Terms of Service

Unless otherwise agreed to in writing by us, the Platform is for your personal and non-commercial use. Using the Platform means you are prohibited from certain activities:

1. You may not break the law using the Platform, enable others to break the law using the Platform or use the Platform to conduct activities that facilitate breaking the law;
2. You may not use the Platform in a way that infringes, misappropriates or violates anyone’s rights (including the rights of publicity or privacy), or otherwise modify, copy, lease, sell or distribute the Platform;
3. You may not attempt to or assist anyone to reverse engineer, decompile, or disassemble the Platform, reduce the Platform to human-readable form, or discover the source code or underlying components of the Platform, including without limitation our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);
4. You may not use our Platform to obtain unauthorized access to any system or information, deceive any person, or otherwise engage in unfair or deceptive practices;
5. You may not falsely imply that you are affiliated with or endorsed by the Company;
6. You may not hyperlink to or upload illegal content using the Platform or prompt any AI platform for the purpose of conducting illegal activity;
7. You may not circumvent, remove or interfere with any marks showing proprietary ownership from materials you download from the Platform;
8. You may not frame any part of the Platform;
9. You may not disable, avoid, or circumvent any security or access restrictions of the Platform;
10. You may not strain the infrastructure of the Platform with an unreasonable volume of requests, or requests designed to impose an unreasonable load on information systems underlying the Platform;
11. You may not automatically or programmatically extract data or Output;
12. You may not use Output to develop any model that competes with the Company or any AI platform that you access through the Platform, including without limitation to train any artificial intelligence or machine learning algorithms or models or resell the Platform;
13. You may not use the Platform if you are located in a jurisdiction or territory that is sanctioned by the government of the United States of America or any agency thereof from time to time or if you are an individual or entity that is sanctioned by the United States of America or any agency thereof;
14. You may not use the Platform to disseminate or introduce viruses, Trojan horses, worms, malware, time bombs, cancelbots, corrupted files, spamming or Distributed Denial of Service (DDoS) services or any other similar harmful code or software or otherwise interfere with or disrupt our Platform;
15. You may not circumvent any of our security features, protective measures, or functionalities that relate to the Platform or access any portion of the Platform that we do not intentionally make available to you, and in the event that you gain access to information not intended to be accessed by you, you agree that you will immediately notify us and destroy all copies of such information in your possession;
16. You may not remove any of our proprietary notices from the Platform;
17. You may not impersonate others through the Platform;
18. You may not encourage or help anyone in violation of these Terms; and
19. You may not rely upon the Platform to buy or sell securities or to provide or receive advice about securities, commodities, derivatives, or other financial products or services, as the Company is not a broker-dealer or a registered investment adviser under the securities laws of the United States or any other jurisdiction.

The Platform will allow Users to connect a cryptocurrency wallet (“Wallet”) address to the Platform, provide an encrypted envelope as input to the Platform (“Input”), by which the envelope travels through the Operator’s peer relay system, and receive output from the Platform based on the Input (“Output”). Wallets of Users, the Input that Users provide and the Output that Users receive are collectively, “User Content”. The AI platform provider sees the peer relay’s IP address, never the Users’ IP address. The reply returns under an ephemeral key that rotates every 60 minutes. While Wallets are pseudonymous, your User Content can be linked to your personal identity in various ways. For instance, if you link your Wallet to Web3 sites, NFT marketplaces, or decentralized domains (e.g., Ethereum Name Service), you can expose personal social profiles or associated web addresses that may be identifiable by others. If you buy or withdraw cryptocurrency through a centralized exchange (like Coinbase or Kraken), that centralized exchange can tie your Wallet to your name, address, and government identification through KYC (Know Your Customer) Data. You understand that your Wallet may not be anonymous and may be tied back to your personal identity. You understand that we cannot perfect anonymity or protect you from being identified or your Input or Output from being subpoenaed. You understand that we are not responsible for any User Content, including without limitation the content of your communications through us or through our community channels such as LinkedIn or Twitter or any Output that Users receive through the Platform. However, if you would like to report a concern about a communication or prohibited content or activity, you may contact us on the ZeroSignal Discord server. Additionally:

