Terms of Service

01. Definitions

The following terms, when used in this Agreement will have the following meanings:

02. Proving Platform

1. Account Registration. End User may need to register for a RISC Zero account in order to access and use certain portions of the Proving Platform. Account information must be accurate, current, and complete. End User agrees to keep this information up-to-date so that RISC Zero may send notices, statements, and other information by email or through End User’s account. End User must ensure that any user IDs, passwords, and other access credentials for the Proving Platform are kept strictly confidential and not shared with any unauthorized person.

2. License to Proving Platform. Subject to the terms and conditions of this Agreement, RISC Zero hereby grants End User a non-exclusive, non-transferrable, non-sublicensable right to access and use the Proving Platform set forth in the corresponding Order Form for its internal business purposes. To the extent RISC Zero has provided End User with any RISC Zero Distributed Code, rights granted in this Section further include the right to install and run the relevant RISC Zero Distributed Code in connection with End User’s use of the Proving Platform. In addition, any RISC Zero OSS Code will be licensed to End User pursuant to the terms and conditions of the applicable open source license, rather than pursuant to this Agreement.‍

3. Free Access Subscriptions. RISC Zero may provide End User with the Proving Platform for free or on a trial basis (“Free Access Subscriptions”). RISC Zero makes no promises that any Free Access Subscriptions will be made available under the same commercial or other terms. RISC Zero may terminate End User’s right to use any Free Access Subscriptions at any time in RISC Zero’s sole discretion without liability. Any Free Access Subscriptions are provided by RISC Zero “AS-IS” without any warranties, representations, indemnification obligations, or support obligations.‍

4. End User Responsibilities. End User will (a) be responsible for all use of the Proving Platform under its account; (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Proving Platform and notify RISC Zero promptly of any such unauthorized access or use or any other known or suspected breach of security or misuse of the Proving Platform; (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Proving Platform, including as set forth in the Documentation; and (d) obtaining all rights, consents, and permissions necessary for RISC Zero to process any End User Data in connection with the activities contemplated under this Agreement. End User will be solely responsible for its failure to maintain such equipment, software and services, and RISC Zero will have no liability for such failure (including under any service level agreement). ‍

5. Restricted Entities; Export Control. End User may not use or access the Proving Platform, except as authorized by United States law, the laws of the jurisdiction in which End User has used or accessed the Proving Platform and any other applicable laws and regulations. In addition, End User represents and warrants that (a) it is not located in a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country (including but not limited to Russia, Belarus, Syria, North Korea, Iran, Cuba, Iraq, Afghanistan, Venezuela, Sudan, South Sudan, the Crimea region, the Donetsk region, or the Luhansk region); and (b) it is not listed on any U.S. Government list of prohibited or restricted parties (including but not limited to the Specially Designated Nationals and Blocked Persons List) (collectively, “Restricted Entities”). End User will implement appropriate measures to ensure that it does not use the Proving Platform to conduct transactions or otherwise do business with any Restricted Entities.‍

6. Third-Party Products. If End User uses Third-Party Products in connection with the Proving Platform (such as through integrations made available by RISC Zero), End User agrees and acknowledges that RISC Zero does not warrant or support Third-Party Products and disclaims all responsibility and liability for these items and their use in connection with the Proving Platform.‍

7. Affiliates. Any Affiliate of End User will have the right to enter into an Order Form executed by such Affiliate and RISC Zero and this Agreement will apply to each such Order Form as if such Affiliate were a signatory to this Agreement. With respect to such Order Forms, such Affiliate becomes a party to this Agreement and references to End User in this Agreement are deemed to be references to such Affiliate. Each Order Form is a separate obligation of the End User entity that executes such Order Form, and no other End User entity has any liability or obligation under such Order Form.‍

03. Fees

1. Fees. To the extent any portions of the Proving Platform (including related support or other ancillary services) are made available for a fee, End User will pay RISC Zero the amounts as set forth in the Order Form. Except as otherwise specified herein or in any applicable Order Form, (a) fees are quoted and payable in United States dollars and (b) payment obligations are non-cancelable and non-pro-ratable for partial months, and fees paid are non-refundable.

