Terms of Service

1. Eligibility and Authority

You must be at least eighteen (18) years old and legally capable of entering into a binding agreement to use the Services. The Services are not directed to children. If you use the Services for an organization, you represent that you are authorized to accept these Terms for that organization.

2. Accounts and Access

You must provide accurate account and contact information and keep it current. Customer is responsible for managing its authorized users and for all activity under its accounts, credentials, API keys, and connected repositories. You may not share access with anyone who is not authorized by Customer.

Keep credentials and API keys confidential and use reasonable safeguards to prevent unauthorized access. Notify Zero Cool promptly at support@zerocool.ai if you suspect unauthorized access, credential compromise, or misuse of an account. Zero Cool may require password resets, key rotation, or other reasonable security measures.

3. Services and Orders

Zero Cool provides AI-assisted security review services, which may include continuous or incremental code review, focused codebase scans, one-off scans, findings, reports, portal access, and APIs. Features, interfaces, models, report formats, and finding presentation may evolve as the Services develop.

An Order sets out the purchased package or scan, scope, fees, credits, usage terms, subscription period, renewal terms, support, and other commercial details. A subscription does not renew automatically unless the applicable Order expressly says that it does. Zero Cool may use affiliates and service providers to perform portions of the Services, subject to these Terms and any applicable Order.

Beta features. Zero Cool may make features identified as beta, preview, early access, experimental, or similar available from time to time. Those features may be changed, suspended, or discontinued at any time, may be less reliable than generally available features, and are provided as is. Unless an Order expressly states otherwise, beta features are excluded from any support, availability, or performance commitment.

4. Fees, Credits, and One-Off Scans

Paid Services are purchased through an Order. Customer will pay the fees, taxes, and charges stated in the applicable Order or invoice. Payment to the recipient identified in a valid invoice issued by or on behalf of Zero Cool fully discharges the corresponding payment obligation. Customer should independently verify any new or changed payment instructions using billing@zerocool.ai or another previously established contact channel before sending funds. Fees are non-refundable except as expressly stated in an Order or in this Section.

Credits are issued or purchased only under an Order or invoice accepted by Zero Cool. Credits are not transferable and have no cash value except to the extent an Order expressly provides for a refund. Credit pricing, consumption, rollover, and expiration are governed by the applicable Order and the methodology shown to Customer before a scan is initiated.

If a failure of the Services prevents Zero Cool from completing a paid one-off scan and delivering a final report, Customer may choose either a re-run at no additional charge or a refund of the fee paid for that scan. This remedy does not apply if the failure was caused by Customer Materials, Customer systems, unavailable third-party systems outside Zero Cool’s reasonable control, or Customer’s violation of these Terms. A final report that identifies no confirmed findings is still a completed scan. The re-run or refund is Customer’s sole remedy for an incomplete one-off scan.

5. Authorized Use, Acceptable Use, and Fair Use

Customer may submit and review only source code, repositories, and other materials that Customer owns or is authorized to provide to Zero Cool for security review. Customer may use the Services only for lawful, authorized security and engineering purposes.

You may not:

• scan, test, access, or analyze code or systems without authorization;
• use findings or outputs to exploit, damage, disrupt, or gain unauthorized access to any code, system, network, account, or data;
• resell, sublicense, rent, or use the Services as a service bureau for third parties unless an Order expressly permits it;
• reverse engineer the Services, extract or reconstruct non-public prompts, models, workflows, methods, or product internals, or circumvent access controls, credits, usage controls, or technical restrictions, except to the limited extent applicable law prohibits this restriction;
• probe or test the security of the Services without Zero Cool’s prior written authorization;
• share accounts, credentials, or API keys outside Customer’s authorized users;
• interfere with the Services, transmit malware, impose an unreasonable load, or use automation in a manner that is abusive or materially different from the intended workflow; or
• submit unlawful, infringing, deceptive, or malicious material, or personal information that is not reasonably necessary for the requested review.

