License Agreement

1. Grant of License

Subject to your compliance with this License Agreement ("Agreement") and our Terms of Service, Zidra AI, Inc. ("Zidra," "we," "us," or "our") grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Zidra software platform (the "Software") solely for your internal business purposes.

This license is granted on a per-tenant basis. Each licensed organization may authorize individual users within that organization to access the Software in accordance with the terms of this Agreement.

2. Scope of License

Under this Agreement, you may:

• Access and use the Software through authorized user accounts
• Connect your own third-party applications and data sources to the Software
• Use AI-generated output produced by the Software for your internal operations
• Configure and customize the Software to fit your company's workflows, within the features we make available

3. Restrictions

You may not, and you may not permit any third party to:

• Copy, modify, adapt, translate, or create derivative works of the Software
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, or algorithms of the Software
• Rent, lease, loan, resell, sublicense, distribute, or otherwise transfer the Software to any third party
• Remove, obscure, or alter any proprietary notices, labels, or marks on the Software
• Use the Software to build a competing product or service
• Use the Software to train or improve any machine learning model owned by you or a third party
• Circumvent or attempt to circumvent any usage limits, security measures, or access controls
• Use the Software in any manner that violates applicable law, infringes any third-party right, or exceeds the scope of the license granted in this Agreement

4. Ownership

The Software is licensed, not sold. Zidra retains all right, title, and interest in and to the Software, including all intellectual property rights. All rights not expressly granted in this Agreement are reserved by Zidra.

You retain ownership of any data you upload, submit, or transmit through the Software ("Customer Data"). You grant Zidra a limited license to host, process, and transmit Customer Data solely as necessary to provide the Software to you.

5. Authorized Users

You are responsible for all activity that occurs under your account and the accounts of your authorized users. You must ensure that each authorized user complies with this Agreement. You may not share account credentials, and each user must have their own login.

You are responsible for maintaining the confidentiality of all account credentials and for notifying us promptly of any unauthorized access or use.

6. Third-Party Integrations

The Software interoperates with third-party services (including but not limited to QuickBooks, Procore, Google Calendar, and Sage). Your use of those services is governed by the terms and policies of the applicable third-party provider. Zidra does not control, and is not responsible for, any third-party service.

By connecting a third-party service to the Software, you authorize Zidra to access, retrieve, and where applicable write data on your behalf, strictly within the scope of the permissions you grant.

7. AI-Generated Output

The Software uses artificial intelligence and large language models to produce responses, summaries, and automated actions. AI output may contain errors, omissions, or inaccuracies. You are solely responsible for reviewing any AI-generated output before relying on it or taking action based on it.

Zidra is not a substitute for professional financial, legal, accounting, or construction advice. Decisions based on AI output are your own responsibility.

8. Feedback

If you provide Zidra with any feedback, suggestions, or ideas regarding the Software, you grant Zidra a perpetual, irrevocable, royalty-free, worldwide license to use, modify, and incorporate such feedback into the Software without any obligation or compensation to you.

9. Updates and Modifications

Zidra may update, modify, enhance, or discontinue features of the Software at any time. We will use commercially reasonable efforts to notify you of material changes that adversely affect core functionality. Continued use of the Software after an update constitutes acceptance of the updated Software.

10. Term and Termination

This Agreement begins on the date you first access the Software and continues until terminated. Either party may terminate this Agreement at any time by providing notice to the other party.

Zidra may suspend or terminate your license immediately, without notice, if you breach this Agreement or if required by law. Upon termination, your right to use the Software ends and you must cease all use. Provisions that by their nature should survive termination (including ownership, restrictions, disclaimers, and limitations of liability) will survive.

11. Warranty Disclaimer

THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ZIDRA DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Zidra does not warrant that the Software will be uninterrupted, error-free, or free of harmful components, or that any defects will be corrected. You assume all risk associated with your use of the Software.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIDRA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE.

Zidra's total aggregate liability arising out of or relating to this Agreement shall not exceed the greater of (a) the fees paid by you to Zidra in the twelve months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100).

13. Indemnification

You agree to indemnify, defend, and hold harmless Zidra and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or relating to your use of the Software, your Customer Data, your breach of this Agreement, or your violation of any applicable law or third-party right.

14. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the U.S. Export Administration Regulations. You represent that you are not located in, under the control of, or a national or resident of any country or on any restricted party list that would prohibit your use of the Software under applicable law.

15. Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved exclusively in the state or federal courts located in King County, Washington, and the parties consent to personal jurisdiction in those courts.

16. Entire Agreement

This Agreement, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between you and Zidra regarding the Software and supersedes all prior or contemporaneous understandings. If any provision of this Agreement is held unenforceable, the remaining provisions will remain in full force and effect.

17. Changes to This Agreement

Zidra may modify this Agreement at any time. We will post the updated Agreement on our website and update the "Last updated" date above. For material changes, we will use reasonable efforts to provide advance notice. Your continued use of the Software after changes take effect constitutes your acceptance of the revised Agreement.

18. Contact

If you have questions about this Agreement, please contact us at: