAW.

THESE TERMS CONTAIN A BINDING ARBITRATION PROVISION IN SECTION 14. THE ARBITRATION PROVISION REQUIRES THAT DISPUTES BE RESOLVED IN ARBITRATION ON AN INDIVIDUAL BASIS. THESE TERMS ALSO CONTAIN DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, AND A CLASS ACTION WAIVER.

1. Definitions

In these Terms, the following definitions apply:

“Client” shall mean a legal entity or individual entering into a Studio / Enterprise Plan under a Purchase Order.

“Client Content” shall mean any content or material that the Client or User compresses, decompresses, serialises, or renders through the functionalities of the Software, including but not limited to datasets, compressed data files, serialised outputs, PyTorch tensors, digital scenes, images, pictures, and graphical representations.

“Educational License” means a free, limited license granted by Zibra AI for a term of twelve (12) months, available to students aged 18 or older who are actively enrolled in a recognised educational institution, solely for non-commercial educational purposes.

“Headless License” means a license to compress, decompress, and process Client Content without integration into a graphical user interface, enabling automated, backend, or server-side processing solely for internal or production purposes. Available under Studio / Enterprise Plans only.

“Indie Plan” means the subscription plan available to small teams whose aggregate gross revenue and funding has not exceeded USD $1,000,000 in the preceding twelve (12) months, purchased via the Zibra AI website.

“Interactive License” means a license to install, access, and use the Software through its graphical user interface for compressing, decompressing, and rendering of Client Content or User Content. Available under all plans.

“License” means, as applicable, an Interactive License, Headless License, or View-only License, or any combination thereof as specified in the applicable Subscription Plan or Purchase Order.

“License Period” means the Subscription Period or, for Studio / Enterprise Plans, the term specified in the Purchase Order, including any subsequent renewal periods, during which the License is valid.

“Local Licensing Server” means a locally hosted license management server that enables offline or on-premises license validation, available exclusively under Studio / Enterprise Plans as specified in the Purchase Order.

“Personal Plan” means the subscription plan available to individual Users whose aggregate gross revenue and funding has not exceeded USD $100,000 in the preceding twelve (12) months, purchased via the Zibra AI website.

“Purchase Order” means a written or electronic order agreed between the Client and Zibra AI specifying the applicable fees, License Period, seat count, license types, and any other commercial terms for a Studio / Enterprise Plan.

“Software” means ZibraVDB, ZibraGDS, ZibraXYZ, Zibra Effects, or any other software product made available by Zibra AI under these Terms, as selected by You at the time of purchase or registration.

“Studio / Enterprise Plan” means the commercial subscription plan available to teams, companies, and organisations of any size, including those requiring custom integration, bespoke support SLAs, Local Licensing Server, or extended scope. All fees, License Period, seat count, license types, and commercial terms are specified in a Purchase Order.

“Subscription Fee” has the meaning assigned in section 5.2.

“Subscription Period” means the period during which the relevant Subscription Plan is active, as specified at the time of purchase or in the Purchase Order.

“Subscription Plan” means the specific plan selected by the User or Client — Educational, Personal, Indie, or Studio / Enterprise — each with its own eligibility criteria, permitted license types, and terms as set out in section 3.

“Support Services” means technical support services provided via support@zibra.ai during the License Period on a non-priority basis for Personal and Indie Plans, and as specified in the Purchase Order for Studio / Enterprise Plans, including resolution of technical bugs attributable to Zibra AI.

“Updates” has the meaning assigned in section 4.6.

“User Content” means any content or material that You create, generate, compress, serialise, optimise, or otherwise produce using the functionalities of the Software, including but not limited to datasets, compressed data files, serialised outputs, PyTorch tensors, digital scenes, images, pictures, and graphical representations, which are the direct result of using the Software, excluding any content that includes or acts as a carrier for executable code.

“View-only License” means a license to decompress and view Client Content through the Software without the ability to render, export, or use such content for production purposes. Available under Studio / Enterprise Plans only.

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

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2. Modification and Eligibility

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 update the “Last Updated” date at the top of these Terms. Your continued use of the Service constitutes acceptance of any changes. For Studio / Enterprise Plans, amendments require mutual written consent of both Parties.