Use is also subject to any credits, capacity terms, and fair-use provisions in the applicable Order. A plan described as having “no hard cap” permits ordinary on-demand use without a fixed usage ceiling; it does not permit unbounded, abusive, or technically disruptive use, or use that imposes an unreasonable operational burden. If usage materially exceeds the expected workflow, Zero Cool may contact Customer to understand the usage, require reasonable workflow changes, or propose a revised Order. Zero Cool may throttle or suspend activity when reasonably necessary to protect the Services, other customers, or system security, subject to any more specific process in the applicable Order.

Trade compliance. Customer will comply with applicable export control, sanctions, and trade laws. Customer may not access, use, export, reexport, transfer, or make the Services available in violation of those laws, to or for a prohibited or restricted person, territory, or end use. Customer represents that it is not a person or entity with whom Zero Cool is prohibited from doing business under applicable law.

6. Customer Materials and Data Handling

Customer Materials.“Customer Materials” means source code, repositories, files, instructions, data, context, and other material that Customer submits, connects, or makes available through the Services. Customer retains all right, title, and interest in Customer Materials. Customer grants Zero Cool and its providers a limited, non-exclusive, worldwide license to host, access, copy, transmit, process, analyze, and display Customer Materials as needed to provide, secure, support, and maintain the Services.

Service improvement. Zero Cool may use Customer Materials and resulting outputs to provide, secure, support, and improve the Services for Customer. Zero Cool may use feedback, usage data, and aggregated or de-identified findings, outputs, and derived signals to evaluate, develop, and improve the Services generally, provided they do not include Customer source code, identify Customer, or reveal Customer confidential information. Zero Cool will not use Customer source code to train or fine-tune models for use across customers unless Customer affirmatively opts in through an Order, account setting, or other written authorization. Zero Cool may retain model improvements and generalized learnings that do not contain Customer source code or reveal Customer confidential information.

Data processed. To operate the Services, Zero Cool may process account and contact information, source-control identity, repository metadata, source code during a scan, limited code excerpts included in reports, findings and reports, usage and API logs, billing information, and support or other communications.

Source-code retention. Source code may be processed during a scan, but Zero Cool does not retain a complete source-code repository or standalone source-code copy after the scan is complete. Reports may retain limited code excerpts needed to explain a finding. Zero Cool may retain findings, reports, repository metadata, usage and API logs, billing records, and communications as needed to provide, secure, support, and administer the Services.

Providers and integrations.Zero Cool may use third-party infrastructure, model, hosting, source-control, communications, billing, and other providers to operate the Services. Those providers may process Customer information only as needed for the Services and are subject to confidentiality and data-handling commitments appropriate to their role. Zero Cool will not authorize a provider to use Customer source code to train or fine-tune models for the provider’s own purposes unless Customer has expressly opted in to that use. Zero Cool remains responsible for providers’ acts and omissions in connection with the Services. Third-party integrations, including source-control services, may also be governed by the third party’s terms.

Security incidents. Zero Cool will notify Customer without undue delay of a confirmed security incident affecting Customer Materials or other Customer information protected under Section 7 and will take reasonable steps to investigate and mitigate the incident.

7. Confidentiality

Each party will protect the other party’s non-public information using at least reasonable care and will use it only in connection with the Services and the parties’ relationship. Customer Confidential Information includes Customer Materials, repository information, vulnerability findings, reports, scan outputs, and security-sensitive context. Zero Cool Confidential Information includes non-public methods, workflows, prompts, model behavior, product internals, scan logic, pricing, and tool behavior.

A receiving party may disclose Confidential Information to its personnel, affiliates, providers, and professional advisers who need it for the relationship and are subject to confidentiality obligations, or when disclosure is required by law. If legally permitted, the receiving party will provide reasonable advance notice of a required disclosure and limit the disclosure to what is required.

Confidentiality obligations do not apply to information that becomes public through no fault of the receiving party, was already known without restriction, is independently developed without use of the other party’s Confidential Information, or is rightfully received from another source without restriction. Uses expressly authorized by Section 6 or an Order do not violate this Section.

