Terms & Conditions

ZHERO Subscription Agreement (End User License Agreement)

Version: 1.5. Effective Date: 1 April 2026. Last Updated: 17 March 2026.

This Subscription Agreement (this “Agreement”), including all annexes, schedules, and documents incorporated by reference, is a binding legal contract between ZHERO S.r.l., an Italian Limited Liability Company (Società a responsabilità limitata), with registered office at Via Friuli 8/B, 20135 Milano, Italy, VAT No. IT14030820964, registered with the Companies’ Registry of Milano under No. MI-2758003 (“ZHERO”, “we”, “us”, or “our”), and the entity or individual accepting this Agreement (“Customer”, “you”, or “your”).

This Agreement uses a two-level acceptance model. Account creation (Level 1) is governed by the Account Terms in Section 3.2 and the Privacy Policy. Activation of the Service on a specific Zscaler Tenant (Level 2) triggers acceptance of this Agreement in full or of the Acceptable Use Policy, depending on the individual’s Service Access Role, as described in Section 3.3.

By clicking “I Accept,” checking the acceptance box, or by installing, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by this Agreement (or, where applicable, the Account Terms and AUP only). If you do not agree, do not use the Service.

1. Definitions#

In this Agreement, the following terms have the meanings set forth below:

“Acceptable Use Policy” or “AUP” means the acceptable use policy applicable to the Service, as published on the ZHERO website or provided with the applicable Order Form, and incorporated herein by reference.

“Account” means the individual user profile created on the ZHERO platform through the registration process described in Section 3.1, independent of any Tenant Activation.

“Account Administrator” or “Admin” means, with respect to a specific Tenant, the first individual from the Tenant Owner’s organization who activates the Service on that Tenant through the process described in Section 3.4, and who accepts this Agreement on behalf of the Tenant Owner. The Account Administrator manages the Tenant Owner’s Authorized Users and settings for that Tenant.

“Account Terms” means the terms governing the creation and basic use of an Account, as set forth in Section 3.2. The Account Terms apply independently of any Tenant Activation or Subscription.

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where “control” means ownership of more than fifty percent (50%) of the voting securities or equivalent ownership interest.

“Applicable Data Protection Laws” means all laws and regulations applicable to the processing of Personal Data under this Agreement, including but not limited to the General Data Protection Regulation (EU) 2016/679 (“GDPR”), the Italian Legislative Decree 196/2003 (as amended), the California Consumer Privacy Act as amended by the California Privacy Rights Act (“CCPA/CPRA”), and any other applicable data protection or privacy legislation.

“Authorized User” means any individual who is authorized by Customer to use the Service on a specific Tenant, including employees, contractors, and agents of Customer or its Affiliates, up to the number specified in the applicable Order Form. For the avoidance of doubt, MSP Users and Partner Users accessing the Tenant are not Authorized Users of the Tenant Owner unless expressly designated as such.

“Beta Features” means any features, functionality, or services that are designated as “alpha,” “beta,” “preview,” “early access,” “experimental,” or similar designation.

“Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally, in writing, or by any other means, that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered confidential. Confidential Information includes, without limitation: (a) for ZHERO: the Service, its source code, algorithms, architecture, fee structures, development plans, and business plans; (b) for Customer: Customer Data, Zscaler configurations, security policies, network architecture, and business information. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was already known to the Receiving Party prior to disclosure; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is rightfully received from a third party without restriction on disclosure.

“Customer Data” means any data, information, content, and materials that Customer or its Authorized Users upload, submit, store, or transmit through the Service, including configuration data, analytics data, and any Personal Data processed on behalf of Customer.

“Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by ZHERO relating to the Service, as updated from time to time.

“DPA” means the Data Processing Agreement attached hereto as Annex B, or as separately executed by the parties, which governs ZHERO’s processing of Personal Data on behalf of Customer.

“Extension” means the ZHERO Chromium browser extension that integrates with Zscaler’s administrative interface.

“External Access” means access to the Service on a Tenant by individuals who are not employees, contractors, or agents of the Tenant Owner, including MSP Users and Partner Users.

“Free Services” means any Service or functionality made available by ZHERO at no charge, including free plans, trial periods, and Beta Features.

“Intellectual Property Rights” means all patents, copyrights, moral rights, trademarks, trade secrets, and any other intellectual or industrial property rights, whether registered or unregistered.

“Managed Service Provider” or “MSP” means a third-party service provider that manages, operates, or provides consulting services on a Zscaler environment on behalf of the Tenant Owner. An MSP accessing the Service on a Tenant is a distinct entity from the Tenant Owner and enters into its own relationship with ZHERO under Section 3.6.

“MSP Administrator” means the individual designated by the MSP who first activates the Service on a specific Tenant on behalf of the MSP, and who accepts the MSP Terms (Section 3.6) on behalf of the MSP entity.

“MSP User” means any individual employed by or contracted to the MSP who is authorized by the MSP Administrator to access the Service on a Tenant.

“Order Form” means a mutually executed ordering document, purchase order, or online order specifying the Service plan, Subscription Term, number of Authorized Users, fees, and other commercial terms. Each Order Form is incorporated into and governed by this Agreement.

“Partner” means a Zscaler employee, authorized reseller, or technology partner who accesses the Service on Zscaler environments of third parties in the course of their professional duties.

“Partner User” means any individual acting in the capacity of a Partner who accesses the Service on a Tenant.

“Personal Data” has the meaning given in the GDPR (Article 4(1)).

“Reseller” means an authorized third-party reseller, distributor, or partner through which Customer purchases or accesses the Service.

“Service” means ZHERO’s Configuration Intelligence Platform for Zscaler environments, including the Extension, the web application, backend analytics, dashboard, APIs, and all related services and functionality, as more fully described in Section 2 and in the applicable Documentation.

“Service Access Role” means the role assigned to an individual upon Tenant Activation, which determines the scope of acceptance required and the obligations applicable to that individual. The Service Access Roles are: Internal Administrator, Internal User, MSP Administrator, MSP User, and Partner User, as described in Section 3.3.

“Service Level Agreement” or “SLA” means the service level commitments set forth in Annex A or as otherwise agreed in writing.

“Subscription Term” means the period during which Customer is authorized to use the Service, as specified in the applicable Order Form or, if no Order Form exists, the period beginning on the date Customer first accesses the Service.

“Tenant” means a specific Zscaler ZIA or ZPA environment, identified by a unique Zscaler tenant identifier, on which the Service operates.