2.2. Eligibility

Subscription Plans are available only to users who meet the eligibility criteria for the relevant plan as set out in section 3. You represent and warrant that you satisfy the applicable eligibility criteria at the time of purchase or registration. Zibra AI reserves the right to request reasonable evidence of eligibility at any time, and you agree to provide such evidence promptly.

If you do not meet the eligibility criteria, or fail to provide evidence of eligibility, you shall not be entitled to use the Software under that plan and must contact Zibra AI to obtain access under a plan for which you are eligible.

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

If you accept these Terms on behalf of a company or other legal entity, you warrant that you have full legal authority to do so.

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3. Subscription Plans

3.1. Educational License

The Educational License is available free of charge to individual users who are: (i) aged 18 or older; and (ii) actively enrolled in a recognised school, college, or university.

Permitted use: The Educational License permits use of the Software solely for non-commercial educational purposes directly related to the User’s course of study. Any commercial use, including use in paid projects, client work, freelance work, or any revenue-generating activity, is strictly prohibited.

License type: Interactive License only.

Term: The Educational License is valid for twelve (12) consecutive months from the date of activation. To renew, the User must pass eligibility verification confirming continued enrolment. Zibra AI reserves the right to verify eligibility at any time and to revoke the License if the User no longer meets the eligibility criteria.

Zibra AI may suspend or terminate the Educational License immediately and without notice if: (i) the User no longer satisfies the eligibility criteria; (ii) the User uses the Software for any commercial or non-educational purpose; or (iii) the User breaches any provision of these Terms.

3.2. Personal Plan

The Personal Plan is available to individual Users who: (i) do not have an active paid Subscription Plan or valid contract with Zibra AI; and (ii) have generated less than USD $100,000 in aggregate gross revenue and funding in the preceding twelve (12) months.

Permitted use: The Personal Plan is for individual use only. It may not be used, directly or indirectly, to benefit any company, employer, or other entity with which the User is affiliated that has generated more than USD $100,000 in gross revenue or funding in the preceding twelve (12) months.

License type: Interactive License only. Headless, View-only Licenses, and Local Licensing Server are not available under this plan.

Licensing: Delivered via license key. Payment is made via the Zibra AI website.

Threshold obligation: If at any time during your Subscription Period your aggregate gross revenue or funding reaches or exceeds USD $100,000, you are obligated to notify Zibra AI promptly and upgrade to an appropriate plan. Failure to self-report constitutes a material breach of these Terms. Zibra AI reserves the right to audit your eligibility at any time and to require an upgrade if the threshold has been exceeded. Zibra AI may terminate your access to the Personal Plan immediately upon discovery of a threshold breach.

3.3. Indie Plan

The Indie Plan is available to small teams whose aggregate gross revenue and funding has not exceeded USD $1,000,000 in the preceding twelve (12) months.

Permitted use: The Indie Plan permits commercial use of the Software by the team members covered under the plan, for any lawful commercial purpose consistent with these Terms.

License type: Interactive License only. Headless, View-only Licenses, and Local Licensing Server are not available under this plan.

Licensing: Delivered via license key. Payment is made via the Zibra AI website.

Threshold obligation: If at any time during your Subscription Period your aggregate gross revenue or funding reaches or exceeds USD $1,000,000, you are obligated to notify Zibra AI promptly and upgrade to a Studio / Enterprise Plan. Failure to self-report constitutes a material breach of these Terms. Zibra AI reserves the right to audit your eligibility at any time and to require an upgrade if the threshold has been exceeded. Zibra AI may terminate your access to the Indie Plan immediately upon discovery of a threshold breach.

3.4. Studio / Enterprise Plan

The Studio / Enterprise Plan is available to teams, companies, and organisations of any size for any lawful commercial purpose. There is no revenue cap.

License types available: Interactive License, Headless License, View-only License, and Local Licensing Server. The specific license types, seat counts, and any Local Licensing Server configuration are specified in the Purchase Order.

