ZipLabs Data Services Agreement (TOS)

1. Scope; Services

ZipLabs provides:

1. API-delivered data; and/or
2. Flat file ("Data Flat") deliveries (together, the "Data")

This Agreement governs access to and use of the Data.

2. Term; No Auto-Renewal

The term is the fixed period stated in your order (the "Term"). This Agreement does not auto-renew. Any extension or new term requires a new written order or amendment signed by both parties.

3. Data License (API & Data Flats)

3.1 License Grant

During the Term, ZipLabs grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Data solely for Customer's internal business purposes and for permitted display within Customer's product to authorized end users as outlined below.

3.2 API Credits (if applicable)

If Customer purchases an API credit plan, requests decrement credits. When credits are exhausted, requests may be rate-limited or rejected until additional credits are purchased. (No overage fees; no "billable status code" definition.)

3.3 Caching & Display

Unless expressly authorized in an order:

1. Caching of API-returned Data is permitted only as long as necessary to perform allowed operations or maintain feature functionality;
2. Single end-user rule: Data returned in an API match may be displayed to one (1) end user tied to the triggering event and may not be broadly re-served, exported, or made available for bulk retrieval.

3.4 Prohibited Uses

No (i) resale, sublicensing, or third-party access to Data except as expressly permitted; (ii) bulk download or programmatic access that exposes a material portion of ZipLabs’ datasets; (iii) reverse engineering, scraping of ZipLabs endpoints, removal of notices, or building a product that is substantially similar to or competes with core ZipLabs datasets; (iv) uses barred by the ADUP (link in your order). Customer must flow down these restrictions to any downstream recipients of Data.

3.5 FCRA Notice

ZipLabs is not a "consumer reporting agency," and the Data are not "consumer reports." FCRA-regulated uses (e.g., employment, credit, housing, insurance eligibility) are prohibited.

3.6 Sanctions / PADFA

Customer will not transfer or provide access to Data to any foreign adversary jurisdiction or entity controlled by a foreign adversary and will not process Data in those locales, consistent with the Protecting Americans' Data from Foreign Adversaries Act of 2024 and related guidance.

4. Privacy; Subject Requests; Transfers

4.1 Privacy Policy

Processing of personal data is subject to ZipLabs' Privacy Policy (including subject/opt-out handling), incorporated by reference: https://www.ziplabs.ai/privacy-policy. Customer agrees to honor subject requests relayed by ZipLabs and to surface to ZipLabs any subject requests it receives that implicate ZipLabs-sourced Data, consistent with that policy.

4.2 DPA & SCCs (if applicable)

Where required by law, the parties will execute a Data Processing Agreement and, for cross-border transfers, the EU Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914) (and UK addendum/IDTA as applicable).

5. Fees; Taxes; Billing; Refunds

5.1 Fees & Billing

Fees and billing cadence are as stated in your order. Invoices are due upon receipt unless otherwise stated.

5.2 Late Fees

Overdue amounts accrue 1.5% per month (or the maximum permitted by law).

5.3 Taxes

Fees are exclusive of taxes; Customer is responsible for sales, use, VAT/GST, and similar taxes (excluding taxes on ZipLabs' income).

5.4 Refunds

All sales are final unless ZipLabs agrees otherwise in writing.

6. Confidentiality

Each party will protect the other's Confidential Information with at least reasonable care; use it only to perform under this Agreement; and delete/return it upon request, subject to legal/archival exceptions.

7. IP Ownership

As between the parties, ZipLabs owns all rights in the Data and related IP; Customer owns Customer-provided data. No rights are granted except as expressly stated.

8. Warranties; Disclaimers

THE DATA ARE PROVIDED "AS IS" AND AS AVAILABLE. ZIPLABS DISCLAIMS ALL WARRANTIES (INCLUDING MERCHANTABILITY, FITNESS, NON-INFRINGEMENT, ACCURACY, UNINTERRUPTED OR ERROR-FREE OPERATION) TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Indemnification

9.1 By ZipLabs

ZipLabs will defend and indemnify Customer against third-party claims alleging that authorized use of the Data infringes a U.S. IP right, excluding claims due to:

1. use outside scope;
2. modifications not by ZipLabs;
3. combinations with items not provided by ZipLabs; or
4. continued use after notice of replacement/cease-use.

9.2 By Customer

Customer will defend and indemnify ZipLabs against claims arising from:

1. Customer's use of Data in violation of law or this Agreement (including FCRA-barred uses and sanctions/PADFA restrictions);
2. Customer-provided data/content; or
3. unauthorized sharing or security failures in Customer's environment.

9.3 Mitigation

ZipLabs may procure rights, modify, or replace Data elements; if not feasible, ZipLabs may terminate the affected feature and refund prepaid fees proportionate to the unused portion for that feature.

10. Liability

10.1 Cap

Except for Customer's payment obligations, violations of Section 3 (Use Restrictions), or a party's indemnification obligations, each party's aggregate liability is capped at fees paid or payable in the six (6) months preceding the claim under the affected order.

10.2 Exclusions

Neither party is liable for indirect, incidental, consequential, special, exemplary, or lost-profits damages to the extent permitted by law.

11. Termination; Data Deletion; Injunctive Relief

11.1 For Cause

Either party may terminate on written notice if the other party materially breaches and fails to cure within 30 days of notice, or upon repeated breaches or insolvency.

11.2 Effect

Upon expiration or termination, all licenses cease. Customer will:

1. stop using the Data; and
2. delete all Data and other ZipLabs Confidential Information;

11.3 Injunctive Relief

ZipLabs may seek equitable relief (without bond) for actual or threatened breaches of Section 3 (Use Restrictions) or misuse/scraping/competitive use of Data.

12. Force Majeure

Neither party is liable for delay or failure (other than payment) due to events beyond reasonable control (e.g., natural disasters, war, labor actions, power/Internet failures).

13. Regulatory Change

If a new or changed law/regulation/court order materially increases the cost of providing Data or requires substantive change, the parties will negotiate modifications in good faith. If no agreement after 30 days, either party may terminate the impacted portion without penalty.

14. Publicity

ZipLabs may use the Customer's name and logo as a factual client reference; case studies require mutual written consent.

15. Miscellaneous

Assignment by Customer requires ZipLabs' prior written consent (except pursuant to merger/sale of substantially all assets not to a direct competitor). Notices per the order details (email permitted). This Agreement (with referenced policies/exhibits) is the entire agreement and may be amended only in writing signed by both parties. Governing law & venue: Laws of India; exclusive jurisdiction of the courts at Bengaluru (Bangalore), Karnataka, India. Relevant sections survive expiration/termination.