Zonagent, Inc.

Terms of Service

Last revised on: January 11, 2026

Introduction
The Zonagent platform located at www.zonagent.com (the "Site") and the services made available through the Site (the "Services") are provided by Zonagent, Inc. ("Zonagent", "us", "we," or "our"). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with or before use of such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms by this reference.

THESE TERMS OF SERVICE (THESE "Terms") TOGETHER WITH OUR PRIVACY TERMS (AVAILABLE AT www.app.zonagent.com/policy/privacy-policy.html) (THE "Privacy Terms") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ZONAGENT AND YOU AND THE ENTITY YOU REPRESENT (COLLECTIVELY, "you") THAT GOVERNS YOUR USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT AND/OR ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF THE ENTITY THAT YOU REPRESENT (YOUR "Organization"), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOUR ORGANIZATION AND ABIDE BY THEM. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT OF THE AGE OF CONSENT IN YOUR JURISDICTION OR IF YOU, FOR ANY REASON, CANNOT ENTER INTO BINDING CONTRACTS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE OR SERVICES.
Accounts

2.1 Account Creation. To use certain features of the Site and Services, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration process. You may not select a username intended to impersonate another person or entity that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Zonagent may suspend or terminate your Account in accordance with Section 9 of these Terms.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Zonagent of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You will not share your Account password or any security questions with any other individual or entity and you will not allow any other individual or entity to use your Account. Zonagent cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for maintaining an active email account as the "Primary Account Holder" under your account. The email associated with the Primary Account Holder will receive important notices related to your account, which may include renewal reminders and notifications for changes to these terms.

2.3 Order Form; Payment of Fees. The features, functionality, geographic areas, municipalities, locations, zones, usage limits, and/or other ordering details, as well as the applicable fees and rates, you select for access through the Services will be set out in one or more order forms (each, an "Order Form") which you and Zonagent may agree to from time to time. You are responsible for all fees incurred under your Account at the prices set forth in the applicable Order Form. Each Order Form is governed by and incorporates these Terms. If there is a conflict between an Order Form and these Terms, these Terms will control unless the Order Form expressly states (by specific reference) that it is intended to override or supersede the conflicting provision(s) of these Terms.

2.4 Taxes. Prices do not include taxes or duties. If Zonagent is required to pay or collect any local, value added, goods and services taxes, or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Zonagent's gross income), then such taxes and/or duties will be billed to and paid by you.

2.5 Price Increases. If you choose to renew your subscription, we reserve the right to increase the fees paid for the Services. We will use commercially reasonable efforts to provide the Primary Account Holder with thirty (30) days' prior notice (via email) of any price increases. If you do not wish for your subscription to renew for any reason, please see Section 9.1 below for directions on how to cancel your subscription. You are responsible for providing us with your most current email address for your Primary Account Holder. In the event that the last email address for your Primary Account Holder that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice to your Primary Account Holder will nonetheless constitute effective by us to you of the price increase.

2.6 Failure to Pay Fees When Due. Failure to pay all amounts owed to us when due may result in suspension or termination of your access to and use of the Site and/or Services until we receive payment in full for all amounts due. We reserve any other rights of collection we may have. If we do not receive any fees their applicable due date, then, without limiting any of our rights or remedies under these Terms (including suspending or terminating your access to or use of the Site and/or Services) or available at law or in equity, those fees shall accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
Access to the Site

3.1 Subscription. Subject to your compliance with these Terms and your payment of all fees due to Zonagent, you may use and access the Services solely for your Organization's internal business purposes for such time as you are permitted by Zonagent as a valid, active, fee-paying user. You may not use the Site or Services for any financial, other commercial, or other similar purpose without the prior written consent of Zonagent in each instance. Except as explicitly stated herein, these Terms do not grant you or your Organization (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or any portion thereof or (b) any other right to the Services not specifically set forth in these Terms.

3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access or use the Services in order to build a similar or competitive website, product, or service; (d) you shall not access or use the Site or Services for any timesharing or service bureau purposes or to otherwise provide the Services, in whole or in part, to a third party; and (e) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. Zonagent does not provide services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.

3.3 Modification. Zonagent reserves the right, at any time, to modify or suspend the Services (in whole or in part) with or without notice to you. You agree that Zonagent will not be liable to you or to any third party for any modification or suspension of the Site, the Services, or any part thereof. Zonagent also reserves the right to limit the availability of the Services or the provision of the Site to any person, organization, geographic area, or jurisdiction at any time and in its sole discretion.

3.4 Ownership. Excluding any User Inputs that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and its content (including all Outputs) are owned by Zonagent or Zonagent's licensors and suppliers. Neither these Terms (nor your access to the Site or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Zonagent and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.5 Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"). If you choose to offer Feedback to us, you hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, fully paid, sub-licensable (at unlimited number of levels), assignable license to incorporate Feedback into the Services or otherwise use any Feedback we receive from you solely to improve our products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of us any moral rights which you may have in such Feedback pursuant to applicable copyright law or any other laws or regulations. We acknowledge that any Feedback is provided on an "as-is" basis with no warranties of any kind. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.
Your Use of the Services

4.1 Treatment of Outputs. You acknowledge that the outputs and results generated by the Services (the "Outputs") depend on the information, content, and inputs that you submit or provide to the Services (the "User Inputs"). You assume all risks arising out of or associated with your use of the Outputs, including any reliance on the accuracy, completeness, or fitness for purpose of the Outputs. You may not represent or imply that the Outputs are in any way sponsored, endorsed, or independently verified by Zonagent.

4.2 Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy": You will not (and will not permit others to) (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (iii) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Site and/or Services), whether through password mining or any other means; (iv) harass or interfere with any other user's use and enjoyment of the Site or Services; or (v) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Services.
Indemnification
You agree to indemnify, defend (subject to Zonagent's right to exclusively assume the defense at your sole cost and expense), and hold Zonagent and its officers, employees, suppliers, licensors, agents, successors, and assigns (collectively, the "Zonagent Indemnitees") harmless, including costs, expenses, and attorneys' fees, from any claim or demand made by any third party arising out of, in connection with, or related to: (a) your violation of applicable laws or regulations; (b) your infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any other person or entity; (c) your use of any Outputs; and (d) your use of any Third-Party Connections (defined below). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Zonagent Indemnitees, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent, which we may withhold in our sole and exclusive discretion. We will use commercially reasonable efforts to notify you of any such claim, action, or proceeding within a commercially reasonable time upon becoming aware of it.
Third-Party Connections; Release

6.1 Third-Party Connections. The Site may contain links to third-party websites and services (collectively, "Third-Party Connections"). Such Third-Party Connections are not under the control of Zonagent, and Zonagent is not responsible for any Third-Party Connections. Zonagent provides access to these Third-Party Connections only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Connections. You use all Third-Party Connections at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Connections, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction, use, or agreement in connection with such Third-Party Connections and third parties.

6.2 Release. You hereby release and forever discharge Zonagent (and our affiliates, officers, employees, agents, suppliers, licensors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, any Third-Party Connections) except to the extent caused directly by our willful or intentional misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.
Disclaimers
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND "WITH ALL FAULTS," AND WE (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SERVICES OR THE USE AND RESULTS THEREOF, INCLUDING ANY OUTPUTS, WILL MEET YOUR OR ANY THIRD PARTY'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW BEGINNING ON THE DATE OF YOUR FIRST USE.

RELIANCE ON ANY OUTPUTS OBTAINED FROM THE SERVICES IS STRICTLY AT YOUR OWN RISK. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT: (I) USE OF THE SERVICES DOES NOT RELIEVE YOU OF RESPONSIBILITY FOR COMPLIANCE WITH LAWS, RULES (INCLUDING ANY APPLICABLE ETHICAL OR PROFESSIONAL RULES), AND REGULATIONS WHILE USING THE SERVICES OR ANY OUTPUTS; (II) USING THE SERVICES IN NO WAY WAIVES YOUR RESPONSIBILITY UNDER ANY LAWS, RULES, OR REGULATIONS OR ABSOLVES YOU OR LIMITS YOUR LIABILITY UNDER ANY SUCH LAWS, RULES, OR REGULATIONS; (III) YOU SHALL NEITHER INQUIRE NOR RELY UPON US FOR ANY LEGAL, ACCOUNTING, TAX, REGULATORY, OR OTHER PROFESSIONAL OR EXPERT ADVICE OF ANY KIND; (IV) YOU ACKNOWLEDGE THAT WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR SPECIAL RELATIONSHIP WITH YOU; (V) YOU ACKNOWLEDGE AND AGREE THAT ANY ACTION TAKEN IN RELIANCE ON THE OUTPUTS SHALL BE AT YOUR SOLE AND EXCLUSIVE DECISION AND RESPONSIBILITY AND THAT NEITHER WE NOR THE SERVICES SHALL PERFORM MANAGEMENT FUNCTIONS OR MAKE MANAGEMENT DECISIONS FOR YOU OR YOUR ORGANIZATION.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON THE OUTPUTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU WILL BE SURE TO REVIEW ALL OUTPUTS FOR ACCURACY AND CORRECTNESS EACH TIME YOU USE THE OUTPUTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZONAGENT (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOST DATA, CORRUPTION OF DATA, INACCESSIBILITY OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY FAILURE, INTERRUPTION, OR DELAY (INCLUDING THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICES) WHEN ACCESSING OR USING THE SERVICES OR ANY OUTPUTS, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES OF ANY KIND RELATED TO, IN CONNECTION WITH, OR ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE THE SERVICES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY OR OTHERWISE, EVEN IF ZONAGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR OUTPUT IS TO DISCONTINUE USING THE SERVICES OR ACCESSING THE SITE. IN NO EVENT SHALL ZONAGENT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY, OR OTHERWISE, EXCEED THE AMOUNT YOU HAVE PERSONALLY PAID ZONAGENT FOR PROVIDING SERVICES TO YOU FOR THE THREE (3) MONTHS PRIOR TO THE FIRST ALLEGED ACT CAUSING DAMAGES OR $100.00, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT SHALL ZONAGENT BE LIABLE FOR ANY DAMAGES BASED UPON THE ACCURACY, COMPLETENESS SECURITY, RELIABILITY, AVAILABILITY, OR ERRORS OF THE SERVICES OR THE OUTPUTS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. YOU ACKNOWLEDGE THAT ZONAGENT HAS SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES OR THE OUTPUT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Term and Termination; Retention of User Inputs; Suspension

