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TERMS OF SERVICE

Last Updated: May 6, 2025

Please read these Terms of Use (these "Terms") carefully. The website available at [https://subzero.xyz] and any related websites or subdomains that link to these Terms (the "Website") and are operated by Subzero Labs, Inc. ("Subzero", "us", "our", and "we"), is a copyrighted work belonging to Subzero. Certain features of the Website and any services offered on or through the Website (the "Services" and, all such Services together with the Website, the "Site") may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

PLEASE BE AWARE THAT SECTION 7.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND SUBZERO. AMONG OTHER THINGS, SECTION 7.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 7.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER. PLEASE READ SECTION 7.2 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

PLEASE BE AWARE THAT SECTION 1.6 OF THESE TERMS CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING BUT NOT LIMITED TO EMAIL COMMUNICATIONS.

1. Access to the Site

1.1 License and Eligibility
Subject to these Terms (including your eligibility to use the Site), Subzero grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.

Subzero reserves the right, in its sole discretion, to determine the eligibility of users for the Site. We may require you to provide information and/or documentation to verify or confirm your eligibility, including on a periodic or ongoing basis.
By using the Site, you represent and warrant that you are not: (i) located in, incorporated or otherwise established in, or resident of, any country or territory that is the subject of sanctions or embargoes imposed by the office of Foreign Assets Control ("OFAC") of the U.S. Treasury Department; (ii) an individual or entity, or acting on behalf of an individual or entity, that is listed on any sanctions list or embargoes, including but not limited to the Specially Designated nationals and Blocked Persons List (SDN) maintained by OFAC; (iii) located outside of the U.S.; or (iv) otherwise blocked or denied under any OFAC sanctions program.
By accessing, browsing or using the Site, you represent and warrant to us that (i) you have read, understand, and agree to be bound by these Terms; (ii) you are an individual, at least 18 years old and have capacity to enter into these Terms and agree to be legally bound by them; (iii) if you use the Site on behalf of a corporation, legal entity or other organization, that you have full power and authority to do so, and that the corporation, legal entity or other organization is validly existing under the applicable laws and agrees to be bound by these Terms; (iv) your access and use of the Site will fully comply with all applicable laws and regulations; (v) you will at all times when asked provide accurate information regarding your nationality and country of residence; and (vi) you will not use a virtual private network ("VPN") or similar tool to circumvent any geo-blocking and/or other restrictions that we may have implemented in connection with the Site or any services.

1.2 Subzero Developer Tools

Your use of any software, associated documentation, and other related materials that are linked to and made available via the Site ("Developer Tools") is governed by the terms of the license agreement that accompanies or is included with the Developer Tools, or by the license agreement expressly stated on the Website page(s) accompanying the Developer Tools. These license terms may be posted with the Developer Tools download or on the Website page where the Developer Tools can be accessed. Unless you agree to the terms of such license agreement, you shall not use, download, install, access, or otherwise use in any way, any Developer Tools that include or are accompanied by a license agreement. At no time will Subzero provide you with any tangible copy of the Developer Tools. Subzero delivers access to the Developer Tools via electronic transfer or download and does not use or deliver any tangible media in connection with the (a) delivery, installation, update, or problem resolution of any Developer Tool (including any new releases); or (b) delivery, correction, or update of documentation.

1.3 Beta Services

Subject to your ongoing compliance with these Terms, Subzero may permit you to access certain trial or beta products, features, or services (collectively, "Beta Services") as such Beta Services may be offered by Subzero from time to time, including without limitation any testnets or demo apps made available by Subzero. In order to access such Beta Services, you may be required to provide Subzero with (a) your email address and (b) certain information related to your use of the Beta Services. The decision to permit any user to use any Beta Services is made in Subzero's sole discretion. You acknowledge that any Beta Services to which you are given access to are in a beta stage of development, and you use any Beta Services at your own risk.

1.4 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 Site, whether in whole or in part, or any content displayed on the Site; (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 the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site 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 shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

1.5 Modification

Subzero reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Subzero will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

1.6 Communications from Subzero

By providing us with your email address, you agree to receive electronic communications from us. If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself.

1.7 No Support or Maintenance

You acknowledge and agree that Subzero will have no obligation to provide you with any support or maintenance in connection with the Site.

1.8 Ownership

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Subzero or Subzero's suppliers. Neither these Terms (nor your access to the Site) 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 1.1. Subzero and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.