“Tenant Activation” means the process by which an Account holder first accesses a specific Tenant through the Extension, triggering the role-specific acceptance requirements described in Sections 3.3 through 3.7.

“Tenant Owner” means the entity that owns or operates a Zscaler Tenant and holds the corresponding Zscaler license.

“Zscaler” means Zscaler, Inc. and its cloud security platform, including ZIA (Zscaler Internet Access) and ZPA (Zscaler Private Access).

2. Scope of Service#

2.1 Service Description#

The Service is a Configuration Intelligence Platform designed to enhance and optimize the administration of Zscaler ZIA and ZPA environments. The Service provides:

(a) analytics and insights on Zscaler configurations; (b) configuration assessment and optimization recommendations; (c) compliance and best-practice benchmarking; and (d) such other features as described in the Documentation or the applicable Order Form.

2.2 Service Components#

The Service consists of:

(a) the Extension (Chromium browser extension); (b) backend analytics and data processing; (c) web-based dashboard and reporting; and (d) related APIs and integrations.

2.3 Service Limitations#

The Service is an administrative and analytical tool. It does not replace Zscaler’s native functionality and does not directly modify Customer’s Zscaler configurations without explicit action by an Authorized User. The Service may suggest changes to Customer’s Zscaler configurations, but it is Customer’s sole responsibility to review, evaluate, and approve any such changes before implementing them. ZHERO does not guarantee that any suggested changes will improve Customer’s security posture or will not have unintended consequences.

2.4 Dependency on Zscaler#

The Service integrates with and depends on Zscaler’s platform and APIs. ZHERO is not affiliated with, endorsed by, or sponsored by Zscaler. The Service is an independent tool. ZHERO is not responsible for any changes to Zscaler’s platform, APIs, or terms of service that may affect the availability or functionality of the Service. Customer is solely responsible for maintaining a valid Zscaler license and complying with Zscaler’s terms of service as a prerequisite for using the Service.

2.5 Modifications to the Service#

ZHERO may update, improve, or modify the Service from time to time. ZHERO will use commercially reasonable efforts to:

(a) provide at least thirty (30) days’ prior notice before removing or materially reducing any core functionality of the Service that Customer is actively using; and (b) maintain backward compatibility where reasonably practicable.

Notwithstanding the foregoing, ZHERO may make changes without prior notice if required by law, to address security issues, or to maintain the stability of the Service.

3. Account, Activation, and Access#

The Service uses a two-level acceptance model. Level 1 (Account Registration) establishes a lightweight relationship between the individual and ZHERO. Level 2 (Tenant Activation) establishes the contractual relationship for the Service on a specific Zscaler Tenant, with obligations that vary by Service Access Role.

3.1 Account Registration (Level 1)#

To use the Service, each individual must first create an Account. The Account holder agrees to provide accurate, current, and complete information during registration and to update such information to keep it accurate, current, and complete. Account creation is governed by the Account Terms (Section 3.2) and requires acceptance of the Privacy Policy.

3.2 Account Terms#

The creation and use of an Account is governed by the following terms, which apply independently of any Tenant Activation or Subscription:

(a) Account Purpose. An Account enables the individual to access the ZHERO platform, manage profile settings, and initiate Tenant Activations. An Account does not, by itself, create a subscription relationship or impose any payment obligations.

(b) Privacy. The processing of Personal Data associated with the Account is governed by the Privacy Policy (available at https://zhero.ai/privacy/). By creating an Account, the individual acknowledges and agrees to the Privacy Policy.

(c) Account Conduct. The Account holder shall: (i) provide accurate and current registration information; (ii) maintain the confidentiality of account credentials; (iii) not share account credentials with any other person; and (iv) notify ZHERO immediately of any unauthorized access to the Account.

(d) No Subscription Obligation. Creation of an Account does not create a subscription relationship with ZHERO. The full terms of this Agreement (including fees, SLA, and DPA) apply only upon Tenant Activation under Section 3.3.

(e) Account Termination. Either the Account holder or ZHERO may terminate the Account at any time. ZHERO may terminate an Account that has been inactive for more than twelve (12) months upon thirty (30) days’ notice. Upon termination, ZHERO will delete the Account holder’s Personal Data in accordance with the Privacy Policy.

3.3 Tenant Activation (Level 2)#

When an Account holder first accesses a specific Zscaler Tenant through the Extension, a Tenant Activation occurs. Tenant Activation triggers role-specific acceptance requirements as described in Sections 3.4 through 3.7. The acceptance is specific to the combination of the Account holder and the Tenant; an Account holder who accesses multiple Tenants must complete a separate Tenant Activation for each.

Upon Tenant Activation, ZHERO will determine the appropriate Service Access Role based on the Account holder’s relationship to the Tenant, as declared by the Account holder. The following Service Access Roles are defined:

(a) Internal Administrator: the first individual from the Tenant Owner’s organization who activates the Service on that Tenant (Section 3.4); (b) Internal User: subsequent individuals from the Tenant Owner’s organization (Section 3.5); (c) MSP Administrator: the first individual from an MSP’s organization who activates the Service on a Tenant managed by the MSP on behalf of the Tenant Owner (Section 3.6); (d) MSP User: subsequent individuals from the MSP’s organization (Section 3.6); (e) Partner User: a Zscaler employee, reseller, or authorized partner (Section 3.7).

3.4 Internal Administrator#

The Internal Administrator is the first individual from the Tenant Owner’s organization who activates the Service on a specific Tenant. The Internal Administrator must:

(a) accept this Agreement in its entirety, including the specific approval of clauses listed in Section 17 (Art. 1341/1342 of the Italian Civil Code); (b) represent and warrant that they have the legal authority to bind the Tenant Owner to this Agreement, that they have obtained all necessary internal approvals and authorizations, and that they agree to this Agreement both on their own behalf and on behalf of the Tenant Owner; and (c) accept the AUP (Annex C).

In such cases, “Customer” refers to the Tenant Owner. If the individual does not have such authority, or does not agree with this Agreement, they must not accept and may not activate the Service on the Tenant.

The Internal Administrator is responsible for:

(i) managing the Tenant Owner’s Authorized Users and settings on the Tenant; (ii) ensuring that all Authorized Users comply with this Agreement and the AUP; (iii) maintaining the confidentiality of account credentials; and (iv) notifying ZHERO immediately of any unauthorized use or security breach.