9.1 Term and Termination of Your Subscription. Subject to this Section, these Terms will remain in full force and effect while you access or use the Services. Your subscription will automatically renew for additional one-year periods beginning on the day your initial subscription expires and will continue to automatically renew for such periods thereafter until the Primary Account Holder provides us with notice of your intent not to renew at least 30 days' prior to the applicable renewal. Please contact us at support@zonagent.com to cancel your subscription and prevent automatic renewal. If you have provided us with a payment method for renewals of your subscription, we will automatically charge such payment method. Please see Section 2.5 regarding payment increases for any renewals. If such payment method fails for any reason, we reserve the right to terminate or suspend your access to and use of your Account and the Services until we receive payment in full for all amounts due. If you cancel your subscription prior to renewal, you will continue to have access to your Account and use of the Services until your subscription expires, at which point it will terminate.

9.2 Effect of Termination. Upon termination of these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Inputs associated with your Account from our databases after thirty (30) days of the effective date of the termination or expiration of your subscription. Zonagent will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Inputs.

9.3 Suspension and Termination. Notwithstanding any subscription you have purchased from us, we may suspend or terminate your ability to access or use the Site or Services (including your Account) at any time as necessary for us to comply with applicable law and/or if we reasonably believe that your or your Organization's use of the Services violates these Terms or applicable law or may subject Zonagent to potential liability. Sections 1, 2.2, 2.3, 2.4, 2.5, 3.2, 3.4, 3.5, 4, 6, 7, 8, 9, and 10 shall survive termination of the Services or your use or access to the Services.
General

10.1 Changes. Subject to the notice requirement of this Section 10.1, we, in our sole and absolute discretion, may make changes to these Terms from time to time. If we make any substantial changes to these Terms, we will notify you of such changes by any reasonable means, including by posting the revised Terms on the Site (provided that, for material changes, we will seek to supplement such notice by email, an in-Service pop-up message, or other prominent notice within the Services, or other means). If we choose to supplement the notification of changes to these Terms by sending you an email, we will send the notification email to the last email address you have specified for the Primary Account Holder. You are responsible for providing us with your most current email address for your Primary Account Holder. If the last email address that you have provided us for the Primary Account Holder is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of our Services following notice of such changes shall be deemed to indicate your acknowledgement and acceptance of such changes and your agreement to be bound by the terms and conditions of such changes. If you do not wish to continue using the Services under the changed terms of these Terms, you must terminate your subscription prior to the applicable renewal date or within thirty (30) days of the "Date of Last Revision" set forth at the top of these Terms, whichever event occurs first. Please see Section 9.1 for directions on how terminate your subscription.
10.2 Class Action Waiver; Jury Trial Waiver; Use Outside of the United States of America; and Dispute Resolution.

PLEASE READ THIS SECTION 10.2 (INCLUDING ITS SUBSECTIONS) CAREFULLY. IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND INCLUDES A WAIVER OF CLASS ACTION AND RIGHT TO JURY TRIAL.
1. Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 10.2 MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
2. Waiver of Jury Trial. YOU AND ZONAGENT HEREBY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, SERVICES, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
3. Use Outside of the United States. The Services are operated by us from our offices within the United States of America. We make no representation that the Services are appropriate or available for use in other locations, and access to the Services from territories where the access to or use of the Services may be illegal is prohibited. Those who choose to access or use the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.
4. Notice Requirement and Informal Dispute Resolution. Except for Zonagent seeking emergency injunctive relief, before either party may seek to file suit against the other party, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Zonagent should be sent to: support@zonagent.com or Zonagent, Inc., or 3847 Medlock Bridge Rd, #346, Peachtree Corners, GA 30092. After the Notice is received, you and Zonagent must attempt to resolve the claim or dispute informally. If you and Zonagent do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin a legal proceeding.
5. Choice of Law and Venue for Litigation. To the maximum extent permitted by applicable law, you consent to these Terms and any claims relating to the information, Services, or products made available through the Site and/or Services will be governed by the laws of the State of Georgia, U.S.A., excluding the application of its conflicts of laws rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in Fulton County, Georgia.
6. Time Limit on Claims Against us. To the maximum extent permitted by applicable law, you agree that regardless of any statute or law to the contrary any claim or clause of action arising out of or related to your access to or use of the Services, or these Terms with us must be filed within one (1) year after such claim arose.
10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Zonagent, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Electronic Communications. The communications between you and Zonagent use electronic means, whether you use the Site or send us emails, or whether Zonagent posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Zonagent in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Zonagent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.5 Miscellaneous. These Terms, the Privacy Terms, and any Order Form(s) you enter into with us constitute the entire agreement between you and us regarding the use of the Services and supersede any existing or previous agreements, including, without limitation, any pilot or trial terms. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The words "include," "includes," and "including" are hereby deemed to be followed by the phrase "without limitation." The word "will" is hereby deemed to be construed to have the same meaning and effect as the word "shall." The term "or" will be interpreted in the inclusive sense commonly associated with the term "and/or." Any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Zonagent is that of an independent contractor, and neither party is an agent or partner of the other. You acknowledge and agree that in no event shall Zonagent owe you any enhanced or special duties, express or implied, in fact or by law, whether referred to as a special relationship, fiduciary, relationship or otherwise. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zonagent's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Zonagent may freely assign these Terms without your prior consent. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that for any document or electronic information delivered through the Services that by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by you. Any record of such confirmation (including electronic records) shall be deemed to be "in writing." You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by "clicking" on the designated spaces and expressly waives all rights you may have to assert such a claim.