1. You may not submit content using the Platform that is illegal or otherwise harmful to others;
2. You may not exploit any child under eighteen (18) years of age;
3. You may not submit content using the Platform that violates the law, infringes anyone’s intellectual property rights, violates anyone’s privacy, or breaches any agreement you have with others; and
4. You may not use the Platform to disclose information that you do not have the right to disclose or solicit, such as others’ confidential or personal information.

We may consider other conduct to be prohibited, but we will generally try to be reasonable in doing so. In addition, you acknowledge and agree that you will not post any content to any of our social media accounts that is any of items (a)-(d) above.

You may report the content posted by other Users to us if you believe that it violates any of (a)-(d) above. We may investigate your report, but we do not have to. You agree to only submit reports to us if you have a good faith belief that the applicable content violates (a)-(d) above.

In order to use the Platform, a User must connect a Wallet to the Platform. Once a User has connected his or her Wallet to the Platform, that User may purchase a prompt request in USDC and use other features of the Platform. You may not establish more than one account to use the Platform for the purpose of benefiting from any credits that we offer from time to time for new accounts or for any other commercial or financial reason to our detriment. We may track your Wallet to evaluate whether you are attempting to do so.

Our Platform may allow you to download software, such as mobile applications, which may update automatically to ensure you are using the latest version. Our software may include open source software that is governed by its own licenses that we have made available to you.

Our Platform may be subject to fees, commissions and other charges (“Fees”) established from time to time in our discretion and posted in the model selection modal.

1. For Users. We may receive payment from Users for the use of our Platform. Our fees are based on usage for each request in USDC. You agree that we may charge your Wallet for any applicable fees listed on our Platform. If the fees for this Platform or features are specified to be recurring or based on usage, you agree that we may charge these fees and applicable taxes to the Wallet on a periodic basis.
2. For Operators. Operators shall set their own prices with Users. If we receive payment from Users for the use of our Platform, we may remit a portion of each payment from Users to Operators, and an Operator may then remit a portion of each payment to a third-party AI platform. Operators must enter into agreements with third-party AI platforms. Each Operator is solely responsible for complying with the terms of its agreement with each third-party AI platform.
3. All transactions are final. All Fees are non-refundable.
4. We reserve the right to charge for additional Platform features in the future. Before changing our Fees, we will use reasonable efforts to notify you through our Platform and our social media channels, such as Discord and X (formerly Twitter).

Our Fees do not include taxes. You are solely responsible for any taxes arising from your use of the Platform, any User Content contained therein, and for the Platform that you request or perform therein, excluding our income. You are solely responsible for determining the need to report any such sales or services taxes pursuant to the requirements of local, state, or federal law. As used herein, “taxes” means all taxes, charges, fees, encumbrances, liens, customs, duties or other assessments, however denominated, including any interest, penalties, additions to tax or additional taxes that may become payable in respect thereof, imposed by the United States government, any state, local or foreign government, or any agency or political subdivision of any such government.

You may terminate these Terms at any time, without notice, for any reason or no reason, by ceasing to use the Platform to the extent that you have done so.

We reserve the right, with or without notice, to suspend, disable, or block you from using, displaying or interacting on the Platform at any time or to suspend or disable your ability to further use all or any aspect of the Platform, in each case, for any violation of these Terms. You agree that we shall not be liable to you or any third party for any such termination and that you will not be entitled to a refund for any amounts that you have already paid to us.

Sections 1.2 through 3.2 (inclusive), 4.2 through 5.3 (inclusive) and 5.5 through 13 (inclusive) will survive any termination of these Terms.