The Tenant Owner is responsible for all activities occurring on the Tenant under its subscription, whether or not authorized by the Tenant Owner.

3.5 Internal User#

An Internal User is a subsequent individual from the Tenant Owner’s organization (or its Affiliates) who accesses the Service on a Tenant where an Internal Administrator has already accepted this Agreement. The Internal User must:

(a) accept the Acceptable Use Policy (Annex C).

The Internal User is not required to accept the full Agreement or the specific clauses under Section 17, as these have been accepted by the Internal Administrator on behalf of the Tenant Owner. The Internal User is bound by the AUP and must comply with the terms of this Agreement as an Authorized User.

3.6 Managed Service Provider Access#

3.6.1 MSP Administrator. An MSP Administrator is the first individual from an MSP’s organization who activates the Service on a Tenant that the MSP manages on behalf of a Tenant Owner. The MSP Administrator must:

(a) accept this Agreement in its entirety, including the specific approval of clauses listed in Section 17 (Art. 1341/1342 of the Italian Civil Code); (b) represent and warrant that they have the legal authority to bind the MSP entity (not the Tenant Owner) to this Agreement; (c) accept the AUP (Annex C); and (d) accept the additional MSP Terms set forth in Section 3.6.3.

In such cases, “Customer” refers to the MSP entity, not the Tenant Owner.

3.6.2 MSP User. An MSP User is a subsequent individual from the MSP’s organization who accesses the Service on a Tenant where an MSP Administrator has already accepted this Agreement. The MSP User must:

(a) accept the Acceptable Use Policy (Annex C).

3.6.3 MSP Terms. The following additional terms apply when the Customer is an MSP accessing the Service on a Tenant on behalf of a Tenant Owner:

(a) Third-Party Tenant. The MSP acknowledges and agrees that the Tenant is owned and operated by the Tenant Owner, which is a separate legal entity from the MSP. The MSP does not represent or warrant that it has authority to bind the Tenant Owner.

(b) MSP Obligation to Ensure Tenant Owner Coverage. The MSP shall use commercially reasonable efforts to ensure that the Tenant Owner has independently entered into its own agreement with ZHERO (whether through a direct subscription or through the MSP as Reseller) before the MSP accesses the Tenant through the Service. If the Tenant Owner does not have a direct agreement with ZHERO, the MSP assumes responsibility for the Tenant Owner’s obligations under this Agreement to the extent of the MSP’s access and use of the Service on the Tenant.

(c) Scope of MSP Liability. The MSP’s liability under this Agreement is limited to the MSP’s own acts and omissions and those of its MSP Users. The MSP is not liable for the Tenant Owner’s configurations, data, or use of the Zscaler environment that is independent of the MSP’s access through the Service.

(d) Data Protection. When the MSP accesses a Tenant through the Service, the Tenant Owner remains the Controller of the Personal Data within the Tenant. The MSP acts as a Processor of the Tenant Owner’s data (or as a sub-processor if engaged by the Tenant Owner through a separate data processing agreement). ZHERO acts as a Sub-Processor with respect to the Tenant Owner’s data. The MSP represents and warrants that it has obtained all necessary authorizations from the Tenant Owner to engage ZHERO as a Sub-Processor. The DPA (Annex B) applies to ZHERO’s processing of the Tenant Owner’s data, with the MSP identified as the Customer for the purposes of the DPA.

(e) Separate Subscriptions. The MSP’s access to each Tenant constitutes a separate use of the Service. An MSP accessing multiple Tenants may be required to hold a separate subscription or license for each Tenant, as specified in the applicable Order Form.

(f) MSP User Management. The MSP Administrator is responsible for managing the MSP’s MSP Users on the Tenant and ensuring their compliance with this Agreement and the AUP.

3.7 Partner Access#

A Partner User is a Zscaler employee, authorized reseller, or technology partner who accesses the Service on Tenants of third parties. Partner access is governed as follows:

(a) Partnership Agreement. If a separate written partnership agreement or channel agreement exists between ZHERO and the Partner’s organization, the terms of that agreement govern the Partner’s access to the Service, and the Partner User’s Tenant Activation requires acceptance of the AUP only.

(b) No Partnership Agreement. If no separate partnership agreement exists, the Partner User must accept the AUP (Annex C) upon each Tenant Activation. The Partner User is not required to accept the full Agreement or the specific clauses under Section 17.

(c) Multi-Tenant Access. A Partner User may access multiple Tenants. Each Tenant Activation is recorded separately, but the Partner User is not required to hold a separate subscription for each Tenant.

(d) Limitations. Partner Users may access the Service for the purposes of supporting, demonstrating, or evaluating the Service on behalf of Zscaler customers. Partner Users shall not use the Service for competitive analysis, benchmarking, or any purpose inconsistent with the AUP.

(e) Data Protection. When a Partner User accesses a Tenant, the Tenant Owner remains the Controller of the Personal Data within the Tenant. The Partner User’s organization is responsible for ensuring compliance with its own data protection obligations. ZHERO processes the Tenant Owner’s data as Processor, in accordance with the DPA (Annex B) to the extent applicable.

3.8 Authorized Users#

Customer may permit its Authorized Users, including employees, contractors, and agents of Customer or its Affiliates, to access and use the Service on the applicable Tenant, provided that Customer ensures each Authorized User’s compliance with this Agreement and the AUP. Customer is responsible for any breach of this Agreement by its Authorized Users.

For the avoidance of doubt, MSP Users and Partner Users accessing a Tenant are governed by their respective provisions (Sections 3.6 and 3.7) and are not counted toward the Tenant Owner’s Authorized User limit unless expressly agreed in the applicable Order Form.

3.9 Eligibility#

The Service is intended for business use by individuals who are at least eighteen (18) years old and who can form legally binding contracts. By using the Service, you represent and warrant that you meet these requirements.

3.10 Suspension#

ZHERO may suspend access to the Service on a specific Tenant, in whole or in part, if:

(a) Customer or any user (including Authorized Users, MSP Users, or Partner Users) materially breaches this Agreement, the AUP, or applicable law; (b) continued use poses a security risk to ZHERO, the Service, or other customers; (c) Customer’s account is overdue for payment beyond thirty (30) days; or (d) suspension is required by law or by a governmental authority.

Except in cases of emergency or legal requirement, ZHERO will provide Customer with reasonable prior notice (not less than five (5) business days) and an opportunity to cure the breach before suspending access. ZHERO will restore access promptly once the cause for suspension has been resolved.

