End User License Agreement

• Software means any Z7 application, platform, web service, model, dashboard, integration, script, or accompanying documentation made available to you.
• Custom Dashboard means the Z7 Private AI web application instance configured for a Customer (for example, a navigation portal through which authorized users access AI features).
• Z7 Platform IP means the underlying frameworks, source code, model architectures, fine-tuned model weights, data loss prevention engines, safety harnesses, training data, methodologies, and know-how that Z7 uses to build and operate the Software.
• Customer Data means data, content, and configuration that you or your authorized users submit to or generate within the Software.
• Output means any text, recommendation, classification, summary, score, or other result generated by an AI model or the Software in response to your inputs.
• Internal Application means Software that Z7 operates solely for its own business operations and that is not made available to external customers, such as the z7ai QuickBooks Online integration.

Subject to your compliance with this Agreement and payment of all applicable fees, Z7 grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Software for your internal business purposes during the applicable term.

For a Z7 Private AI deployment specifically: you own your Custom Dashboard instance, your Customer Data, and your branding and configuration, and you receive a perpetual license to operate your deployed Custom Dashboard instance. You do not acquire any ownership of the Z7 Platform IP. The fine-tuned models, data loss prevention engine, and safety harnesses are licensed to you on a leased, subscription basis and remain the exclusive property of Z7.

Business use only. The Software is offered only to businesses, government entities, schools, and other organizations, and to individuals acting on their behalf, for business or institutional purposes. It is not offered for personal, family, or household use. If you accept this Agreement for an organization, you represent that you are authorized to bind it, and "you" means that organization. You are responsible for your authorized users' compliance with this Agreement.

Internal Applications, including the z7ai QuickBooks Online integration, are operated by Z7 for its own accounting and business operations. They are not offered to, accessed by, or licensed to external end users. References to such Internal Applications in this Agreement exist solely to satisfy third-party platform listing requirements and to document Z7's own use.

You shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, model weights, or training data of the Software; (b) extract, distill, copy, or recreate any Z7 model or its outputs for the purpose of training or building a competing model; (c) resell, rent, lease, sublicense, distribute, or provide the Software to any third party except as expressly permitted; (d) remove or alter any proprietary notices; (e) circumvent or disable any security, usage, licensing, or access control mechanism; (f) use the Software in violation of applicable law; (g) continue operating leased models or components after the associated license or maintenance has lapsed; or (h) use the Software in violation of the Z7 Acceptable Use Policy at https://z7solutions.com/aup/, which applies to the Software as it applies to Z7 Services.

Z7 retains all right, title, and interest in and to the Z7 Platform IP, including all intellectual property rights therein. No rights are granted except as expressly stated in this Agreement. The Z7 model weights, training data, fine-tuning methodology, data loss prevention logic, and safety routing logic are confidential trade secrets of Z7. You acquire no ownership of any Z7 model or framework by using, leasing, or hosting it, including where it runs on hardware you own or control.

You acknowledge and agree that any breach or threatened breach of the intellectual property, trade-secret, restriction, or confidentiality terms of this Agreement would cause Z7 irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedy available at law or in equity, Z7 is entitled to seek injunctive and other equitable relief to prevent or stop such a breach, without the need to post a bond or other security and without having to prove actual damages.

As between the parties, you own your Customer Data. You grant Z7 a limited license to process Customer Data solely to provide, maintain, secure, and improve the Software, and, where you have authorized it, to fine-tune models for your benefit. Where Customer Data includes personal data, the Z7 Data Processing Addendum at https://z7solutions.com/data-processing-addendum/ governs Z7's processing of that personal data, including the limits on model training in its Section 4A, and controls over this Section in any conflict. Z7's handling of the account and contact information it collects about you and your users is described in the Z7 Privacy Policy at https://z7solutions.com/privacy-policy/, which is incorporated by reference.

AI and model Output may be inaccurate, incomplete, outdated, biased, or fabricated, and may not reflect current facts or your specific circumstances. Output is provided for decision-support purposes only and does not constitute professional, legal, medical, clinical, financial, tax, accounting, engineering, or other regulated advice, and it is not a substitute for the judgment of a qualified professional.

You are solely responsible for reviewing, verifying, and validating all Output before relying on or acting on it, and for maintaining appropriate human review and oversight of any use of the Software. You assume all risk arising from your use of the Software and any Output. To the maximum extent permitted by law, Z7 has no liability for any decision, action, inaction, or outcome based on or derived from the Output, and you agree not to use the Software as the sole basis for any decision that has a legal, financial, safety, health, or similarly significant effect on any person.