10.6 Force Majeure. We shall not be responsible to you, your Organization, or any third party entity or individual for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government action, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond our commercially reasonable control.

10.7 Copyright/Trademark Information. Copyright © 2025 Zonagent, Inc. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the Site or within the Services are our property or the property of third parties. You are prohibited from using these Marks without our prior written consent or the consent of such third party which may own the Marks.

10.8 Contact Information.

Address:

Zonagent, Inc.

3847 Medlock Bridge Rd, #346

Peachtree Corners, GA 30092

Email: support@zonagent.com

Last revised on: January 11, 2026

Introduction

The Zonagent platform located at www.zonagent.com (the "Site") and the services made available through the Site (the "Services") are provided by Zonagent, Inc. ("Zonagent", "us", "we," or "our"). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with or before use of such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms by this reference.

THESE TERMS OF SERVICE (THESE "Terms") TOGETHER WITH OUR PRIVACY TERMS (AVAILABLE AT www.app.zonagent.com/policy/privacy-policy.html) (THE "Privacy Terms") CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN ZONAGENT AND YOU AND THE ENTITY YOU REPRESENT (COLLECTIVELY, "you") THAT GOVERNS YOUR USE OF THE SERVICES. BY SIGNING UP FOR AN ACCOUNT AND/OR ACCESSING OR USING THE SERVICES, YOU ARE ACCEPTING THESE TERMS ON BEHALF OF THE ENTITY THAT YOU REPRESENT (YOUR "Organization"), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS ON BEHALF OF YOUR ORGANIZATION AND ABIDE BY THEM. YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THESE TERMS IF YOU ARE NOT OF THE AGE OF CONSENT IN YOUR JURISDICTION OR IF YOU, FOR ANY REASON, CANNOT ENTER INTO BINDING CONTRACTS. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS OR USE THE SITE OR SERVICES.

Accounts

2.1 Account Creation. To use certain features of the Site and Services, you must register for an account ("Account") and provide certain information about yourself as prompted by the account registration process. You may not select a username intended to impersonate another person or entity that is subject to the rights of another person or entity, or that is obscene or vulgar. We reserve the right to refuse or cancel registration of any username in our sole discretion. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Zonagent may suspend or terminate your Account in accordance with Section 9 of these Terms.

2.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Zonagent of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. You will not share your Account password or any security questions with any other individual or entity and you will not allow any other individual or entity to use your Account. Zonagent cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are responsible for maintaining an active email account as the "Primary Account Holder" under your account. The email associated with the Primary Account Holder will receive important notices related to your account, which may include renewal reminders and notifications for changes to these terms.

2.3 Order Form; Payment of Fees. The features, functionality, geographic areas, municipalities, locations, zones, usage limits, and/or other ordering details, as well as the applicable fees and rates, you select for access through the Services will be set out in one or more order forms (each, an "Order Form") which you and Zonagent may agree to from time to time. You are responsible for all fees incurred under your Account at the prices set forth in the applicable Order Form. Each Order Form is governed by and incorporates these Terms. If there is a conflict between an Order Form and these Terms, these Terms will control unless the Order Form expressly states (by specific reference) that it is intended to override or supersede the conflicting provision(s) of these Terms.

2.4 Taxes. Prices do not include taxes or duties. If Zonagent is required to pay or collect any local, value added, goods and services taxes, or any other similar taxes or duties arising out of or related to this Agreement (not including taxes based on Zonagent's gross income), then such taxes and/or duties will be billed to and paid by you.