4. License and Use Restrictions#

4.1 Limited License#

Subject to Customer’s compliance with this Agreement and payment of all applicable fees, ZHERO grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the Documentation and the applicable Order Form.

4.2 Use Restrictions#

Customer shall not, and shall not permit any third party to:

(a) modify, adapt, alter, translate, or create derivative works of the Service; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Service, except to the extent expressly permitted by applicable mandatory law (including, without limitation, Articles 5 and 6 of Directive 2009/24/EC for purposes of interoperability); (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Service; (d) use the Service for timesharing or service bureau purposes, or to provide services to third parties; (e) remove, alter, or obscure any proprietary notices, labels, or markings on the Service; (f) use the Service to build a competitive product or service, or to benchmark the Service for competitive purposes; (g) use the Service in any manner that could damage, disable, overburden, or impair ZHERO’s infrastructure, or interfere with any other customer’s use of the Service; (h) attempt to gain unauthorized access to the Service or related systems or networks; (i) use the Service in violation of applicable law; or (j) share account credentials or allow access to the Service by individuals who are not Authorized Users.

4.3 Purchases Through a Reseller#

If Customer has purchased or obtained access to the Service through a Reseller:

(a) the terms of this Agreement govern the relationship between ZHERO and Customer with respect to the Service; (b) any additional or different terms agreed between Customer and the Reseller shall not bind ZHERO unless expressly agreed in writing by ZHERO; (c) the Reseller is not authorized to make any representations, warranties, or commitments on behalf of ZHERO beyond those contained in this Agreement; and (d) references to fees in this Agreement shall mean the fees payable by Customer, whether paid directly to ZHERO or through the Reseller; (e) Customer’s Reseller is not a party to this Agreement. ZHERO’s obligations run directly to Customer, not to the Reseller; and (f) if Customer obtained access through a Reseller, Customer confirms that it has independently reviewed and accepted this Agreement. The Reseller’s presentation or summary of the Agreement’s terms does not modify or supplement this Agreement.

5. Orders and Payments#

5.1 Order Forms#

The specific Service plan, number of Authorized Users, Subscription Term, and fees shall be set forth in an Order Form. Each Order Form, once executed by both parties (or by Customer and a Reseller), is incorporated into this Agreement. In the event of a conflict between an Order Form and this Agreement, the Order Form shall prevail with respect to that Order Form only.

5.2 Fees#

Customer agrees to pay the fees specified in the applicable Order Form. Unless otherwise stated in the Order Form:

(a) all fees are quoted and payable in the currency specified in the Order Form; (b) fees are exclusive of all taxes, levies, and duties; and (c) fees are based on the Service plan purchased and are not contingent on the delivery of future functionality or features.

5.3 Payment Terms#

Unless otherwise specified in the applicable Order Form, invoices are due and payable within thirty (30) days of the invoice date (“Net 30”). Late payments shall bear interest at the rate prescribed by Italian Legislative Decree 231/2002 (implementing EU Directive 2011/7/EU on late payments in commercial transactions), or, if not applicable, at the lesser of one percent (1%) per month or the maximum rate permitted by applicable law in the Customer’s jurisdiction, calculated from the due date until payment is received.

5.4 Taxes#

All fees are exclusive of applicable taxes, levies, and duties. Customer is responsible for paying all applicable taxes imposed by any governmental authority in connection with the Service, excluding taxes based on ZHERO’s net income. Specific tax obligations, including withholding tax provisions and gross-up requirements, shall be set forth in the applicable Order Form.

5.5 Fees for Renewal Terms#

Fees are fixed for the duration of each Subscription Term as specified in the applicable Order Form. Fees for any subsequent Subscription Term shall be as agreed in a new Order Form. ZHERO will communicate the proposed fees for the upcoming term at least sixty (60) days prior to the expiration of the then-current Subscription Term to facilitate renewal negotiations.

6. Term, Renewal, and Termination#

6.1 Subscription Term#

This Agreement commences on the date Customer first accepts it and continues for the Subscription Term specified in the applicable Order Form. If no Order Form exists, the initial Subscription Term begins on the date Customer first accesses the Service.

6.2 Renewal#

The Subscription Term is the period specified in the applicable Order Form (e.g., 12, 24, or 36 months). During the Subscription Term, fees are fixed as set forth in the Order Form regardless of billing frequency. The Subscription Term expires at the end of the specified period. The parties may renew by executing a new Order Form prior to expiration. If an Order Form expressly provides for automatic renewal, the Subscription Term will renew for successive periods as specified therein, unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.

6.2A Holdover Period#

If the parties are actively negotiating a renewal at the time of expiration, ZHERO may, at its discretion, continue providing the Service for up to thirty (30) days beyond the expiration date (“Holdover Period”) at the same terms and fees (pro-rated). Either party may terminate the Holdover Period upon ten (10) days’ written notice.

6.3 Termination for Cause#

Either party may terminate this Agreement (or any Order Form) upon written notice if:

(a) the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; or (b) the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, or similar proceedings.

6.4 Termination for Convenience#

Either party may terminate this Agreement (or any Order Form) for convenience by providing at least thirty (30) days’ prior written notice to the other party, effective at the end of the then-current Subscription Term.

6.5 Immediate Termination#

ZHERO may terminate this Agreement or suspend access immediately, without prior notice, if:

(a) Customer’s use of the Service poses an imminent security risk; (b) Customer materially breaches Sections 4.2 (Use Restrictions), 9 (Confidentiality), or 14 (Compliance) and such breach is not reasonably susceptible to cure; or (c) termination is required by law, regulation, or governmental order.

6.6 Effect of Termination#

Upon termination or expiration of this Agreement:

(a) all rights and licenses granted to Customer shall terminate immediately; (b) Customer shall cease all use of the Service and remove the Extension from all browsers; (c) each party shall promptly return or destroy the other party’s Confidential Information in its possession; (d) Data Return: ZHERO will make Customer Data available for export by Customer for a period of thirty (30) days following the effective date of termination. During this period, Customer may export its data through the Service’s standard export functionality or by request to ZHERO support; (e) Data Deletion: After the thirty (30) day export period, ZHERO will delete all Customer Data within sixty (60) additional days, and will provide written confirmation of deletion upon Customer’s request. ZHERO may retain copies of Customer Data to the extent required by applicable law, subject to the confidentiality and data protection obligations of this Agreement; (f) Refund: If ZHERO terminates this Agreement other than for Customer’s breach, or if Customer terminates for cause under Section 6.3, ZHERO will refund to Customer any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. No refund is due if Customer terminates for convenience or if ZHERO terminates for Customer’s breach.