1.9 Feedback

If you provide Subzero with any feedback or suggestions regarding the Site ("Feedback"), you hereby grant Subzero a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable, nonexclusive right and license to use and fully exploit such Feedback and related information in any manner it deems appropriate. Subzero will treat any Feedback you provide to Subzero as non-confidential and non-proprietary. You agree that you will not submit to Subzero any information or ideas that you consider to be confidential or proprietary.

2. Indemnification

You agree to indemnify and hold Subzero (and its officers, employees, and agents) harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, including any Information (defined below) or other content contained on or made available through the Site, (b) your violation of these Terms, or (c) your violation of applicable laws or regulations. Subzero reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Subzero. Subzero will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

3. Third-Party Services; Other Users

3.1 Third-Party Services

The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, "Third-Party Services"). Such Third-Party Services are not under the control of Subzero, and Subzero is not responsible for any Third-Party Services. Subzero provides access to these Third-Party Services only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services. You use all Third-Party Services at your own risk and should apply a suitable level of caution and discretion in doing so. When you click on or interact with any of the Third-Party Services, 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 in connection with such Third-Party Services.

3.2 Other Users

Your interactions with other Site users are solely between you and such users. You agree that Subzero will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

3.3 Release

You hereby release and forever discharge Subzero (and our officers, employees, agents, 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 (including any interactions with, or act or omission of, other Site users or any Third-Party Services). 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."

4. Disclaimers

4.1 General Disclaimers

THE SITE AND DEVELOPER TOOLS ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS, AND SUBZERO (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS, 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 SITE OR ANY DEVELOPER TOOLS, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

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. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, 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. SUBZERO MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY SERVICES OR YOUR USE OF THE SAME.
ADVICE AND INFORMATION OBTAINED BY YOU FROM SUBZERO THROUGH THE SITE, WHETHER IN BLOGS, WHITE PAPERS, MARKETING MATERIALS, SOCIAL MEDIA POSTS, AND/OR OTHER MATERIALS, ARE FOR INFORMATIONAL PURPOSES ONLY AND WILL NOT CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THE SITE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. SUBZERO MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO THE SITE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF THE SITE.

4.2 Investment Disclaimer

SUBZERO IS NOT AN INVESTMENT OR FINANCIAL ADVISOR. NEITHER SUBZERO NOR ITS SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE FOR INVESTMENT AND OTHER FINANCIAL DECISIONS OR DAMAGES, OR OTHER LOSSES RESULTING FROM YOUR USE OF THE SITE. NEITHER SUBZERO NOR ITS SUPPLIERS OR LICENSORS SHALL BE CONSIDERED AN "EXPERT" UNDER THE APPLICABLE SECURITIES LEGISLATION IN YOUR JURISDICTION. NEITHER SUBZERO NOR ITS SUPPLIERS OR LICENSORS WARRANT THAT THIS SITE COMPLIES WITH THE REQUIREMENTS OF ANY APPLICABLE REGULATORY AUTHORITY, SECURITIES AND EXCHANGE COMMISSION, OR ANY SIMILAR ORGANIZATION OR REGULATOR OR WITH THE SECURITIES LAWS OF ANY JURISDICTION.

5. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SUBZERO (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF SUBZERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

6. Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. Subzero will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.4 through 1.9 and Sections 2 through 7.

7. General

7.1 Changes

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by prominently posting notice of the changes on our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

7.2 Dispute Resolution

Please read the following arbitration agreement in this Section (the "Arbitration Agreement") carefully. It requires you to arbitrate Disputes with Subzero, its parent companies, subsidiaries, affiliates, successors, and assigns, and all of their respective officers, directors, employees, agents, and representatives (collectively, the "Subzero Parties") and limits the manner in which you can seek relief from the Subzero Parties.

a) Applicability of Arbitration Agreement

You agree that any dispute between you and any of the Subzero Parties relating in any way to the Site, the Services or these Terms (a "Dispute") will be resolved by binding arbitration, rather than in court, except that (1) you and the Subzero Parties may assert individualized claims in small claims court if the claims qualify, remain in such court, and advance solely on an individual, non-class basis; and (2) you or the Subzero Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against the Subzero Parties on your behalf. For purposes of this Arbitration Agreement, "Dispute" will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of these Terms as well as claims that may arise after the termination of these Terms.

7.3 Contact Information

If you have any questions about these Terms, please contact us at:

Subzero Labs, Inc.

Email: legal@subzero.xyz