2.5 Price Increases. If you choose to renew your subscription, we reserve the right to increase the fees paid for the Services. We will use commercially reasonable efforts to provide the Primary Account Holder with thirty (30) days' prior notice (via email) of any price increases. If you do not wish for your subscription to renew for any reason, please see Section 9.1 below for directions on how to cancel your subscription. You are responsible for providing us with your most current email address for your Primary Account Holder. In the event that the last email address for your Primary Account Holder that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice to your Primary Account Holder will nonetheless constitute effective by us to you of the price increase.

2.6 Failure to Pay Fees When Due. Failure to pay all amounts owed to us when due may result in suspension or termination of your access to and use of the Site and/or Services until we receive payment in full for all amounts due. We reserve any other rights of collection we may have. If we do not receive any fees their applicable due date, then, without limiting any of our rights or remedies under these Terms (including suspending or terminating your access to or use of the Site and/or Services) or available at law or in equity, those fees shall accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

Access to the Site

3.1 Subscription. Subject to your compliance with these Terms and your payment of all fees due to Zonagent, you may use and access the Services solely for your Organization's internal business purposes for such time as you are permitted by Zonagent as a valid, active, fee-paying user. You may not use the Site or Services for any financial, other commercial, or other similar purpose without the prior written consent of Zonagent in each instance. Except as explicitly stated herein, these Terms do not grant you or your Organization (a) any right to reproduce, modify, distribute, or publicly display or perform the software included in the Services or any portion thereof or (b) any other right to the Services not specifically set forth in these Terms.

3.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access or use the Services in order to build a similar or competitive website, product, or service; (d) you shall not access or use the Site or Services for any timesharing or service bureau purposes or to otherwise provide the Services, in whole or in part, to a third party; and (e) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) or the Services must be retained on all copies thereof. If you access the Services from outside the United States, you are responsible for compliance with foreign and local laws. Zonagent does not provide services to governments, governmental agencies, businesses, individuals, other groups, or any of their agents that are subject to U.S. trade sanctions. By using the Services, you represent and warrant that you are not subject to any U.S. trade sanctions.

3.3 Modification. Zonagent reserves the right, at any time, to modify or suspend the Services (in whole or in part) with or without notice to you. You agree that Zonagent will not be liable to you or to any third party for any modification or suspension of the Site, the Services, or any part thereof. Zonagent also reserves the right to limit the availability of the Services or the provision of the Site to any person, organization, geographic area, or jurisdiction at any time and in its sole discretion.

3.4 Ownership. Excluding any User Inputs that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site, the Services, and its content (including all Outputs) are owned by Zonagent or Zonagent's licensors and suppliers. Neither these Terms (nor your access to the Site or Services) transfers to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 3.1. Zonagent and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

3.5 Feedback. You are under no duty to provide any suggestions, enhancement requests, or other feedback regarding the Services ("Feedback"). If you choose to offer Feedback to us, you hereby grant us a perpetual, irrevocable, non-exclusive, worldwide, fully paid, sub-licensable (at unlimited number of levels), assignable license to incorporate Feedback into the Services or otherwise use any Feedback we receive from you solely to improve our products and services, provided that such Feedback is used in a manner that is not attributable to you. You also irrevocably waive in favor of us any moral rights which you may have in such Feedback pursuant to applicable copyright law or any other laws or regulations. We acknowledge that any Feedback is provided on an "as-is" basis with no warranties of any kind. We will treat any Feedback you provide to us as non-confidential and non-proprietary. You agree that you will not submit to us any information or ideas that you consider to be confidential or proprietary.

Your Use of the Services

4.1 Treatment of Outputs. You acknowledge that the outputs and results generated by the Services (the "Outputs") depend on the information, content, and inputs that you submit or provide to the Services (the "User Inputs"). You assume all risks arising out of or associated with your use of the Outputs, including any reliance on the accuracy, completeness, or fitness for purpose of the Outputs. You may not represent or imply that the Outputs are in any way sponsored, endorsed, or independently verified by Zonagent.

4.2 Acceptable Use Policy. The following terms constitute our "Acceptable Use Policy": You will not (and will not permit others to) (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; (iii) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Site and/or Services), whether through password mining or any other means; (iv) harass or interfere with any other user's use and enjoyment of the Site or Services; or (v) use software or automated agents or scripts to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or Services.

Indemnification

You agree to indemnify, defend (subject to Zonagent's right to exclusively assume the defense at your sole cost and expense), and hold Zonagent and its officers, employees, suppliers, licensors, agents, successors, and assigns (collectively, the "Zonagent Indemnitees") harmless, including costs, expenses, and attorneys' fees, from any claim or demand made by any third party arising out of, in connection with, or related to: (a) your violation of applicable laws or regulations; (b) your infringement or alleged infringement of any intellectual property, proprietary, privacy, or other rights of any other person or entity; (c) your use of any Outputs; and (d) your use of any Third-Party Connections (defined below). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Zonagent Indemnitees, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent, which we may withhold in our sole and exclusive discretion. We will use commercially reasonable efforts to notify you of any such claim, action, or proceeding within a commercially reasonable time upon becoming aware of it.