1. Content Ownership. As between you and us, Users (a) retain ownership rights in Input and (b) own all Output, to the extent permitted by applicable law. To the extent that we have any right in Output, we hereby assign to you all of our right, title, and interest in and to Output. Before using any third-party AI platform, you should confirm that that AI platform makes similar promises regarding ownership of Input and Output; we make no guarantees that any AI platform will provide you with ownership of your Output.
2. Similarity of Output. The Output that we provide to Users may not be unique and, among other things you understand that other Users may receive Output that is similar to the Output that you receive. Our assignment of rights in Output set forth in Section 5.1(a) does not extend to any Output that is provided to any other User that may be the same as or similar to the Output provided to you, including without limitation, any Third Party Output.
3. Accuracy. Artificial intelligence and machine learning are rapidly evolving techniques that enable a wide variety of outputs based on statistical, non-deterministic processes. We are constantly improving our Platform to make it more accurate, reliable, safe, and beneficial. Given the statistical, probabilistic nature of machine learning, you understand that use of our Platform may result in Output that has errors, such as not accurately reflecting real people, places, or facts.
4. Reliance on Outputs and Actions. When you use the Platform, you understand and agree:
   1. You understand that the Platform is merely a conduit to third-party AI platforms and provides Output from those third-party AI platforms.
   2. Output may not be accurate. You as a User should not rely on Output that is provided via our Platform from any third-party AI platform as a sole source of true or factual information or as a substitute for professional advice. Each User must evaluate whether Output is suitable for that User’s situation, whether Output is accurate and appropriate for that User, including without limitation using human review as appropriate, before using or sharing any Output.
   3. As a User, you agree not to use any Output for any purpose that could have a legal or material impact on any person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions.
   4. Our Platform may provide incomplete, incorrect, or offensive Output that does not represent our views, as we are merely passing along Output provided by third-party AI providers. If Output references any products or services of any third party, we do not necessarily endorse that party nor are we necessarily affiliated with that third party, and vice versa.

You agree that the Platform is proprietary to us except with respect to code or specifications that are open source and that we intentionally make publicly available on a software development and version control platform (e.g., GitHub) or other platform. You shall not, and shall not permit any person or entity to: (i) use the Platform on a service bureau, time sharing or any similar basis, or otherwise for the benefit of any other person or entity; (ii) alter, enhance, or make derivative works of the Platform; (iii) reverse engineer, reverse assemble or decompile, or otherwise attempt to derive source code from the Platform; or (iv) sell, transfer, publish, disclose, display or otherwise make available the Platform including without limitation any modifications, enhancements, derivatives and other materials provided hereunder by us or copies thereof to others in violation of these Terms. Unless as otherwise set forth by us in writing, you understand and acknowledge that all content contained on the Platform is the property of us and/or our affiliates or licensors, and is protected from unauthorized copying and dissemination by United States copyright law, trademark law, international conventions and other intellectual property laws. Product names are trademarks or registered trademarks of their respective owners.

You understand that when you provide User Content to us, we may provide that User Content to third-party AI platforms in order to provide you the Platform. You agree that we may do so.

You are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by the Company on or through the Platform, will infringe, misappropriate or violate a third-party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Subject to these Terms, we hereby grant you a limited, personal, non-transferable, non-exclusive, non-sublicensable, revocable license to access and use the content that we make available through the Platform, if any, subject to any restrictions on certain types of content and activities set forth in these Terms. You understand that the content that is posted on the Platform is used by you at your own risk. We reserve the right to make changes to any content or descriptions of the Platform without obligation to issue any notice of such changes.

Your license to use the Platform is automatically revoked if you violate these Terms. From time to time, we may upgrade the Platform or make improvements to the Platform. You agree that these Terms will apply to all such upgrades or improvements. The foregoing license grant is not a sale of any mobile application we may provide or the website or a sale of a copy of any such application or our website, and we retain all rights and interest in the Platform. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. We reserve all rights not expressly granted under these Terms.

Nothing on the Platform should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Platform or any content, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the written permission of the third party that may own the trademark or copyright of material displayed on the Platform.