2. Credit Card Payment Terms. If End User elects to pay via credit card, then End User is responsible for either (a) enabling auto-recharge on End User’s payment instrument or (b) ensuring that End User’s payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, End User has a negative balance on its payment account, then RISC Zero reserves the right to suspend access to the paid services until all fees are paid in full. End User hereby authorizes RISC Zero to charge End User’s designated credit card account (or other means of payment) for the fees set forth in the corresponding Order Form. ‍

3. Invoicing Payment Terms. If End User elect to receive invoices and RISC Zero approves End User for the same, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, End User will make all of the undisputed fees hereunder within fourteen (14) days of the date of the invoice. ‍

4. Suspension; Late Payment. RISC Zero may suspend access to the Proving Platform immediately if End User fails to pay any amounts hereunder at fourteen (14) days past the applicable due date or if End User is in breach of Sections 2.5, 2.6, or 5.2 of this Agreement. If RISC Zero has not received payment within fourteen (14) days after the applicable due date, interest will accrue on past due amounts at the rate of one percent (1%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by RISC Zero. In addition, End User will be liable to RISC Zero for all costs incurred by RISC Zero in its collection of any amounts owed by End User, which are not paid when due, including, without limitation, collection agency fees or reasonable attorneys’ fees and expenses.‍

5. Taxes. All amounts payable hereunder are exclusive of any sales, use and other taxes or duties, however designated (collectively “Taxes”). End User will be solely responsible for payment of all Taxes, except for those taxes based on the income of RISC Zero. End User will not withhold any taxes from any amounts due to RISC Zero.

04. Proprietary Rights & Confidentiality

1. End User Data. End User will retain all right, title and interest to its End User Data and all output provided to End User from its use of the Proving Platform. End User warrants that it has all rights necessary to provide any information, data or other materials that it provides hereunder, and to permit RISC Zero to use the same as contemplated hereunder.

2. Proprietary Rights. As between the parties, RISC Zero exclusively owns all right, title and interest in and to the Proving Platform, RISC Zero Distributed Code, RISC Zero OSS Code, System Data and RISC Zero’s Confidential Information (“RISC Zero Materials”). End User exclusively owns all right, title and interest in and to the End User Data (excluding any RISC Zero Materials). “System Data” means data collected by RISC Zero regarding the Proving Platform that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Proving Platform.‍

3. Feedback. End User may from time to time provide RISC Zero suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Proving Platform. RISC Zero will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. RISC Zero will have the full, unencumbered right, without any obligation to compensate or reimburse End User, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

05. Confidentiality; Restrictions‍

1. Confidentiality. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (a) to its employees, officers, directors, attorneys, auditors, financial advisors and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

2. End User Restrictions. End User will not directly or indirectly: (a) reverse engineer, decompile, disassemble, modify, create derivative works of or otherwise create, attempt to create or derive, or permit or assist any third party to create or derive, the source code underlying the Proving Platform; (b) attempt to probe, scan or test the vulnerability of the Proving Platform, breach the security or authentication measures of the Proving Platform without proper authorization or willfully render any part of the Proving Platform unusable; (c) use or access the Proving Platform to develop a product or service that is competitive with RISC Zero’s products or services or engage in competitive analysis or benchmarking; (d) transfer, distribute, resell, lease, license, or assign the Proving Platform or otherwise offer the Proving Platform on a standalone basis; (e) upload any information that constitutes “personal information”, “personal data” or “personally identifiable information” as defined in applicable laws; (f) use the Proving Platform for applications that violate any applicable laws, rules, or regulations concerning the integrity of trading markets or concerning the trading of securities or derivatives, or for applications in which the failure of the Proving Platform could lead directly to death, personal injury, or severe physical or environmental damage (“Restricted Activities”) or (g) otherwise use the Proving Platform in violation of applicable law (including any export law) or outside the scope expressly permitted hereunder and in the applicable Order Form. Unless End User and RISC Zero have entered into a separate addendum relating to Regulated Data, End User will not upload or request RISC Zero process any Regulated Data or otherwise use the Proving Platform in a manner that subjects RISC Zero to compliance requirements with laws, regulations and industry standards applicable to Regulated Data.