8. Findings, Reports, Intellectual Property, and Feedback

Customer owns the Customer-specific findings and report content delivered to Customer, subject to Zero Cool’s ownership of the Zero Cool Materials described below. Customer may use, copy, share, and publish its findings and reports for security, engineering, governance, remediation, and disclosure purposes. Customer may not use a report to disclose Zero Cool Confidential Information or falsely imply that Zero Cool has endorsed statements beyond the report itself.

Zero Cool retains all right, title, and interest in the Services and all related software, models, prompts, skills, custom skills, knowledge bases, workflows, methods, templates, taxonomies, tooling, configurations, and improvements (collectively, “Zero Cool Materials”). Zero Cool Materials embedded in a report remain Zero Cool’s property, and Zero Cool grants Customer a perpetual, worldwide, royalty-free license to use those embedded materials as part of the report. Unless an Order states otherwise, custom skills, configurations, or workflows created in connection with Customer’s use are Zero Cool Materials and are made available to Customer only as part of the Services.

If Customer provides suggestions, corrections, ideas, or other feedback, Customer grants Zero Cool a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate that feedback without restriction or compensation, provided Zero Cool does not publicly identify Customer as the source without permission.

9. Publicity

The existence of the relationship between Zero Cool and an organizational Customer is not confidential. Unless an Order states otherwise, Customer grants Zero Cool permission to identify Customer as a current or former customer, as applicable, and to use Customer’s name and logo in customer lists and general marketing materials, subject to any brand guidelines Customer provides. Customer represents that it has authority to grant this permission. Press releases, case studies, and promotional materials describing the relationship in greater detail require Customer’s prior written approval, not to be unreasonably withheld or delayed.

10. Suspension and Termination

Zero Cool may suspend, restrict, or terminate access immediately when reasonably necessary to address unauthorized use, a security risk, harm to the Services or another person, suspected fraud, a legal requirement, or non-payment. When reasonably practicable, Zero Cool will notify Customer and provide an opportunity to address the issue. Zero Cool may terminate an account for an uncured material breach or for repeated or serious violations of these Terms.

Termination of a paid subscription or Order, and any resulting refund, credit forfeiture, data access, or post-termination access, are governed by the applicable Order. Customer may stop using the Services at any time, but stopping use does not cancel payment obligations under an Order. Accrued payment obligations, the restrictions in Section 5, and Sections 6 through 9, 11 through 13, 16, and 17 survive suspension, expiration, and termination.

11. Disclaimers

The Services are designed to assist with vulnerability discovery and security review. They do not guarantee that every vulnerability, exploit path, bug, or security issue will be identified. Findings and reports may contain false positives, false negatives, incomplete information, or other errors.

The Services, scans, findings, and reports are provided “as is” and “as available.” To the maximum extent permitted by law, Zero Cool disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, error-free operation, and results.

Customer remains responsible for reviewing findings, determining whether findings are valid, prioritizing remediation, making code changes, deciding when and how to deploy code, maintaining backups, and managing its own production and security posture. Zero Cool outputs support, and do not replace, Customer’s engineering, security, and governance judgment.

Independent review.The Services are not a substitute for any independent manual audit, certification, or other security review that Customer is required to obtain by law, contract, governance process, insurer, or Customer’s own policies.

12. Customer Indemnity

Customer will defend, indemnify, and hold harmless Zero Cool, its affiliates, and their officers, directors, employees, contractors, and agents from and against any third-party claim, action, or proceeding, and any resulting damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees, arising from or relating to: (a) Customer Materials or Customer’s submission or use of them infringing, misappropriating, or otherwise violating a third party’s rights; (b) Customer’s lack of authorization to submit, connect, scan, test, or analyze code, repositories, systems, or other materials; or (c) Customer’s use of the Services, findings, reports, or outputs in violation of Section 5 or applicable law, including to attack or gain unauthorized access to a third-party system.