Licensing: Delivered via license key or Local Licensing Server as specified in the Purchase Order. Local Licensing Server enables offline or on-premises license validation and is available exclusively under this plan.

All fees, License Period, seat count, license types, support obligations, payment terms, and any custom terms are specified in a Purchase Order agreed between the Client and Zibra AI. These Terms govern all legal terms not addressed in the Purchase Order. In the event of a conflict between these Terms and a Purchase Order, the Purchase Order shall prevail with respect to the matters it expressly addresses.

The Studio / Enterprise Plan is not available for purchase via the Zibra AI website. To obtain a Studio / Enterprise Plan, contact Zibra AI at support@zibra.ai.

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4. Licenses

4.1. Grant of License

Subject to your compliance with these Terms, payment of the applicable fees, and eligibility for the applicable Subscription Plan, Zibra AI grants You a revocable, non-exclusive, non-transferable, royalty-free, limited, and non-sublicensable license to install, access, and use the Software during the License Period for the permitted license type(s) applicable to your plan as set out in section 3 (“License”). One License allows two (2) simultaneous activations of the Software unless otherwise specified in a Purchase Order. Sublicensing of the License is strictly prohibited.

4.2. Interactive License

The Interactive License permits the User to install, access, and use the Software through its graphical user interface for compressing, decompressing, and rendering of User Content or Client Content. Available under all Subscription Plans.

4.3. Headless License

The Headless License permits the Client to compress, decompress, and process Client Content without integration into a graphical user interface, enabling automated, backend, or server-side processing solely for internal or production purposes. The Headless License does not permit access to or use of any graphical user interface of the Software. Available under Studio / Enterprise Plans only, as specified in the Purchase Order.

4.4. View-only License

The View-only License permits the Client to decompress and view Client Content through the Software for review, quality control, or inspection purposes only. It does not permit rendering, exporting, or use of Client Content for any production purpose. Available under Studio / Enterprise Plans only, as specified in the Purchase Order.

4.5. Local Licensing Server

The Local Licensing Server enables offline or on-premises license validation for Studio / Enterprise clients requiring air-gapped environments, distributed production pipelines, or on-site deployment. Setup, configuration, and support for the Local Licensing Server are specified in the Purchase Order. The Local Licensing Server is not available under Personal, Indie, or Educational plans.

4.6. Prohibited Uses

Unless otherwise specified in these Terms or a Purchase Order, You shall not: (i) modify, adapt, redistribute, decompile, reverse-engineer, disassemble, or otherwise attempt to derive the source code of the Software; (ii) attempt to access, enable, or integrate with any graphical user interface of the Software when operating solely under a Headless License; (iii) sell, allow access to, rent, encumber, give, sublicense, or otherwise transfer to anyone the Software or any portion thereof; (iv) allow third parties to use, modify, or copy the Software or otherwise attempt to extract the source code of the Software; (v) patent the Software or any portion thereof; (vi) use the Software other than for the purposes permitted under your License type and Subscription Plan; (vii) copy or otherwise reproduce the Software; (viii) violate any applicable federal, state, local, or international law or regulation; (ix) use the Software for the purposes of competing with Zibra AI or to develop, train, or improve a competing commercial data compression, serialisation, or volumetric data pipeline product or service, both during the License Period and for a period of three (3) years following its expiration; (x) use the Software in connection with any illegal content, obscene or pornographic materials, spyware, malware, phishing, gambling in prohibited jurisdictions, weapons, or illegal drugs; or (xi) use the Software for any purpose not expressly permitted under your License type and Subscription Plan.

For the avoidance of doubt, use of the Software within a commercial organisation solely for the purpose of internal evaluation and testing does not constitute commercial use under clause (xi) above, provided that no outputs, results, or Derivative Works are used for revenue-generating activities, and provided that the User holds a valid trial license issued by Zibra AI.

Whether or not the factual use of the Software by the Client conforms to the requirements of these Terms shall at any time be determined solely by Zibra AI. For this purpose, Zibra AI shall have the right to request from the Client relevant information, reports, documentation, and other evidence during regular business hours. The Client shall provide the requested information, reports, and documentation no later than five (5) business days following such request.