06. Disclaimers

07. Limitation of Liability; Idemnification

1. Limitation of Liability. UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL (A) RISC ZERO BE LIABLE UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, EVEN IF A REPRESENTATIVE OF RISC ZERO HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) RISC ZERO BE LIABLE FOR ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY END USER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER. ‍

2. Indemnification. End User agrees to defend, indemnify, and hold harmless RISC Zero from and against any claims, actions or demands, including, without limitation, all related liabilities, damages, costs, expenses, and reasonable legal and accounting fees, arising or resulting from End User’s breach of the Agreement or End User’s access to, use or misuse of the Proving Platform. RISC Zero will provide notice to End User of any such claim, suit, or proceeding. RISC Zero reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, End User agrees to cooperate with any reasonable requests assisting RISC Zero’s defense of such matter.

08. Term,Termination

1. Paid Subscription or Services. If End User has purchased any products, support, or services from RISC Zero pursuant to an Order Form, this Agreement will be in effect for the term set forth in the Order Form and automatically renew for additional, successive renewal terms of equal length unless either party provides the other party with written notice of non-renewal at least thirty (30) days before the end of the then-current renewal term. In addition, each party may each terminate this Agreement if the other party fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach.‍

2. Free Access Subscriptions. If End User is accessing the Proving Platform via a Free Access Subscription and has not otherwise agreed to purchase any other support or services, each party may terminate this Agreement upon written notice to the other party. ‍

3. Effect of Termination; Survival. Upon termination of this Agreement all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including the End User Restrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability and termination and the general provisions below. To the extent RISC Zero has provided End User with any RISC Zero Distributed Code, End User must stop using any installed RISC Zero Distributed Code within thirty (30) days following termination this Agreement and must destroy any copies of RISC Zero’s Confidential Information within End User’s control. In addition, RISC Zero will use commercially reasonable efforts to delete all End User Data in its possession within thirty (30) days’ following termination of this Agreement.

09. General

1. Export Compliance. Each party will comply with the export laws and regulations of the United States, European Union and other applicable jurisdictions in providing and using the Proving Platform.‍

2. Publicity. End User agrees that RISC Zero may refer to End User’s name, logo, and trademarks in RISC Zero’s marketing materials and website; however, RISC Zero will not use End User’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies) without End User’s prior written consent (which may be by email) not to be unreasonably delayed. ‍

3. Assignment; Delegation. Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.‍

4. Modifications. RISC Zero may update the terms of this Agreement from time to time. RISC Zero will provide End User with written notice of any material updates at least fifteen (15) days prior to the date the updated version of this Agreement is effective, unless such material updates result from changes in laws, regulations, or requirements from telecommunications providers. Notices for material updates to the terms of this Agreement will be given in accordance with Section 9.9 (Notices). Following such notice, End User’s continued use of the Proving Platform on or after the date the updated version of this Agreement constitutes End User’s acceptance of the updated version of this Agreement. The updated version of this Agreement supersedes all prior versions. If End User does not agree to the updated version of this Agreement, End User must stop using the Proving Platform immediately. ‍

5. No Waiver. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any such waiver will be only to the specific provision and under the specific circumstances for which it was given, and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. ‍

6. Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.‍

7. Unenforceability. If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.‍

8. Governing Law. This Agreement will be governed by the laws of the State of Delaware, exclusive of its rules governing choice of law and conflict of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.‍

9. Notices. Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to the End User may be sent to the address listed on the End User’s applicable Order Form or email address provided by End User when End User creates its account for use of the Proving Platform. Notices to RISC Zero must be sent to the following: RISC Zero, Inc., 2033 6th Ave Suite 600 Seattle, WA 98121, Attn: Legal.‍

10. Entire Agreement. This Agreement comprises the entire agreement between End User and RISC Zero with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements (oral and written). No oral or written information or advice given by RISC Zero, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.‍

11. Force Majeure. Neither party will be deemed in breach hereunder for any cessation, interruption or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber-attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment or decree.‍

12. Government Terms. RISC Zero provides the Proving Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If End User is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Proving Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited and no rights than those provided in this Agreement are conferred. The Proving Platform was developed fully at private expense.