Third-Party Connections; Release

6.1 Third-Party Connections. The Site may contain links to third-party websites and services (collectively, "Third-Party Connections"). Such Third-Party Connections are not under the control of Zonagent, and Zonagent is not responsible for any Third-Party Connections. Zonagent provides access to these Third-Party Connections only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Connections. You use all Third-Party Connections at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Connections, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction, use, or agreement in connection with such Third-Party Connections and third parties.

6.2 Release. You hereby release and forever discharge Zonagent (and our affiliates, officers, employees, agents, suppliers, licensors, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or Services (including any interactions with, or act or omission of, any Third-Party Connections) except to the extent caused directly by our willful or intentional misconduct. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY." AND TO THE EXTENT APPLICABLE, CORRESPONDING RIGHTS UNDER ANY SIMILAR LAW, RULE, OR REGULATION OF ANY OTHER JURISDICTION.

Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND "WITH ALL FAULTS," AND WE (AND OUR SUPPLIERS AND LICENSORS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, SATISFACTORY QUALITY, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS AND LICENSORS) MAKE NO WARRANTY THAT THE SERVICES OR THE USE AND RESULTS THEREOF, INCLUDING ANY OUTPUTS, WILL MEET YOUR OR ANY THIRD PARTY'S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW BEGINNING ON THE DATE OF YOUR FIRST USE.

RELIANCE ON ANY OUTPUTS OBTAINED FROM THE SERVICES IS STRICTLY AT YOUR OWN RISK. YOU UNDERSTAND, AGREE, AND ACKNOWLEDGE THAT: (I) USE OF THE SERVICES DOES NOT RELIEVE YOU OF RESPONSIBILITY FOR COMPLIANCE WITH LAWS, RULES (INCLUDING ANY APPLICABLE ETHICAL OR PROFESSIONAL RULES), AND REGULATIONS WHILE USING THE SERVICES OR ANY OUTPUTS; (II) USING THE SERVICES IN NO WAY WAIVES YOUR RESPONSIBILITY UNDER ANY LAWS, RULES, OR REGULATIONS OR ABSOLVES YOU OR LIMITS YOUR LIABILITY UNDER ANY SUCH LAWS, RULES, OR REGULATIONS; (III) YOU SHALL NEITHER INQUIRE NOR RELY UPON US FOR ANY LEGAL, ACCOUNTING, TAX, REGULATORY, OR OTHER PROFESSIONAL OR EXPERT ADVICE OF ANY KIND; (IV) YOU ACKNOWLEDGE THAT WE DO NOT HAVE A FIDUCIARY RELATIONSHIP OR SPECIAL RELATIONSHIP WITH YOU; (V) YOU ACKNOWLEDGE AND AGREE THAT ANY ACTION TAKEN IN RELIANCE ON THE OUTPUTS SHALL BE AT YOUR SOLE AND EXCLUSIVE DECISION AND RESPONSIBILITY AND THAT NEITHER WE NOR THE SERVICES SHALL PERFORM MANAGEMENT FUNCTIONS OR MAKE MANAGEMENT DECISIONS FOR YOU OR YOUR ORGANIZATION.

YOU ACCEPT AND AGREE THAT ANY USE OF OUTPUTS FROM THE SERVICES IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON THE OUTPUTS AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. YOU WILL BE SURE TO REVIEW ALL OUTPUTS FOR ACCURACY AND CORRECTNESS EACH TIME YOU USE THE OUTPUTS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZONAGENT (OR OUR SUPPLIERS OR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST INCOME, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOST DATA, CORRUPTION OF DATA, INACCESSIBILITY OF DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, ANY FAILURE, INTERRUPTION, OR DELAY (INCLUDING THE USE OF OR INABILITY TO USE ANY COMPONENT OF THE SERVICES) WHEN ACCESSING OR USING THE SERVICES OR ANY OUTPUTS, BUSINESS INTERRUPTION, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES OF ANY KIND RELATED TO, IN CONNECTION WITH, OR ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE THE SERVICES REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY OR OTHERWISE, EVEN IF ZONAGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES OR OUTPUT IS TO DISCONTINUE USING THE SERVICES OR ACCESSING THE SITE. IN NO EVENT SHALL ZONAGENT'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE WHATSOEVER, REGARDLESS OF THE FORM OF THE ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, LAW, EQUITY, OR OTHERWISE, EXCEED THE AMOUNT YOU HAVE PERSONALLY PAID ZONAGENT FOR PROVIDING SERVICES TO YOU FOR THE THREE (3) MONTHS PRIOR TO THE FIRST ALLEGED ACT CAUSING DAMAGES OR $100.00, WHICHEVER IS GREATER. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. IN NO EVENT SHALL ZONAGENT BE LIABLE FOR ANY DAMAGES BASED UPON THE ACCURACY, COMPLETENESS SECURITY, RELIABILITY, AVAILABILITY, OR ERRORS OF THE SERVICES OR THE OUTPUTS OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. YOU ACKNOWLEDGE THAT ZONAGENT HAS SET ITS FEES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THESE TERMS, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND US. YOU AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES OR THE OUTPUT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Term and Termination; Retention of User Inputs; Suspension