4.7. Updates and Support Services

Zibra AI may, from time to time in its sole discretion, develop and release Software updates, which may include upgrades, bug fixes, patches, error corrections, and new features (“Updates”). The Client agrees to implement any Updates in a commercially reasonable time to the extent expressly requested by Zibra AI. If the Client does not implement Updates or avoids, suspends, or delays such implementation, Zibra AI will not guarantee the stable operation of the Software and shall not be responsible for any bugs, errors, or limitations caused by such failure.

Updates and Support Services are provided for the duration of the License Period. Upon expiry or cancellation, the User or Client will no longer receive Updates or Support Services. Any Updates and Support Services are provided on an “as is” basis without warranty, as soon as reasonably practicable, and subject to staff availability.

4.8. Ownership and Trade Secrets

Zibra AI retains all rights, title, and interest in and to all intellectual property (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights, and all other intellectual property rights) embodied in or associated with the Software, source code, object code, and technology created or derived therefrom. Without limiting the foregoing, You acknowledge that the compression algorithms, parameter optimisation methods, serialisation formats, Local Licensing Server architecture, and any model weights or learned representations embodied in or derived from the Software constitute proprietary trade secrets of Zibra AI and are protected under applicable trade secret law. The Client understands and acknowledges that the Software (or any part thereof) is or may be patented by Zibra AI, and the Client shall not have any rights to such patents. The License does not provide You with title or ownership to the Software, but only a right of limited use subject to these Terms.

4.9. No Reverse Engineering

Users and Clients have no rights to any source code for the Software. Users and Clients may not reverse engineer, decompile, disassemble, or otherwise modify the Software.

4.10. Term of License

Unless terminated earlier, the License is valid during the applicable License Period. Upon termination or cancellation: (i) for Educational Licenses, access to the Software will cease immediately; (ii) for Personal and Indie Plans, access will cease at the end of the current Subscription Period; (iii) for Studio / Enterprise Plans, consequences of termination are as specified in the Purchase Order. Zibra AI may immediately and fully revoke the License if You fail to comply with these Terms.

4.11. Post-Termination Data

Upon expiration or termination of any License or Subscription Plan, You shall immediately cease all use of the Software. Any compressed, serialised, or otherwise transformed data outputs generated using the Software during the License Period may not be further processed, decompressed, accessed, or commercially exploited without the prior written consent of Zibra AI.

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5. Fees and Payments

5.1. Payment

You agree to pay all fees applicable to your Subscription Plan. For Personal and Indie Plans, payment is made via the Zibra AI website using a valid payment method (Visa, MasterCard, or any other issuer accepted by Zibra AI). For Studio / Enterprise Plans, all payment terms including amounts, schedule, invoicing, wire transfer details, renewal payment obligations, price increase caps, and suspension rights for non-payment are specified in the Purchase Order.

5.2. Subscription Fees

For Personal and Indie Plans: the applicable Subscription Fee is the amount indicated on the relevant payment page at the time of purchase. For Studio / Enterprise Plans: fees are as specified in the Purchase Order. Except as and to the extent a refund is expressly provided for in the Refund Policy, in no event shall Zibra AI be obliged to return to the Client any payments and fees.

5.3. Automatic Renewal

For Personal and Indie Plans: unless You cancel your Subscription Plan before the end of the current Subscription Period, your plan will automatically renew for the same duration and your payment method will be charged the applicable Subscription Fee. Zibra AI will notify you via email at least seven (7) calendar days before the end of your Subscription Period. For Studio / Enterprise Plans: renewal terms, notice periods, and payment obligations upon renewal are specified in the Purchase Order.

5.4. Cancellation

For Personal and Indie Plans: You may cancel your Subscription Plan at any time before its period ends by following the cancellation instructions in your account. You will continue to have access to the Software until the end of the current Subscription Period. For Studio / Enterprise Plans: cancellation and termination terms are specified in the Purchase Order.

5.5. Price Changes

Zibra AI may change the price of Personal and Indie Subscription Plans from time to time. Price changes will be communicated in advance and will not apply to the current Subscription Period. For Studio / Enterprise Plans, price change terms are specified in the Purchase Order.