6.7 Survival#

The following sections shall survive any termination or expiration of this Agreement: 1 (Definitions), 5.3 (Payment Terms, for accrued obligations), 6.6 (Effect of Termination), 6.7 (Survival), 8 (Data and Security, for data deletion/return obligations), 9 (Confidentiality), 10 (Intellectual Property), 11.4 (Disclaimer), 12 (Indemnification), 13 (Limitation of Liability), 15 (Governing Law and Disputes), and 16 (General Provisions).

7. Free Services and Beta#

7.1 Free Services#

ZHERO may offer Free Services, including free plans and trial periods. Free Services are provided “AS IS” without any warranty, SLA, support commitment, or indemnification obligation. ZHERO may modify, suspend, or discontinue Free Services at any time, with or without notice. Sections 11.1 (ZHERO Warranties), 12.1 (ZHERO Indemnification), and the SLA (Annex A) do not apply to Free Services.

7.2 Trial Periods#

If Customer is using the Service under a trial or evaluation period:

(a) the trial period shall last for the period specified by ZHERO (or fourteen (14) days if not specified); (b) at the end of the trial, Customer must subscribe to a paid plan to continue using the Service; (c) Customer Data will be retained for thirty (30) days after the trial period ends, after which it will be deleted; and (d) ZHERO may terminate the trial at any time upon notice to Customer.

7.3 Beta Features#

Beta Features are provided for evaluation purposes only. Beta Features:

(a) are not covered by the SLA, support commitments, or warranties applicable to the generally available Service; (b) may be modified, suspended, or discontinued at any time without notice; (c) may contain bugs, errors, or defects; and (d) should not be relied upon for production use.

ZHERO’s total aggregate liability arising out of Beta Features shall not exceed one hundred US dollars ($100).

8. Data and Security#

8.1 Customer Data Ownership#

Customer retains all rights, title, and interest in and to Customer Data. Nothing in this Agreement transfers any ownership of Customer Data to ZHERO.

8.2 License to Customer Data#

Customer grants ZHERO a limited, non-exclusive, worldwide license to use, reproduce, and display Customer Data solely to the extent necessary to provide, maintain, and support the Service. ZHERO shall not use Customer Data for any other purpose, including but not limited to product improvement, benchmarking, or analytics, unless such data has been aggregated and anonymized in a manner that does not identify Customer or any individual.

8.3 Data Processing Agreement#

To the extent ZHERO processes Personal Data on behalf of Customer, the parties agree to the terms of the DPA (Annex B). The DPA sets forth the parties’ obligations with respect to data protection, including the roles of controller and processor, the categories of Personal Data processed, the purposes of processing, sub-processors, international data transfers, and the technical and organizational measures implemented by ZHERO.

Multi-Role Data Processing. The controller/processor roles depend on the Service Access Role of the individual accessing the Tenant:

(a) Internal Administrator / Internal User: The Tenant Owner is the Controller, and ZHERO is the Processor. (b) MSP Administrator / MSP User: The Tenant Owner remains the Controller of the data within the Tenant. The MSP is a Processor (or sub-processor) of the Tenant Owner’s data pursuant to the MSP’s own agreement with the Tenant Owner. ZHERO acts as a Sub-Processor with respect to the Tenant Owner’s data. The MSP Terms in Section 3.6.3(d) govern the MSP’s data protection obligations. (c) Partner User: The Tenant Owner remains the Controller. ZHERO is the Processor to the extent it processes the Tenant Owner’s data. The Partner’s organization is responsible for its own data protection compliance.

8.4 Data Security#

ZHERO implements and maintains appropriate technical and organizational security measures designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction. These measures are described in the Security Policy, available upon request and summarized in Annex B (DPA, Annex on Technical and Organizational Measures). ZHERO will not materially reduce the overall level of security during the Subscription Term.

8.5 Data Breach Notification#

In the event of a confirmed security breach affecting Customer Data (“Data Breach”), ZHERO will:

(a) notify Customer without undue delay and in any event within seventy-two (72) hours of becoming aware of the Data Breach; (b) provide Customer with the following information (to the extent available): (i) the nature of the Data Breach, including the categories and approximate number of records affected; (ii) the likely consequences of the Data Breach; (iii) the measures taken or proposed to address the Data Breach; and (iv) a contact point for further information; (c) cooperate with Customer in investigating and remediating the Data Breach; (d) take reasonable steps to mitigate the effects and minimize further damage; and (e) refrain from making any public disclosure of the Data Breach without first coordinating with Customer, except where required by applicable law.

8.6 Sub-Processors#

ZHERO uses third-party sub-processors to assist in providing the Service. The current list of sub-processors is available upon request and attached as Annex D. ZHERO will:

(a) provide Customer with at least thirty (30) days’ prior written notice before engaging a new sub-processor or materially changing the scope of an existing sub-processor’s processing; (b) ensure that each sub-processor is bound by data protection obligations no less protective than those in the DPA; (c) remain fully liable for the acts and omissions of its sub-processors.

If Customer has a reasonable objection to a new sub-processor based on data protection grounds, Customer shall notify ZHERO within thirty (30) days of the notice. The parties shall negotiate in good faith to resolve the objection. If the parties cannot reach a resolution within thirty (30) days, Customer may terminate the affected Order Form without penalty.

8.7 Data Location#

Customer Data is processed and stored in the European Union unless otherwise specified in the applicable Order Form or DPA. ZHERO will not transfer Customer Data outside the European Economic Area without appropriate safeguards as required by Applicable Data Protection Laws, including Standard Contractual Clauses where applicable.

8.8 Data Retention and Deletion#

Upon termination or expiration, ZHERO will handle Customer Data as set forth in Section 6.6(d) and 6.6(e). During the Subscription Term, Customer may export its data at any time through the Service’s standard functionality.