9.1 Term and Termination of Your Subscription. Subject to this Section, these Terms will remain in full force and effect while you access or use the Services. Your subscription will automatically renew for additional one-year periods beginning on the day your initial subscription expires and will continue to automatically renew for such periods thereafter until the Primary Account Holder provides us with notice of your intent not to renew at least 30 days' prior to the applicable renewal. Please contact us at support@zonagent.com to cancel your subscription and prevent automatic renewal. If you have provided us with a payment method for renewals of your subscription, we will automatically charge such payment method. Please see Section 2.5 regarding payment increases for any renewals. If such payment method fails for any reason, we reserve the right to terminate or suspend your access to and use of your Account and the Services until we receive payment in full for all amounts due. If you cancel your subscription prior to renewal, you will continue to have access to your Account and use of the Services until your subscription expires, at which point it will terminate.

9.2 Effect of Termination. Upon termination of these Terms, your Account and right to access and use the Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Inputs associated with your Account from our databases after thirty (30) days of the effective date of the termination or expiration of your subscription. Zonagent will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Inputs.

9.3 Suspension and Termination. Notwithstanding any subscription you have purchased from us, we may suspend or terminate your ability to access or use the Site or Services (including your Account) at any time as necessary for us to comply with applicable law and/or if we reasonably believe that your or your Organization's use of the Services violates these Terms or applicable law or may subject Zonagent to potential liability. Sections 1, 2.2, 2.3, 2.4, 2.5, 3.2, 3.4, 3.5, 4, 6, 7, 8, 9, and 10 shall survive termination of the Services or your use or access to the Services.

General

10.1 Changes. Subject to the notice requirement of this Section 10.1, we, in our sole and absolute discretion, may make changes to these Terms from time to time. If we make any substantial changes to these Terms, we will notify you of such changes by any reasonable means, including by posting the revised Terms on the Site (provided that, for material changes, we will seek to supplement such notice by email, an in-Service pop-up message, or other prominent notice within the Services, or other means). If we choose to supplement the notification of changes to these Terms by sending you an email, we will send the notification email to the last email address you have specified for the Primary Account Holder. You are responsible for providing us with your most current email address for your Primary Account Holder. If the last email address that you have provided us for the Primary Account Holder is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. The date that these Terms were last revised is set forth above. Continued use of our Services following notice of such changes shall be deemed to indicate your acknowledgement and acceptance of such changes and your agreement to be bound by the terms and conditions of such changes. If you do not wish to continue using the Services under the changed terms of these Terms, you must terminate your subscription prior to the applicable renewal date or within thirty (30) days of the "Date of Last Revision" set forth at the top of these Terms, whichever event occurs first. Please see Section 9.1 for directions on how terminate your subscription.

10.2 Class Action Waiver; Jury Trial Waiver; Use Outside of the United States of America; and Dispute Resolution.

PLEASE READ THIS SECTION 10.2 (INCLUDING ITS SUBSECTIONS) CAREFULLY. IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND INCLUDES A WAIVER OF CLASS ACTION AND RIGHT TO JURY TRIAL.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 10.2 MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Waiver of Jury Trial. YOU AND ZONAGENT HEREBY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, SERVICES, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Use Outside of the United States. The Services are operated by us from our offices within the United States of America. We make no representation that the Services are appropriate or available for use in other locations, and access to the Services from territories where the access to or use of the Services may be illegal is prohibited. Those who choose to access or use the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.
Notice Requirement and Informal Dispute Resolution. Except for Zonagent seeking emergency injunctive relief, before either party may seek to file suit against the other party, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Zonagent should be sent to: support@zonagent.com or Zonagent, Inc., or 3847 Medlock Bridge Rd, #346, Peachtree Corners, GA 30092. After the Notice is received, you and Zonagent must attempt to resolve the claim or dispute informally. If you and Zonagent do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin a legal proceeding.
Choice of Law and Venue for Litigation. To the maximum extent permitted by applicable law, you consent to these Terms and any claims relating to the information, Services, or products made available through the Site and/or Services will be governed by the laws of the State of Georgia, U.S.A., excluding the application of its conflicts of laws rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in Fulton County, Georgia.
Time Limit on Claims Against us. To the maximum extent permitted by applicable law, you agree that regardless of any statute or law to the contrary any claim or clause of action arising out of or related to your access to or use of the Services, or these Terms with us must be filed within one (1) year after such claim arose.

10.3 Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Zonagent, or any products utilizing such data, in violation of the United States export laws or regulations.