5.6. Taxes

The fees specified do not include any applicable Sales Tax, VAT, withholding tax, or similar governmental assessments. The Client is responsible for paying all taxes associated with the Services, except for taxes based on Zibra AI’s net income. Should any payment be subject to withholding tax, the Client will reimburse Zibra AI for such withholding tax.

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6. Independent Contractor

Zibra AI is an independent contractor of the Client and, except to the extent specified in these Terms or the applicable Purchase Order, the Client may not control or direct the details and means by which Zibra AI performs its duties. These Terms shall not create any type of partnership, joint venture, or employment relationship. Neither Zibra AI nor the Client shall be deemed an agent of the other. Zibra AI does not have any authority to bind the Client to any agreement or contract. In no event shall employees and subcontractors of Zibra AI be deemed employees of the Client.

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7. Attribution

Zibra AI reserves the right to request attribution in connection with any external public demonstration or public showcasing of scenes, images, graphics, videos, or other outputs developed by You using the Software. Where attribution is requested by Zibra AI, You shall include the following in a visible manner: “Created with Zibra AI”. This clause does not apply to internal testing, evaluation, or validation workflows conducted within Your organisation.

Zibra AI shall be entitled to include the Client’s commercial name, logo, and other distinctive signs on its website, include the Client in its client list, and otherwise disclose that Zibra AI cooperates with the Client. The Client may revoke this right at any time by providing written notice to Zibra AI, whereupon Zibra AI shall remove such references within a reasonable time.

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8. Intellectual Property

8.1. Pre-existing IP

Each Party acknowledges that any and all pre-existing intellectual property rights owned by the other Party before the execution of these Terms, including Client Content and User Content, are proprietary to that Party, and all intellectual property rights related thereto shall exclusively belong to and be owned by that Party. Nothing in these Terms grants either Party title to or ownership of the other Party’s pre-existing intellectual property.

8.2. Third-Party Software

Effective use of the Software may require the use of third-party software and/or other products (“Third-Party Software”). The Client shall be solely responsible for procuring such Third-Party Software and the necessary licenses for its use. Zibra AI makes no representation or warranty concerning Third-Party Software and shall have no obligation or liability with respect to Third-Party Software.

8.3. Trademarks

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

8.4. Feedback

If you provide suggestions or feedback about the Software (“Feedback”), such Feedback is given voluntarily. Unless expressly agreed otherwise in writing, Feedback will not be treated as confidential. You grant Zibra AI a perpetual, irrevocable, non-exclusive, global, royalty-free, transferable, and sublicensable right to use the Feedback for any purpose, including improving the Software and creating other products and services. Zibra AI has no obligation of confidentiality, credit, or payment in respect of Feedback.

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9. Copyrights and Illegal Content

9.1. Client Warranty

Zibra AI assumes no responsibility for the content processed with the Software, including Client Content and User Content. The Client and User warrant and guarantee that they will not use the Software in any way that would violate the copyright of a third party or process content that is, in and of itself, illegal under the laws of the United States or any other country in which the Client or User may use the Software.

9.2. Indemnification

The Client will defend and indemnify Zibra AI, its officers, and directors against any and all claims made by a third party alleging infringement of its rights in any copyrighted work by means of the Client’s application of the Software in violation of section 9.1.

9.3. Prohibited Content

You shall not use the Software in a misleading, illegal, or unfair way, including any practice that contains, promotes, or has links to any illegal content, obscene or pornographic materials (including child pornography and/or abuse), and/or any other illegal, libelous, defamatory, violent, bigoted, or hate-oriented content, spyware, viruses, phishing, malware, online casinos and/or gambling in jurisdictions where such activity is prohibited, weapons and/or ammunition, or illegal drugs.

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10. Disclaimer of Warranties

As of the Effective Date or date of purchase, Zibra AI warrants that it has the full right, power, legal capacity, ability, and authority to license and distribute the Software. Other than this express warranty, the Software, including any Updates, is provided “as is” and Zibra AI makes no warranty of any kind, whether statutory, express, or implied, including without limitation the implied warranties of title, non-infringement, quiet enjoyment, merchantability, and fitness for a particular purpose. Zibra AI does not warrant that the Software will be error-free, operate in an uninterrupted fashion, meet the Client’s requirements, or function properly when used in conjunction with any other software or hardware.