9. Confidentiality#

9.1 Confidentiality Obligations#

Each party agrees to:

(a) use the other party’s Confidential Information solely for the purposes of exercising its rights and performing its obligations under this Agreement; (b) protect the other party’s Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature and importance, but in no event less than reasonable care; (c) not disclose the other party’s Confidential Information to any third party, except: (i) to its employees, contractors, and agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein; (ii) to its professional advisors; or (iii) as required by applicable law, regulation, or court order, provided that the Receiving Party gives prompt notice to the Disclosing Party (to the extent permitted by law) and cooperates with any efforts to obtain protective treatment of the information.

9.2 Duration#

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they remain trade secrets under applicable law.

9.3 Remedies#

Each party acknowledges that a breach of this Section 9 may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

10. Intellectual Property#

10.1 ZHERO’s Intellectual Property#

The Service, including all Intellectual Property Rights therein, is and shall remain the sole and exclusive property of ZHERO and its licensors. This Agreement does not grant Customer any rights to use ZHERO’s trademarks, logos, domain names, or other brand features, except as expressly authorized in writing.

10.2 Customer’s Intellectual Property#

Customer retains all Intellectual Property Rights in and to Customer Data. Nothing in this Agreement grants ZHERO any ownership rights in Customer Data.

10.3 Feedback#

If Customer or its Authorized Users provide ZHERO with feedback, ideas, or suggestions regarding the Service (“Feedback”), Customer grants ZHERO a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, create derivative works of, display, and perform such Feedback for the purpose of developing, improving, and marketing the Service and ZHERO’s products. Feedback is provided voluntarily, and Customer is under no obligation to provide any Feedback.

10.4 Open Source Software#

The Service may incorporate open source software components. A list of open source components and their applicable licenses is available upon request. To the extent any open source license requires ZHERO to make available corresponding source code, ZHERO will do so upon request. In the event of a conflict between the terms of an open source license and this Agreement, the open source license terms shall prevail solely with respect to the applicable open source component.

11. Warranties#

11.1 ZHERO Warranties#

ZHERO warrants that:

(a) Conformity: the Service will materially conform to the applicable Documentation for a period of thirty (30) days from the date of initial provisioning to Customer (or from the start of each Renewal Term); (b) Professional Standards: the Service will be provided in a professional and workmanlike manner, consistent with generally accepted industry standards; (c) Non-Infringement: to ZHERO’s knowledge, the Service does not infringe any third party’s Intellectual Property Rights (subject to the exclusions in Section 12.4); (d) Legal Compliance: ZHERO will comply with all laws applicable to its provision of the Service; and (e) No Malware: ZHERO will not knowingly introduce any virus, worm, Trojan horse, or other malicious code into the Service.

11.2 Customer Warranties#

Customer warrants that:

(a) Customer has the authority and legal capacity to enter into this Agreement; (b) Customer will use the Service in compliance with this Agreement, the AUP, and all applicable laws; (c) Customer Data does not and will not infringe any third party’s rights or violate any applicable law; and (d) all information provided by Customer to ZHERO during registration and throughout the Subscription Term is accurate and complete.

11.3 Warranty Remedies#

If the Service fails to conform to the warranty in Section 11.1(a), Customer must notify ZHERO in writing within thirty (30) days of discovering the non-conformity, providing reasonable detail. ZHERO will, at its option and as Customer’s sole remedy for breach of the warranty in Section 11.1(a):

(a) use commercially reasonable efforts to correct the non-conformity; (b) provide a commercially reasonable workaround; or (c) if neither (a) nor (b) is feasible within a reasonable time, terminate the affected Order Form and refund to Customer a pro-rata portion of the prepaid fees for the remainder of the Subscription Term.

11.4 Disclaimer#

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 11.1, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZHERO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ZHERO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL DEFECTS WILL BE CORRECTED. ZHERO DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, ANALYSIS, OR RECOMMENDATIONS PROVIDED THROUGH THE SERVICE.

Nothing in this Section 11.4 excludes or limits liability for death, personal injury, fraud, willful misconduct, or any liability that cannot be excluded or limited under applicable mandatory law, including but not limited to liability under Article 1229 of the Italian Civil Code for intentional misconduct (dolo) or gross negligence (colpa grave).

12. Indemnification#

12.1 ZHERO Indemnification#

ZHERO will defend Customer against any third-party claim, action, or proceeding (“Claim”) alleging that the Service (as provided by ZHERO and used in accordance with this Agreement) infringes any third party’s patent, copyright, trademark, or trade secret (“IP Claim”), and will indemnify Customer against all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Customer by a court of competent jurisdiction or agreed in settlement.

12.2 ZHERO’s Remedies for IP Claims#

If the Service becomes, or in ZHERO’s reasonable opinion is likely to become, the subject of an IP Claim, ZHERO may, at its option and expense:

(a) obtain the right for Customer to continue using the Service; (b) replace or modify the Service so that it becomes non-infringing, without materially reducing its functionality; or (c) if neither (a) nor (b) is commercially feasible, terminate the affected Order Form and refund to Customer a pro-rata portion of the prepaid fees for the remainder of the Subscription Term.

12.3 Additional ZHERO Indemnification#

ZHERO will also defend and indemnify Customer against Claims arising from:

(a) ZHERO’s material breach of the DPA or Applicable Data Protection Laws in connection with its processing of Customer’s Personal Data; and (b) ZHERO’s willful misconduct or gross negligence in the provision of the Service.

12.4 Exclusions from ZHERO Indemnification#

ZHERO shall have no indemnification obligation to the extent an IP Claim arises from:

(a) Customer’s modification of the Service, or combination of the Service with products, services, or data not provided by ZHERO; (b) Customer’s use of the Service in a manner not in accordance with this Agreement or the Documentation; (c) Customer’s use of a superseded version of the Service, if the infringement would have been avoided by using the current version; (d) Customer Data; or (e) Free Services or Beta Features.

12.5 Customer Indemnification#

Customer will defend ZHERO against any third-party Claim arising from:

(a) Customer’s or its Authorized Users’ violation of this Agreement or the AUP; (b) Customer Data, including any Claim that Customer Data infringes a third party’s rights; or (c) Customer’s violation of applicable law in connection with its use of the Service.

Customer will indemnify ZHERO against all damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded against ZHERO or agreed in settlement.

12.6 Indemnification Procedure#

The party seeking indemnification (“Indemnified Party”) must:

(a) promptly notify the indemnifying party (“Indemnifying Party”) in writing of the Claim (provided that failure to give prompt notice shall not relieve the Indemnifying Party of its obligations except to the extent materially prejudiced by such failure); (b) grant the Indemnifying Party sole control of the defense and settlement of the Claim (provided that the Indemnifying Party shall not settle any Claim in a manner that imposes any liability or obligation on the Indemnified Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld); and (c) provide the Indemnifying Party with reasonable assistance and cooperation, at the Indemnifying Party’s expense.