You hereby grant us a non-exclusive, royalty-free, worldwide, transferable, sublicensable, perpetual, irrevocable license to suggestions, comments and other forms of feedback (“Feedback”) regarding the Platform, including without limitation Feedback regarding features, usability and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the Platform. Feedback is provided “as is” without warranty of any kind and shall not include any confidential User Content.

If you believe that any materials on the Platform infringe your copyright, you may request that such materials be removed. This request must bear a signature (or electronic equivalent) of the copyright holder or an agent and must include the following: (i) identification of the copyrighted work that you believe to be infringed, including a description of the work and, where possible, a copy or the location of an authorized version of the work; (ii) identification of the material that you believe to be infringing, including a description of the material, and its location on our website; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent or the law; (v) a statement that the information in your claim is accurate; and (vi) a statement that “under penalty of perjury,” you declare that you are the lawful copyright owner or are authorized to act on the owner’s behalf. Our agent for copyright issues relating to the Platform is John Mizzoni, 1 New Hampshire Avenue, Suite 125, Portsmouth, NH, 03801, USA or tos@txnlab.dev.

1. By utilizing the Platform in any way, you represent and warrant to us that you understand the inherent risks associated with AI systems, including without limitation the potential for hallucinations, and the risks associated with the use of digital assets to pay for usage of AI systems, including without limitation the potential for fluctuations in valuations (even of stablecoins).
2. We could be impacted by actions of AI systems or one or more regulatory inquiries or regulatory action, which could impede or limit our ability to continue or develop, or which could impede or limit your ability to access or use, the Platform.
3. You acknowledge and understand that artificial intelligence, cryptography, digital assets and blockchain analytics are a progressing field. We intend to update the protocol underlying the Platform to account for any advances and to have reasonable security measures designed to address known security risks, but we do not guarantee or otherwise represent full security of the Platform or any aspect thereof. By using the Platform, you acknowledge these inherent risks.

This Section 12 is referred to herein as the “Arbitration Agreement.” The parties agree that any and all controversies, claims, or disputes between you and the Company arising out of, relating to, or resulting from these Terms or the Platform and/or our Privacy Policy, shall be subject to binding arbitration pursuant to the terms and conditions of this Arbitration Agreement, and not any court action (other than a small claims court action to the extent that the applicable claim qualifies or any action to enforce the judgment resulting from arbitration). The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

Arbitration will be conducted before a single arbitrator in the English language with the arbitration to have the site and location in New York County, the State of New York under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and you and we hereby expressly waive trial by jury. You and we shall appoint as sole arbitrator a person mutually agreed by you and us or, if you and we cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys’ fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.

Any claims brought by you or us must be brought in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. You agree and acknowledge that neither you nor we will participate in a class action or class-wide arbitration for any claims covered by these Terms. You hereby waive any and all rights to bring any claims related to these Terms and/or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf.

You may opt out of this Arbitration Agreement. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within thirty (30) days of the date that you first became subject to this arbitration provision. The opt-out notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, your Wallet address, if applicable, to which the opt-out applies and a clear statement that you want to opt out of this Arbitration Agreement. You must sign the opt-out notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. You must use this address to opt out: TxnLab Inc. ATTN: Arbitration Opt-Out, 1 New Hampshire Avenue, Suite 125, Portsmouth, NH, 03801-2907.

Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make any change to the Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the Arbitration Agreement from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the Arbitration Agreement is posted to our website, and shall not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.

The Company’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly agent of the Company.

You may not assign any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign its rights and obligations under these Terms in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to these Terms or similar transaction. These Terms inure to the benefit of and shall be binding on the Company’s permitted assignees, transferees and successors.

We may update these Terms or the Platform accordingly from time to time. For example, we may make changes to these Terms or the Platform due to:

1. changes to the law or regulatory requirements;
2. security or safety reasons or to or prevent abuse;
3. circumstances beyond our reasonable control;
4. changes we make in the usual course of developing our Platform; or
5. to adapt to new technologies.