THE SOFTWARE IS NOT CERTIFIED OR INTENDED FOR USE IN SAFETY-CRITICAL SYSTEMS, INCLUDING BUT NOT LIMITED TO AUTONOMOUS VEHICLE CONTROL SYSTEMS, MEDICAL DEVICES, AVIATION SYSTEMS, OR ANY APPLICATION WHERE FAILURE OF THE SOFTWARE COULD RESULT IN PERSONAL INJURY, DEATH, OR SIGNIFICANT PROPERTY DAMAGE, WITHOUT SEPARATE PRIOR WRITTEN AUTHORISATION FROM ZIBRA AI. ANY SUCH USE WITHOUT WRITTEN AUTHORISATION IS STRICTLY AT YOUR OWN RISK.

FOR UK USERS: ZIBRA AI DOES NOT 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.

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11. Limitation of Liability and Indemnification

IN NO EVENT WILL ZIBRA AI BE LIABLE FOR ANY LOST REVENUE, PROFITS, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND HOWEVER CAUSED, AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF THE CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FOR PERSONAL AND INDIE PLANS: IN NO EVENT SHALL ZIBRA AI’S TOTAL AND CUMULATIVE LIABILITY TO THE USER FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS EXCEED THE GREATER OF USD $15.00 OR THE AMOUNTS PAID BY THE USER TO ZIBRA AI IN THE SIX (6) MONTHS PRIOR TO THE DATE OF THE CLAIM.

FOR STUDIO / ENTERPRISE PLANS: IN NO EVENT SHALL ZIBRA AI’S TOTAL AND CUMULATIVE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE APPLICABLE PURCHASE ORDER EXCEED THE TOTAL AMOUNT OF COMPENSATION RECEIVED BY ZIBRA AI FROM THE CLIENT UNDER THE APPLICABLE PURCHASE ORDER.

To the fullest extent permitted by law, You will indemnify and hold harmless Zibra AI and its affiliates, officers, employees, agents, and licensors from and against every claim and related liability, damage, loss, and expense, including reasonable attorneys’ fees, arising out of or connected with: (a) Your unauthorised use or misuse of the Software; (b) Your violation of any portion of these Terms or any applicable law; (c) Your violation of any third-party right, including any intellectual property right; or (d) any dispute between You and any third party.

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12. Term and Termination

12.1. Termination by User or Client

Any User may stop using the Services at any time by contacting support@zibra.ai. For Studio / Enterprise Plans, termination procedures are as specified in the Purchase Order. Termination does not relieve the Client of any obligation to pay outstanding fees.

12.2. Termination by Zibra AI

Zibra AI may terminate the User’s or Client’s right to use the Software if: (a) the User or Client breaches any provision of these Terms; (b) the User or Client fails to make timely payment; (c) Zibra AI is required to do so by law; or (d) Zibra AI elects to discontinue the Services.

For payment defaults under Studio / Enterprise Plans: Zibra AI must notify the Client in writing of such default (a “Default Notice”). Upon receipt of a Default Notice, the Client must correct the default or issue a written notice disputing the alleged default within five (5) business days. If the Client fails to correct the default or the dispute is resolved in Zibra AI’s favour, Zibra AI may suspend the provision of Services or terminate the Agreement. Suspension for non-payment shall not be deemed termination and does not release the Client from its obligation to pay the full fees.

For terminations not for cause: Zibra AI will make reasonable efforts to provide thirty (30) days’ prior written notice.

12.3. Post-Termination Obligations

Upon termination: (i) your access to the Software will cease as specified in section 4.10; (ii) any compressed, serialised, or otherwise transformed data outputs generated using the Software may not be further processed, decompressed, accessed, or commercially exploited without Zibra AI’s prior written consent; (iii) the following provisions shall survive termination and remain in full force: sections 8, 9, 10, 11, and 14, together with any payment obligations accrued prior to termination.