13. Limitation of Liability#

13.1 Exclusion of Indirect Damages#

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Direct Damages#

EXCEPT AS SET FORTH IN SECTION 13.3, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID (OR PAYABLE) BY CUSTOMER TO ZHERO (DIRECTLY OR THROUGH A RESELLER) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM (THE “LIABILITY CAP”).

For Free Services, ZHERO’s total aggregate liability shall not exceed one hundred US dollars ($100).

13.3 Carve-Outs#

The limitations in Sections 13.1 and 13.2 shall not apply to:

(a) either party’s indemnification obligations under Section 12; (b) Customer’s payment obligations under Section 5; (c) either party’s breach of confidentiality obligations under Section 9; (d) either party’s liability for fraud, willful misconduct (dolo), or gross negligence (colpa grave); (e) liability for death or personal injury caused by a party’s negligence; or (f) any liability that cannot be limited or excluded under applicable mandatory law.

For Claims arising from the carve-outs in sub-sections (a) and (c) above, each party’s aggregate liability shall not exceed three (3) times the Liability Cap (“Super Cap”).

13.4 Basis of the Bargain#

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 13 ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. CUSTOMER ACKNOWLEDGES THAT ZHERO HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE ON THESE LIMITATIONS. THE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.5 Mandatory Law Exceptions#

Some jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. Nothing in this Agreement excludes or limits either party’s liability for damages that cannot be limited or excluded under applicable mandatory law, including liability under Article 1229 of the Italian Civil Code.

13.6 Purchases Through a Reseller#

If Customer purchased the Service through a Reseller, the Liability Cap shall be calculated based on the fees actually received by ZHERO from the Reseller in respect of Customer’s subscription during the twelve (12) months immediately preceding the event giving rise to the claim. If no fees have been received by ZHERO or the amount cannot be determined, the Liability Cap shall be the fees specified in the applicable Order Form.

14. Compliance#

14.1 Export Control#

Customer acknowledges that the Service may be subject to export control laws and regulations, including the U.S. Export Administration Regulations (EAR), the EU Dual-Use Regulation (EU 2021/821), and applicable sanctions programs (including those administered by the U.S. Office of Foreign Assets Control, OFAC, and EU restrictive measures regulations). The Service is classified as EAR99 under the U.S. Export Administration Regulations and is not classified as a defense article under the International Traffic in Arms Regulations (ITAR, 22 CFR Parts 120-130). Customer represents that its use of the Service does not involve the processing of ITAR-controlled technical data through ZHERO’s server-side features.

Customer agrees that it will not, directly or indirectly:

(a) export, re-export, or transfer the Service to any country, entity, or person prohibited by applicable export control or sanctions laws; (b) use the Service for any purpose prohibited by such laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons; or (c) use the Service if Customer or any Authorized User is listed on any applicable restricted or denied party list (including the U.S. SDN List, Entity List, or Denied Persons List).

The parties shall comply with all applicable sanctions regulations, including OFAC sanctions (31 CFR Parts 500-599), EU restrictive measures regulations, and any applicable national sanctions laws. ZHERO reserves the right to decline to provide or continue providing the Service to any Customer or in any jurisdiction where ZHERO determines, in its reasonable discretion, that doing so would violate or risk violating applicable export control or sanctions laws. ZHERO screens customers and transactions for export control and sanctions compliance using commercially available screening tools.

14.2 Anti-Corruption#

Each party represents and warrants that it has not and will not, in connection with this Agreement, directly or indirectly offer, promise, give, or authorize the giving of anything of value to any government official, political party, or candidate for political office, or any other person, for the purpose of obtaining or retaining business or securing any improper advantage, in violation of the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, the Italian Legislative Decree 231/2001, or any other applicable anti-corruption law.

14.3 General Compliance#

Each party shall comply with all laws, regulations, and governmental orders applicable to its performance under this Agreement.

15. Governing Law and Dispute Resolution#

15.1 Governing Law#

This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed in accordance with the laws of Italy, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded from this Agreement and shall not apply.

15.2 Escalation#

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute arising out of or in connection with this Agreement through the following escalation process:

(a) Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation between their respective senior executives. The initiating party shall provide written notice describing the dispute. The parties shall have thirty (30) days from receipt of such notice to resolve the dispute.

(b) Mediation: If the dispute is not resolved through negotiation, either party may initiate mediation under the rules of the Servizio di Conciliazione della Camera Arbitrale di Milano. The mediation shall be conducted in the English language. Mediation sessions may be conducted in person in Milan or by videoconference when the parties are located in different countries. The parties shall have sixty (60) days from the initiation of mediation to resolve the dispute.

(c) Interim and Injunctive Relief. Nothing in this Section 15.2 shall prevent either party from seeking interim, injunctive, or other equitable relief from any court of competent jurisdiction, without the requirement to first complete the escalation process in this Section, where such relief is necessary to prevent irreparable harm.

15.3 Jurisdiction#

If the dispute is not resolved through negotiation and mediation, any legal action or proceeding shall be brought exclusively in the courts located in Milan, Italy, and the parties hereby consent to the personal jurisdiction and venue therein.

15.4 Consumer Rights#

If you qualify as a consumer under applicable law, nothing in this Agreement affects your rights as a consumer under the mandatory laws of your country of residence. In such cases, the choice of Italian law does not deprive you of the protection afforded by provisions that cannot be derogated from by agreement under the law of your country of residence.

15.5 Alternative Dispute Resolution#

If you are a consumer residing in the European Union, you may seek alternative dispute resolution through the European Online Dispute Resolution platform (https://ec.europa.eu/consumers/odr/) or your local consumer protection authority. ZHERO’s contact email for ODR purposes is: legal@zhero.ai.

16. General Provisions#

16.1 Entire Agreement#

This Agreement, together with all Order Forms, Annexes, the Privacy Policy (available at https://zhero.ai/privacy/), and all documents incorporated herein by reference, constitutes the entire agreement between the parties concerning the Service, and supersedes all prior or contemporaneous oral or written agreements, proposals, and representations with respect to the subject matter hereof.