We will give you at least thirty (30) days’ advance notice of changes to these Terms that materially adversely impact you either via email or an in-product notification. All other changes will be effective as soon as we post them to our website or the Platform. If you do not agree to the changes, you must stop using the Platform.

You must comply with all applicable trade laws, including sanctions and export control laws. The Platform may not be used in or for the benefit of, or exported or re-exported to (a) any country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions as determined by the United States and other governments, including by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“Sanctioned Jurisdiction”) or (b) any individual or entity (i) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (ii) identified on any sanctions-related list maintained by the United States and other government; or (iii) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of, or at the direction of, one or more individuals or entities described in clauses (i) or (ii) above. The Platform may not be used for any end use prohibited by applicable trade laws, and your Input may not include material or information that requires a government license for release or export. We have the right to take any measures to enforce policies and procedures reasonably designed to ensure compliance with applicable trade laws, including sanctions and export control laws. If you believe we have taken any enforcement action in error, you may contact tos@txnlab.dev. We make no promise to take any such action.

You must comply with all U.S. federal and state laws and the laws in your own jurisdiction prohibiting the production, advertisement, transportation, distribution, receipt, sale, access with intent to view, processing or possession of child sexual abuse material (“CSAM”) or otherwise illicit or illegal materials and content, including without limitation the use of nudifier apps, nudification platforms, third-party AI platforms used to generate CSAM or any other tool used to generate explicit images (whether plausible, fake or otherwise) of real individuals without consent, under existing obscenity and consumer protection laws (“Explicit Content”). You agree not to use the Platform to generate any CSAM or Explicit Content.

1. We reserve the right to remove or deactivate any User or Operator after the any violation of this Section 13.5. We reserve right to use any technical measures available under applicable law or regulation to remove or deactivate any User or Operator for any such violation.
2. If you are an Operator, you shall monitor all Input and Output on a third-party AI platform to verify compliance with this Section 13.5 and shall also take reasonable measures to verify compliance with Section 13.4. If you as an Operator determine that any Input violates this Section 13.5 or that any User is violating Section 13.4, you must immediately notify us and may not provide any Output to the applicable User in response to the applicable Input.

We and you are independent contractors. We are also not partners, joint venturers, agents, employees or representatives of each other.

These Terms, including our Privacy Policy, contain the entire understanding of the parties with respect to the transactions and matters contemplated herein, supersede all previous communications, understandings and agreements (whether oral or written), and cannot be amended except by a writing signed by both parties or by our posting of an amended version of these Terms on our website. The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

These Terms and any dispute between you and us, shall be construed and enforced in accordance with, and governed by, the Laws of the State of New York including New York General Obligations Laws 5-1401 or 5-1402, without reference to the choice of law provisions thereof that would result in the application of the laws of any other jurisdiction, including all matters of construction, validity and performance, except that the Federal Arbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth above. Unless you and we agree otherwise, in the event that this Section 13.5 is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Arbitration Agreement or as a result of a decision by the arbitrator or a court order, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by a state or federal court located in the County of New York, State of New York, except that you or we are permitted (a) to bring small claims actions in state court in the county in which you reside if such court has a small claims procedure and if such court is located in the United States of America; (b) to bring claims for injunctive relief in any court having jurisdiction over the parties; or (c) to seek enforcement of a judgment in any court having jurisdiction over the parties. To the extent permitted by law, you and we agree to waive trial by jury in any court proceeding.

You acknowledge that the Company will not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.

Under these Terms, you agree that all agreements, notices, disclosures, and other communications that the Company provides to you electronically satisfy any legal requirement that such communications be in writing.

These Terms shall be fairly interpreted and construed in accordance with its terms and without strict interpretation or construction in favor of or against either party.

If any provision, or portion thereof, of these Terms is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of these Terms, and each provision, or portion thereof, is hereby declared to be separate, severable, and distinct.

If you have any questions about these Terms, please contact us on our Discord server, or at tos@txnlab.dev.