Zero Cool will give Customer prompt notice of a covered claim, permit Customer to control the defense and settlement, and provide reasonable cooperation at Customer’s expense. Customer may not settle a claim in a manner that admits fault or liability by Zero Cool without Zero Cool’s prior written consent, which may be withheld in Zero Cool’s sole discretion. Customer may not agree to any settlement that imposes non-monetary obligations on Zero Cool without Zero Cool’s prior written consent, which will not be unreasonably withheld or delayed.

13. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, loss of data, or loss of business opportunity, regardless of the theory of liability. This exclusion does not prevent recovery of amounts payable to a third party under Section 12.

To the maximum extent permitted by law, Zero Cool’s total aggregate liability arising out of or related to these Terms, an Order, or the Services will not exceed the fees paid or payable by Customer under the applicable Order during the three (3) months preceding the event giving rise to the claim. If no fees were paid or payable under an applicable Order, Zero Cool’s total aggregate liability will not exceed one hundred dollars ($100).

For a breach of Section 7 (Confidentiality), each party’s total aggregate liability will not exceed the greater of one hundred dollars ($100) or the total fees paid or payable under the applicable Order. The aggregate liability caps do not apply to Customer’s obligations under Section 12, Customer’s breach of the prohibitions in Section 5, Customer’s infringement or misappropriation of Zero Cool Materials, a party’s fraud or willful misconduct, or Customer’s obligation to pay fees due. Except for amounts payable to a third party under Section 12, the exclusion of damages in the first paragraph of this Section applies to all claims.

14. Copyright Complaints

If you believe material accessible through the Services infringes a copyright, send a written notice to legal@zerocool.ai. The notice should identify the copyrighted work, the allegedly infringing material and where it appears, your contact information, and the basis for your claim, and should include a physical or electronic signature and statements that you have a good-faith belief the use is not authorized and that the information in the notice is accurate. Zero Cool may remove or disable access to material and may suspend or terminate accounts associated with repeated or serious infringement.

15. Changes to These Terms

Zero Cool may update these Terms from time to time. For a material change, Zero Cool will provide at least thirty (30) days notice by email, through the Services, or by another reasonable method before the change takes effect. Changes needed to comply with law, address a security issue, or prevent abuse may take effect sooner with notice. Non-material changes may take effect when posted.

An update to these Terms does not amend a signed Order unless the Order permits the change or the parties agree in writing. Continued use of the Services after an updated version takes effect constitutes acceptance of the updated Terms. If Customer does not agree to an update, Customer must stop using the Services, subject to any continuing obligations under an Order.

16. Governing Law and Disputes

These Terms and the Services are governed by the laws of the State of Nevada, without regard to conflict-of-law rules. The state and federal courts located in Nevada have exclusive jurisdiction over any dispute arising out of or relating to these Terms, an Order, or the Services, and each party consents to personal jurisdiction and venue in those courts.

Before initiating formal proceedings, the parties will first attempt in good faith to resolve the dispute through discussions between authorized representatives for thirty (30) days after written notice of the dispute. This requirement does not prevent either party from seeking temporary or injunctive relief or taking action necessary to preserve a claim before an applicable limitations period expires.

17. General Terms and Contact Information

These Terms and all applicable Orders are the entire agreement between Customer and Zero Cool regarding the Services. Purchase orders, portal terms supplied by Customer, and similar forms do not modify these Terms or an Order. If any provision is unenforceable, the remainder remains in effect. A failure to enforce a provision is not a waiver.

Neither party may assign these Terms or an Order without the other party’s consent, except to an affiliate or in connection with a merger, acquisition, reorganization, or sale of substantially all assets, with notice and the assignee’s written assumption of the assigning party’s obligations. Neither party is liable for delay or failure caused by events beyond its reasonable control, except that such events do not excuse amounts already due.

Zero Cool may provide notices to Customer through the Services or at the email address associated with Customer’s account. Legal notices to Zero Cool must be sent to legal@zerocool.ai. Billing questions may be sent to billing@zerocool.ai. Support requests and security reports may be sent to support@zerocool.ai. Electronic records and communications satisfy any requirement that a notice or agreement be in writing.