Main Services Agreement

UrenaTech LLC, DBA “ZPL.ai”
Last updated: August 9, 2025

THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF ZPL.AI SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. IF CUSTOMER REGISTERS FOR A FREE TRIAL OF ZPL.AI SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES. BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

It is effective between Customer and ZPL.AI as of the date of Customer’s accepting this Agreement (the “Effective Date”).

1. Definitions

  • “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

  • “Agreement” means this Main Services Agreement.

  • “Beta Services” means ZPL.ai services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

  • “Content” means information obtained by ZPL.ai from publicly available sources or its third-party content providers and made available to Customer through the Services.

  • “Customer” means in the case of an individual accepting this Agreement on their own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or legal entity for which such individual is accepting this Agreement, and its Affiliates.

  • “Customer Data” means electronic data and information submitted by or for Customer to the Services, excluding Content and Non-ZPL.ai Applications.

  • “Documentation” means the applicable Service’s Trust and Compliance documentation, usage guides, and policies, as updated from time to time.

  • “Free Services” means Services that ZPL.ai makes available to Customer free of charge, excluding free trials.

  • “Malicious Code” means code or software intended to do harm, such as viruses, worms, or Trojan horses.

  • “Non-ZPL.ai Application” means third-party software or services that interoperate with the Services but are not provided by ZPL.ai.

  • “Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and ZPL.ai or any of their Affiliates.

  • “Purchased Services” means Services that Customer purchases under an Order Form, as distinguished from Free Services.

  • “Services” means the products and services ordered by Customer under an Order Form or provided free of charge, as described in the Documentation.

  • “ZPL.ai” means UrenaTech LLC, a Connecticut limited liability company, doing business as “ZPL.ai.”

  • “User” means an individual authorized by Customer to use a Service.

2. ZPL.ai Responsibilities

2.1 Provision of Purchased Services – ZPL.ai will provide Services and Content in accordance with this Agreement and the applicable Order Forms.
2.2 Protection of Customer Data – ZPL.ai will maintain appropriate safeguards as described in the Documentation.
2.3 ZPL.ai Personnel – ZPL.ai will ensure its personnel comply with this Agreement.
2.4 Beta Services – May be provided at no charge, subject to separate beta terms.
2.5 Free Trial – Trials are provided “as-is” without warranties.
2.6 Free Services – Provided “as-is” without warranties.

3. Use of Services and Content

(Usage limits, restrictions, and customer responsibilities remain as in the original agreement.)

4. Non-ZPL.ai Products and Services

(ZPL.ai is not responsible for Non-ZPL.ai Applications.)

5. Fees and Payment

(Customer pays all fees as specified in Order Forms; payment terms and taxes remain as in the original agreement.)

6. Proprietary Rights and Licenses

(ZPL.ai retains all rights, Customer grants limited licenses for operation of the Services.)

7. Confidentiality

(Both parties must protect Confidential Information.)

8. Representations, Warranties, and Disclaimers

(ZPL.ai warrants it will not materially decrease security or functionality during a subscription term; all other warranties disclaimed.)

9. Mutual Indemnification

(Each party will defend the other against specified third-party claims.)

10. Limitation of Liability

(Aggregate liability limited to amounts paid in the preceding 12 months.)

11. Term and Termination

(Agreement continues until all subscriptions expire or are terminated.)

12. General Provisions

12.1 Export Compliance – Both parties comply with export laws.
12.2 Anti-Corruption – No improper payments or gifts.
12.3 Entire Agreement – Supersedes prior agreements.
12.4 Relationship – Independent contractors.
12.5 Third-Party Beneficiaries – None.
12.6 Waiver – No waiver by delay.
12.7 Severability – Invalid provisions are severed.
12.8 Assignment – Allowed under specific conditions.
12.9 ZPL.ai Contracting Entity, Notices, Governing Law, and Venue –
This Agreement is governed by the laws of the State of Connecticut, excluding its conflicts of laws rules.
The courts of the State of Connecticut located in New Haven County, or the federal courts of the District of Connecticut, have exclusive jurisdiction.

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