10.4 Electronic Communications. The communications between you and Zonagent use electronic means, whether you use the Site or send us emails, or whether Zonagent posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Zonagent in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Zonagent provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.5 Miscellaneous. These Terms, the Privacy Terms, and any Order Form(s) you enter into with us constitute the entire agreement between you and us regarding the use of the Services and supersede any existing or previous agreements, including, without limitation, any pilot or trial terms. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The words "include," "includes," and "including" are hereby deemed to be followed by the phrase "without limitation." The word "will" is hereby deemed to be construed to have the same meaning and effect as the word "shall." The term "or" will be interpreted in the inclusive sense commonly associated with the term "and/or." Any definition of or reference to any agreement, instrument, or other document herein will be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein). References to any specific law, rule or regulation, or section or other division thereof, will be deemed to include the then-current amendments thereto or any replacement or successor law, rule or regulation thereof. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Zonagent is that of an independent contractor, and neither party is an agent or partner of the other. You acknowledge and agree that in no event shall Zonagent owe you any enhanced or special duties, express or implied, in fact or by law, whether referred to as a special relationship, fiduciary, relationship or otherwise. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zonagent's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Zonagent may freely assign these Terms without your prior consent. The terms and conditions set forth in these Terms shall be binding upon assignees. You agree that for any document or electronic information delivered through the Services that by "clicking" on the designated spaces in or relating to such document shall be deemed to be "in writing" and to have been "signed" and delivered for all purposes by you. Any record of such confirmation (including electronic records) shall be deemed to be "in writing." You further agree that you shall not contest the legally binding nature, validity or enforceability of any document or confirmation based on the fact that it has been executed by "clicking" on the designated spaces and expressly waives all rights you may have to assert such a claim.

10.6 Force Majeure. We shall not be responsible to you, your Organization, or any third party entity or individual for any delay or failure in any performance due to acts of God, war, warlike conditions, blockade, embargoes, riots, government action, labor disturbances, unavailability of anticipated usual means of supplies, wrecks, epidemics, pandemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond our commercially reasonable control.

10.7 Copyright/Trademark Information. Copyright © 2025 Zonagent, Inc. All rights reserved. All trademarks, logos, and service marks ("Marks") displayed on the Site or within the Services are our property or the property of third parties. You are prohibited from using these Marks without our prior written consent or the consent of such third party which may own the Marks.

10.8 Contact Information.

Address:

Zonagent, Inc.

3847 Medlock Bridge Rd, #346

Peachtree Corners, GA 30092

Email: support@zonagent.com

Last revised on: January 11, 2026

Introduction

Accounts

Access to the Site

Your Use of the Services

Indemnification

Third-Party Connections; Release

Disclaimers

OUR AFFILIATES, SUPPLIERS, AND LICENSORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS SECTION.

Limitation of Liability

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Term and Termination; Retention of User Inputs; Suspension

General

10.2 Class Action Waiver; Jury Trial Waiver; Use Outside of the United States of America; and Dispute Resolution.

PLEASE READ THIS SECTION 10.2 (INCLUDING ITS SUBSECTIONS) CAREFULLY. IT LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US AND INCLUDES A WAIVER OF CLASS ACTION AND RIGHT TO JURY TRIAL.

Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS SECTION 10.2 MUST BE LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE LITIGATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Waiver of Jury Trial. YOU AND ZONAGENT HEREBY EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, SERVICES, OR ANY TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (D) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Use Outside of the United States. The Services are operated by us from our offices within the United States of America. We make no representation that the Services are appropriate or available for use in other locations, and access to the Services from territories where the access to or use of the Services may be illegal is prohibited. Those who choose to access or use the Services from other locations do so, on their own initiative and are responsible for compliance with applicable local laws.
Notice Requirement and Informal Dispute Resolution. Except for Zonagent seeking emergency injunctive relief, before either party may seek to file suit against the other party, the party must first send to the other party a written notice of dispute ("Notice") describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Zonagent should be sent to: support@zonagent.com or Zonagent, Inc., or 3847 Medlock Bridge Rd, #346, Peachtree Corners, GA 30092. After the Notice is received, you and Zonagent must attempt to resolve the claim or dispute informally. If you and Zonagent do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin a legal proceeding.
Choice of Law and Venue for Litigation. To the maximum extent permitted by applicable law, you consent to these Terms and any claims relating to the information, Services, or products made available through the Site and/or Services will be governed by the laws of the State of Georgia, U.S.A., excluding the application of its conflicts of laws rules. You agree that venue for all actions, relating in any manner to these Terms, will be in a federal or state court of competent jurisdiction located in Fulton County, Georgia.
Time Limit on Claims Against us. To the maximum extent permitted by applicable law, you agree that regardless of any statute or law to the contrary any claim or clause of action arising out of or related to your access to or use of the Services, or these Terms with us must be filed within one (1) year after such claim arose.

10.8 Contact Information.

Address:

Zonagent, Inc.

3847 Medlock Bridge Rd, #346

Peachtree Corners, GA 30092

Email: support@zonagent.com