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13. Third-Party Services

Zibra AI uses Stripe, Inc. as its third-party payment processor for Personal and Indie Plan transactions. By purchasing a Subscription Plan, You agree to be bound by Stripe’s privacy policy and terms of service. For Studio / Enterprise Plans, payment processing arrangements are specified in the Purchase Order.

The Service may contain links to third-party websites or applications. Zibra AI is not responsible for any third-party websites, applications, or content. Your use of third-party services is at your own risk.

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14. Dispute Resolution and Arbitration

User and Zibra AI agree that any dispute, claim, or request for relief relating in any way to Your use of the Service will be resolved by binding arbitration rather than in court, except that: (a) either party may assert claims in small claims court if the claims qualify; and (b) either party may seek equitable relief in court for infringement or misuse of intellectual property rights.

Notwithstanding the foregoing, either party may seek emergency injunctive relief or other equitable remedies from a court of competent jurisdiction to prevent irreparable harm, including but not limited to unauthorised use or disclosure of intellectual property, pending the resolution of any arbitration proceeding. The pursuit of such emergency relief shall not be deemed a waiver of the right to arbitrate.

The arbitration will be conducted by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures in San Francisco, California. Judgment on the award may be entered in any court of competent jurisdiction.

ALL DISPUTES MUST BE ARBITRATED ON AN INDIVIDUAL BASIS. CLASS OR COLLECTIVE ACTIONS ARE NOT PERMITTED.

You have the right to opt out of this Arbitration Agreement by sending written notice to support@zibra.ai within thirty (30) days of first becoming subject to these Terms.

14.1. 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. All disputes shall be resolved by arbitration under this Arbitration Agreement.

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15. Export Control

You may not use, export, import, or transfer the Software except as authorised by U.S. law, the laws of the jurisdiction in which You obtained the Software, and any other applicable laws, including the U.S. Export Administration Regulations and the U.S. sanctions laws administered by OFAC. The Software may not be exported to any jurisdiction subject to comprehensive U.S. or EU trade sanctions, including 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. By using the Software, You represent and warrant that You are not, and are not acting on behalf of any person or entity, located, organised, or resident in a sanctioned country or listed on any U.S. restricted party list.

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16. General Provisions

16.1. Governing Law

These Terms and any action related to them will be governed by the laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to any conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2. Exclusive Venue

To the extent litigation is permitted under these Terms, all claims and disputes will be litigated exclusively in the state or federal courts located in the State of Delaware.

16.3. Amendments

For Personal and Indie Plans, Zibra AI reserves the right to change these Terms at any time as set out in section 2.1. For Studio / Enterprise Plans, amendments, changes, or modifications to these Terms or the applicable Purchase Order shall be valid only when made in writing and signed by both Parties.

16.4. Assignment

These Terms and your rights hereunder may not be assigned, subcontracted, delegated, or otherwise transferred by You to a third party without the explicit written consent of Zibra AI.

16.5. Force Majeure

Zibra AI shall not be liable for any delay or failure to perform resulting from any event or circumstance not caused by Zibra AI that prevents Zibra AI from complying with its obligations under these Terms.

16.6. Electronic Communications

For contractual purposes, You consent to receive communications from Zibra AI in electronic form. The Agreement, Purchase Orders, notices, invoices, and other documents referred to in these Terms, when issued and signed in electronic form (including via exchange of signed scanned copies by e-mail, via DocuSign, EverSign, or other reputable e-signature providers), shall be valid and binding.

16.7. Entire Agreement

These Terms, together with the Privacy Policy, Refund Policy, and any applicable Purchase Order and Non-Disclosure Agreement, constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede all prior discussions, agreements, and understandings. In the event of any conflict between these Terms and any other terms of service or policies made available by Zibra AI and accepted by the Client, the terms of these Terms shall prevail.

16.8. Severability

If any portion of these Terms is held invalid or unenforceable, that portion shall be construed to reflect as nearly as possible the original intention of the parties, and the remaining portions shall remain in full force and effect.

16.9. California Consumer Complaints

In accordance with California Civil Code section 1789.3, California consumers 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.

16.10. Contact Information

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

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