If you use the Software or its Output to make, or as a substantial factor in making, a decision about an individual's education, employment, housing, credit, insurance, health care, legal services, or access to government services, you are responsible for the notices, explanations, opportunities for human review, appeals, and assessments that laws governing automated decision-making require of the organization that makes the decision. Z7 will provide the documentation about the Software that those laws require a developer to provide.

You are solely responsible for your own regulatory and legal compliance, including any obligations you may have under the Health Insurance Portability and Accountability Act (HIPAA), the Family Educational Rights and Privacy Act (FERPA), 42 CFR Part 2, state and local privacy and data-protection laws, and any other laws, regulations, industry standards, or contractual obligations that apply to you. You are responsible for determining whether the Software is appropriate for your use case, for configuring and using the Software in a manner consistent with your obligations, and for obtaining any consents, notices, or authorizations required for the data you submit.

The Software provides tools and decision-support capabilities. Z7 does not provide a guarantee of compliance, a legal or regulatory determination, or a warranty that your use of the Software satisfies any particular law, regulation, or standard. Any compliance-related feature, label, mapping, or report is informational only and does not constitute legal advice or certification.

If you are a school, school district, or other education organization and you use the Software with information about students, you are responsible for your obligations under FERPA, the Children's Online Privacy Protection Act (COPPA), and state student privacy laws, including any notices, consents, or authorizations those laws require, and the Software may be used with student information only under a signed agreement with Z7 that addresses that information. The Software is not directed to children, and children may use it only as those laws allow and under your direction.

You are responsible for safeguarding your own credentials, authentication factors, access controls, user accounts, devices, endpoints, and network, and for promptly disabling access for users who should no longer have it. You are responsible for the lawful basis for, and the accuracy and legality of, any Customer Data or content you submit to the Software.

Z7 is not liable for any loss, corruption, or unauthorized access to data resulting from your misconfiguration, your compromised or shared credentials, your failure to apply updates, patches, or maintenance, or the acts or omissions of your users or third parties you authorize. Z7 will handle any security incident affecting personal information in the manner, and within the timeframes, required by applicable law and by any signed agreement or the Data Processing Addendum, and Z7's breach-related obligations are limited to those that applicable law and those documents require.

You shall indemnify, defend, and hold harmless Z7 and its officers, members, managers, employees, agents, and affiliates (each a "Z7 Indemnified Party") from and against any and all third-party claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) arising out of or relating to: (a) your use of or access to the Software; (b) your Customer Data, content, or configuration; (c) the acts or omissions of your users or anyone using your credentials or your instance; (d) your violation of any law, regulation, or third-party right; (e) your breach of this Agreement; or (f) any claim that your Customer Data, content, or use of the Software infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any third party.

Z7 will provide you with prompt written notice of any claim subject to indemnification, allow you to control the defense and settlement of the claim (provided that any settlement that imposes a non-monetary obligation on, or admits fault by, a Z7 Indemnified Party requires that party's prior written consent), and provide reasonable cooperation at your expense. Z7 may participate in the defense with counsel of its own choosing at its own expense.

Fees, lease rates, and maintenance terms are set out in the applicable order form, Statement of Work, or pricing schedule. Maintenance is required for any leased model or component to remain active and supported. If maintenance lapses or fees are unpaid, support ceases and the leased models, data loss prevention engine, and safety harnesses may be deactivated, while your owned Custom Dashboard instance and your Customer Data remain yours. Z7 may suspend access for non-payment or for use that threatens the security or integrity of the Software.

The Software may interoperate with third-party services, including Intuit QuickBooks Online, Microsoft, and Google. Your use of those services is governed by their own terms and privacy policies. Z7 is not responsible for third-party services.

THE SOFTWARE, INCLUDING ALL MODELS AND OUTPUT, IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. Z7 DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE SOFTWARE OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PURPOSE. Z7 MAKES NO GUARANTEE OF ANY LEVEL OF UPTIME, AVAILABILITY, OR PERFORMANCE EXCEPT AS EXPRESSLY SET OUT IN A SEPARATE SIGNED SERVICE LEVEL AGREEMENT. AI OUTPUT IS DECISION-SUPPORT ONLY AND IS NOT PROFESSIONAL, LEGAL, MEDICAL, CLINICAL, FINANCIAL, OR OTHER REGULATED ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, Z7'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SOFTWARE OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY YOU TO Z7 FOR THE APPLICABLE SOFTWARE DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS AND EXCLUSIONS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. NOTHING IN THIS AGREEMENT LIMITS LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, AND THE LIMITATIONS ABOVE APPLY ONLY TO THE EXTENT THE LAW PERMITS.