In the event of a conflict between documents, the following order of precedence shall apply (highest to lowest):

1. Order Form (specific terms for the transaction)
2. This Subscription Agreement (general terms)
3. Annexes (SLA, DPA, AUP)
4. Privacy Policy and Security Policy

16.2 Severability#

If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

16.3 No Waiver#

A party’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party.

16.4 Assignment#

Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without ZHERO’s prior written consent, which shall not be unreasonably withheld. ZHERO may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees to be bound by the terms of this Agreement. Any purported assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties’ successors and permitted assigns.

16.5 Force Majeure#

Neither party shall be liable for any failure or delay in performance under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, acts of government, pandemics, epidemics, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, cyberattacks (unless resulting from the affected party’s failure to maintain reasonable security measures), Internet service provider failures, or failures of third-party platforms (including Zscaler). The affected party shall: (a) promptly notify the other party of the force majeure event; (b) use reasonable efforts to mitigate the effects; and (c) resume performance as soon as reasonably practicable. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected Order Form upon written notice, and ZHERO shall refund a pro-rata portion of prepaid fees for the period of non-performance.

16.6 Notices#

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by internationally recognized courier service. Notices shall be addressed:

• To ZHERO: Via Friuli 8/B, 20135 Milano, Italy, Attn: Legal Department, email: legal@zhero.ai
• To Customer: The address and email associated with Customer’s account, or as otherwise specified in the applicable Order Form.

Either party may change its notice address by giving written notice to the other party.

16.7 No Third-Party Beneficiaries#

Except as expressly set forth in the indemnification provisions of Section 12, this Agreement does not create any rights for any third party, and no third party may enforce any provision of this Agreement.

16.8 Independent Contractors#

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties. Neither party has the authority to bind the other or to incur any obligation on the other’s behalf.

16.9 Modifications to This Agreement#

ZHERO may modify this Agreement from time to time. ZHERO will provide notice of material modifications by:

(a) posting the updated Agreement on the ZHERO website with a revised effective date; (b) sending an email notification to the Account Administrator at least thirty (30) days before the changes take effect; and (c) for material changes, requiring re-acceptance through the Service.

If Customer does not agree to the modified Agreement, Customer must notify ZHERO in writing before the effective date of the changes and may terminate the affected Order Form without penalty, subject to a pro-rata refund of prepaid fees. Continued use of the Service after the effective date of the modified Agreement constitutes acceptance of the modifications, but only for non-material changes. Material changes require active re-acceptance. Changes to this Agreement will not apply retroactively to Order Forms in effect at the time of the change, unless Customer affirmatively accepts the updated Agreement.

16.10 Language#

This Agreement is available in both English and Italian. In case of any discrepancy between the two versions, the English version shall prevail. For clarity, the specific approval of clauses under Section 17 is provided in both languages.

16.11 Accessibility#

ZHERO uses commercially reasonable efforts to make the Service accessible in accordance with applicable accessibility standards, including WCAG 2.1 Level AA.

16.12 Insurance#

ZHERO uses commercially reasonable efforts to maintain appropriate insurance coverage, which may include professional liability (Errors & Omissions) and cyber liability insurance, commensurate with the nature and scope of the Service. Upon reasonable request, ZHERO will provide information regarding its current insurance coverage.

16.13 Contact#

For any questions about this Agreement, please contact us at: legal@zhero.ai or visit https://zhero.ai/contact/.

17. Specific Approval of Certain Clauses#

Italian Civil Code, Articles 1341 and 1342#

This Section 17 applies to Internal Administrators (Section 3.4) and MSP Administrators (Section 3.6.1) who accept this Agreement in its entirety. Internal Users, MSP Users, and Partner Users who accept only the AUP are not required to separately approve the clauses listed below, as the full Agreement has been accepted on behalf of the relevant entity by the applicable Administrator.

Pursuant to Articles 1341 and 1342 of the Italian Civil Code, by separately and specifically accepting the clauses listed below (through a dedicated checkbox or other affirmative action), Customer expressly approves the following provisions:

• Section 2.5: Modifications to the Service
• Section 3.10: Suspension of access
• Section 4.2: Use restrictions
• Section 6.3: Termination for cause by ZHERO
• Section 6.5: Immediate termination by ZHERO
• Section 7.1: Free Services provided “AS IS”
• Section 10.3: Feedback license grant
• Section 11.4: Disclaimer of warranties
• Section 12.5: Customer indemnification obligations
• Section 13: Limitation of liability
• Section 15.1: Italian governing law
• Section 15.3: Exclusive jurisdiction in Milan, Italy
• Section 16.4: Assignment restrictions
• Section 16.9: Modifications to the Agreement

This specific approval is required under Italian law, which governs this Agreement. For non-Italian users: Italian law requires a separate, explicit approval of clauses that significantly limit the rights of one party. This separate approval reinforces the validity of these provisions under the governing law of this Agreement.

Ai sensi degli articoli 1341 e 1342 del Codice Civile Italiano, mediante accettazione separata e specifica delle clausole di seguito elencate (tramite apposita checkbox o altra azione affermativa), il Cliente approva espressamente le seguenti previsioni:

• Sezione 2.5: Modifiche al Servizio
• Sezione 3.10: Sospensione dell’accesso
• Sezione 4.2: Restrizioni d’uso
• Sezione 6.3: Risoluzione per inadempimento da parte di ZHERO
• Sezione 6.5: Risoluzione immediata da parte di ZHERO
• Sezione 7.1: Servizi gratuiti forniti “nello stato in cui si trovano”
• Sezione 10.3: Licenza sui feedback del Cliente
• Sezione 11.4: Esclusione di garanzie
• Sezione 12.5: Obblighi di manleva del Cliente
• Sezione 13: Limitazione della responsabilità
• Sezione 15.1: Legge applicabile italiana
• Sezione 15.3: Foro esclusivo di Milano
• Sezione 16.4: Limitazioni alla cessione del contratto
• Sezione 16.9: Modifiche al contratto

Annexes#

The following Annexes are incorporated into and form part of this Agreement:

• Annex A: Service Level Agreement (SLA)
• Annex B: Data Processing Agreement (DPA)
• Annex C: Acceptable Use Policy (AUP)
• Annex D: Sub-Processor List
• Annex E: Order Form Template

ZHERO S.r.l., Configuration Intelligence for Zscaler Environments. Registered office: Via Friuli 8/B, 20135 Milano, Italy. VAT No. IT14030820964, REA MI-2758003.