By signing up, installing, downloading, or otherwise accessing or using the services, you agree that you have read and understood, and agree to be bound by these terms (“the agreement”). Zo Computer is a service provided by Substrate Labs Inc.
- License. Substrate Labs grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use Zo Computer (alternatively, the “Services”) as a Research Preview User (“RPU”). You agree to use the Services in accordance with our Acceptable Use Policy.
- License for User Content. You grant Substrate Labs a license to access your User Content (which includes any data, text, other works of authorship, source code that you post or transmit to the Services) in order for Substrate Labs to provide the Services to you. You retain all ownership of and responsibility for your User Content, including obtaining all necessary permissions to provide and make your User Content accessible to the Services. As between the Parties, You retain all right, title, and interest in and to User Content, including any Outputs adopted by You. Notwithstanding the foregoing, Substrate Labs may retain and store User Content for the sole purpose of providing the Services to You.
- Ownership of the Services. The Services are owned and operated by Substrate Labs. As between the parties, Substrate Labs owns all right, title, and interest in the Services, and You own all right, title, and interest in your User Content. Except as expressly set forth herein, each party retains all right, title, and interest in and to its intellectual property rights. All of Substrate Lab’s trademarks, service marks, and trade names are proprietary to Substrate Labs or its affiliates.
- Feedback. You may submit comments or ideas about the Services, such as how to improve it (“Feedback”). By submitting a comment or idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and Substrate Labs is free to use the comment or idea without any additional compensation to you.
- Usage Data. Substrate Labs may collect performance, analytical, or usage data (together, “Usage Data”) derived from your use of the Services to develop, improve, support, and operate our products. Usage Data does not include any User Content. Usage Data is subject to the confidentiality protections under these Terms, provided however that Substrate Labs may anonymize and aggregate it with other data to be shared publicly
- Term and Payment. The Term of this Agreement begins on the date that you begin using the Services and terminates as of the last day you use the Services; you will be required to purchase credits in advance. If you incur any charges during your use of the Services that have not been prepaid, you must pay those fees immediately.
- Warranties. THE SERVICES MADE AVAILABLE PURSUANT TO THESE TERMS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SUBSTRATE LABS DISCLAIMS, ON BEHALF OF ITSELF AND ITS LICENSORS, ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. FURTHER, SUBSTRATE LABS DOES NOT WARRANT THAT THE SERVICES OR CODE DATA OR ANY PART THEREOF (OR YOUR ACCESS THERETO) WILL BE UNINTERRUPTED OR ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR THAT DEFECTS WILL BE CORRECTED.
- Limitation of Liability. EACH PARTY WILL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES ONLY. THE FOLLOWING TYPES OF DAMAGES WILL BE EXCLUDED: INDIRECT DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, PUNITIVE DAMAGES, LOST PROFITS, LOST REPUTATION, AND COST OF REPLACEMENT SERVICES. EXCEPT FOR EXCLUDED CATEGORIES, GROSS NEGLIGENCE AND WILLFUL MISCONDUCT, OR WHERE PROHIBITED BY LAW. NEITHER PARTY’S TOTAL LIABILITY TO THE OTHER (AGGREGATED ACROSS ALL CLAIMS ARISING IN CONNECTION WITH THIS ZO COMPUTER LICENSE) WILL EXCEED $100.
- Governing Law and Jurisdiction. The Agreement will be interpreted according to the laws of the state of New York. The parties submit to the personal jurisdiction of the federal and state courts located in Kings County, New York.
- Arbitration. In the event of a dispute, you agree to first contact Substrate Labs at support@zo.computer and attempt to resolve the dispute informally.
- Waiver. A party’s failure to exercise or enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of the Agreement will be effective only if in writing and signed by the waiving party.
- Severability. If any provision of the Agreement is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Agreement to the minimum extent necessary and will not affect the validity and enforceability of any remaining provision.
- Assignment. The Agreement and any rights and licenses granted hereunder, may not be transferred or assigned by either party without written consent, except in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
- Survival. Upon termination of the Agreement, any provision which, by its nature or express terms should survive, shall survive such termination or expiration.
- Headings. The heading references herein are for convenience only, do not constitute a part of the Agreement, and will not be deemed to limit or affect any of the provisions hereof.
- Entire Agreement. This, including the agreements incorporated by reference, constitutes the entire agreement between the Parties relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Substrate Labs as set forth in the Agreement.
- Claims. To the extent permissible under applicable law, the Parties agree that any cause of action you may have arising out of or related to the Services must commence within eighteen (18) months after the cause of action accrues. Otherwise, such cause of action is permanently barred.
- Disclosures. The Services are offered by Substrate Labs, Inc., located at 199 Cook St Ste 102, Brooklyn, NY 11206, and can be reached via email at support@zo.computer.