This Agreement applies for as long as you access or use the Software. Z7 may terminate or suspend this Agreement or any license if you materially breach it and fail to cure within fifteen days of notice. Upon termination, your license to access the Software ends, leased models and components are deactivated, and each party's obligations that by their nature should survive will survive as described in Section 24. You retain your Customer Data and your owned Custom Dashboard instance, subject to any unpaid amounts.

Each party shall protect the other party's confidential information with at least reasonable care and shall not disclose it except to those who need to know and are bound by confidentiality obligations. The Z7 Platform IP is the confidential information and trade secret of Z7.

You shall use the Software in compliance with all applicable laws, including export control and sanctions laws, and shall not use the Software in any jurisdiction or for any purpose prohibited by such laws.

Z7 shall not be liable for any failure or delay in performance to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, severe weather, epidemic or pandemic, war, terrorism, civil unrest, labor disputes, governmental action, failures or interruptions of the internet, telecommunications, hosting, cloud, power, or other utilities, denial-of-service or other malicious attacks, and failures of third-party services or suppliers. Performance obligations affected by such an event are suspended for the duration of the event.

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

Z7 may assign or transfer this Agreement, in whole or in part, including in connection with a financing, merger, acquisition, reorganization, or sale of all or substantially all of its assets or business, without your consent. You may not assign or transfer this Agreement or any of your rights or obligations under it, by operation of law or otherwise, without Z7's prior written consent. Any attempted assignment in violation of this section is void. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

This Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous understandings, communications, and agreements on that subject matter. If a separately signed Master Services Agreement, Statement of Work, or order form exists between the parties, that signed agreement controls to the extent of any conflict with this Agreement, and this Agreement supplements it as to matters it does not address.

Notices to Z7 under this Agreement must be in writing and sent to Z7 Solutions LLC, 7380 W. Sand Lake Rd, Suite 500-110, Orlando, FL 32819, Attention: Legal, with a copy by email to legal@z7solutions.com. Z7 may provide notices to you by email to the address associated with your account or by posting within the Software.

No failure or delay by a party in exercising any right under this Agreement operates as a waiver of that right, and no single or partial exercise of any right precludes any further exercise of it. A waiver is effective only if in writing and signed by the waiving party. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, it will be severed, and the remaining provisions will continue in full force and effect. Except where expressly stated to be exclusive, all remedies under this Agreement are cumulative and in addition to any other remedy available at law or in equity.

The provisions that by their nature should survive termination or expiration of this Agreement will survive, including the definitions and the sections addressing restrictions, intellectual property and trade secrets, equitable relief, AI output and assumption of risk, compliance responsibility, security responsibilities, customer indemnification, fees and amounts owed, warranties and disclaimers, limitation of liability, confidentiality, dispute resolution, the jury-trial and class-action waivers, and these general provisions.

This Agreement is governed by the laws of the State of Florida, USA, without regard to its conflict of laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Orange County, Florida for any dispute not subject to a separate signed agreement, except as Section 26 provides for government Customers.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT ANY DISPUTE WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING, AND EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION RELATING TO THIS AGREEMENT OR THE SOFTWARE.

The Software and any related documentation are "commercial products," "commercial computer software," and "commercial computer software documentation," as those terms are defined in FAR 2.101 and used in FAR 12.212 and DFARS 227.7202. A United States government end user acquires only the rights in the Software granted to all other Customers under this Agreement, consistent with those regulations. For a United States federal government Customer, this Agreement is governed by applicable federal law, and any term that federal law makes unenforceable against the government, including those described in FAR 52.212-4(u) and, for GSA orders, GSAR 552.212-4(w), does not bind the government, while the rest of this Agreement continues to apply. For a state or local government Customer, where the Customer's governing law prohibits it from accepting a term of this Agreement, such as indemnification, a liability cap that runs against the Customer, Florida law or venue, or a jury or class waiver, that term applies only to the extent that law permits, and the rest of this Agreement continues in force. Nothing in this Agreement waives a government Customer's sovereign immunity. No additional or different government rights apply unless required by law and agreed to by Z7 in a separate signed writing.

Z7 may update this Agreement from time to time by posting the updated version at https://z7solutions.com/eula/ with a new version number and date. Changes apply going forward. A material change takes effect 30 days after it is posted, unless a change is required by law to take effect sooner, and continued use of the Software after a change takes effect constitutes acceptance. A change to a separately signed agreement requires a writing signed by both parties.

Z7 Solutions LLC, 7380 W. Sand Lake Rd, Suite 500-110, Orlando, FL 32819. Email: legal@z7solutions.com. Phone: 1-844-Z7-IT-NOW (1-844-974-8669).