Zenable Terms of Service

Updated 2026-06-04

These Terms of Service help define Zenable's relationship with you as you interact with our website, services, and product offerings. Understanding these terms is important because, by accessing or using our services (whether you're signed in to a Zenable account or not), you're agreeing to these terms.

Besides these terms, we also publish a Privacy Policy. We encourage you to read it to better understand how you can update, manage, export, and delete your information. Throughout these Terms of Service, we will refer to you as "Subscriber" and Zenable, Inc. with offices located at 651 North Broad Street, Suite 201, Middletown, DE 19709 as Zenable ("Licensor"). For purposes of these Terms of Service, Subscriber and Licensor each will be referred to individually as a "Party" and together as "the Parties."

For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS.

(a) "Authorized Users" shall mean Subscriber's employees and independent contractors working for Subscriber in the ordinary course of Subscriber's business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by Subscriber to access the Services.

(b) "Billing Start Date" shall mean the date identified on the Order Form as the date from which billing shall be calculated (which under no circumstances shall be later than the Service Start Date, as defined below).

(c) "Data Privacy and Security Laws" means all applicable laws, statutes, ordinances, regulations, rules, executive orders, and/or other requirements, in any jurisdiction (within the United States or otherwise) and at any level (federal, state, regional, territorial, and/or local), promulgated by any applicable authority in respect of the privacy, data protection, and/or security of Personally Identifiable Information, and/or in respect of any security breach notifications related to Personally Identifiable Information.

(d) "Display Devices" shall mean any display device used to access and display the Service.

(e) "Documentation" means all generally available documentation relating to the Platform produced and made available by Zenable, including all user manuals, operating manuals and other instructions, specifications, documents and materials.

(f) "Enterprise Subscriber" means any Subscriber who (a) has executed an Enterprise-level Order Form or amendment, and (b) satisfies any volume, feature or spend thresholds set forth therein.

(g) "Fees" shall mean the fees for Services and Deliverables described on an Order Form.

(h) "Guardrails" means any machine-readable policy, rule, code, or configuration file automatically generated by the Services from Subscriber Context.

(i) "Inputs" shall mean any summary, text, instructions or other content Subscriber makes available while using the features of the Platform.

(j) "Insights and Recommendations" shall mean any analysis results, code suggestions, feedback, or other actionable guidance produced by the Services—whether delivered as code snippets, algorithms, configuration edits, narrative commentary, explanations, design specifications, or metrics—based on Subscriber Context or Subscriber Provided Materials, intended to help Subscriber align its code, configurations, or processes with the Subscriber Context derived from those inputs.

(k) "Office" shall mean the address(es) of Subscriber's office(s) in which a Display Device is located.

(l) "Order Form" shall mean any invoice or order form, such as a document in the form of Exhibit A hereto executed by Subscriber and Zenable that refers to this Agreement, describes the Services and Deliverables to be purchased by Subscriber and provided by Zenable, and sets out the commercial terms or other means by which Subscriber chooses desired features and pricing.

(m) "Outputs" shall mean any and all results, deliverables, or materials generated, provided or made available by the Services, including without limitation: (i) Guardrails, as defined herein; (ii) Insights and Recommendations, as defined herein; (iii) any analysis results, code snippets, configuration edits, narrative commentary, metrics, visuals, or other content produced by the Services; and (iv) any other output, whether in machine-readable or human-readable form, that the platform generates or exports in the course of providing the Services.

(n) "Personally Identifiable Information" means any information relating to an identified or identifiable natural person, including "Personal Data" as defined in the EU General Data Protection Regulation (Regulation (EU) 2016/679), "Personally Identifiable Information" as defined in the California Consumer Privacy Act of 2018 (Cal. Civil. Code §§ 1798.100-1798.199), and "Non-Public Personal Information" as defined in Title V of the Gramm-Leach-Bliley Act of 1999 (Public Law 106-102, 113 Stat. 1338), all as may be amended from time to time.

(o) "Platform" means Zenable's proprietary AI-native governance and compliance platform.

(p) "Service Start Date" shall mean the date from which Subscriber receives the applicable Service.

(q) "Services" shall mean Zenable's applications subscribed to by Subscriber hereunder and any services provided to Subscriber and described in an Order Form, including, without limitation, Platform access and support.

(r) "Subscriber Context" means the documents, specifications, policies, control objectives, or other written materials uploaded to the Services by Subscriber or its Authorized Users for the purpose of generating Guardrails, as well as requirements added based on Insights and Recommendations.

(s) "Subscriber Facilities" means (a) servers or other hardware necessary to access the Platform and Zenable's applications; (b) internet access; and (c) software required to access the Platform and Zenable's applications (such as a compatible internet browser).

(t) "Subscriber Provided Materials" shall mean any software, processes, systems, data feeds, APIs, or other non-written inputs that Subscriber or its Authorized Users make accessible to the Services solely for informational, operational, or integrational purposes. All right, title, and interest in and to Subscriber Provided Materials remain with Subscriber, and no license to such Materials is granted except to the extent strictly necessary for the Services to operate.

(u) "Term" shall mean the period identified in the Order Form, or any renewal term, as applicable;

(v) "Third-Party Content" means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material that are obtained or derived from third party sources outside of Zenable and made available to Subscriber through or in conjunction with Subscriber's use of the Platform and Zenable's applications.

2. PLATFORM ACCESS, SERVICES, AND DELIVERABLES

2.1 Zenable agrees to provide the Services and/or deliverables ("Deliverables") to Subscriber as they are described in the Order Form ("Order Form") attached hereto and in such Order Forms as are executed in writing from time to time by Zenable and Subscriber.

2.2 Each Order Form shall contain a description of the projects to be accomplished by Zenable, the Deliverables and documentation, if any, to be produced by Zenable, a schedule of performance, a schedule of payments, and a statement of Zenable's rates for performance and completion of the work. Each Order Form shall become part of this Agreement upon execution. In the event of any conflict between the terms of this Agreement and any Order Form, the terms of the Order Form shall control.

2.3. Subject to the terms and conditions of this Agreement, including Subscriber's timely payment of all applicable Fees and compliance with Platform usage limitations described on the applicable Order Form, Zenable will provide to Subscriber the Services set forth in each Order Form. Except as expressly set forth in an Order Form, Zenable shall have no obligation to provide any Services or Deliverables.

2.4. Subject to Subscriber's compliance with the terms and conditions of this Agreement, Zenable hereby grants the Subscriber a limited, nonexclusive and non-transferable license, without right of sublicense, during the Term to access, to display on Subscriber's Display Devices within the United States, the Services, and to permit Authorized Users to use the Platform and Services.

2.5. The license granted to Subscriber hereunder is solely for Subscriber's internal business purposes and is limited to the access, display, and use of the Services by only an Authorized User. Each Authorized User may access, display, and use the Services on only one Display Device at a time. Subscriber shall have no right pursuant to this Agreement to access, use, display, or distribute the Services, in whole or in part, beyond the number of Authorized Users identified on the applicable Order Form. Subscriber shall not permit the shared use of login information or accounts. Subscriber may add additional Authorized Users by either executing a new Order Form or amending an existing Order Form. Subscriber is responsible for all activities that occur under Subscriber's and any Authorized User's accounts. Subscriber will: (a) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all use of the Services by Subscriber and any Authorized User; (b) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Zenable promptly after becoming aware of any such unauthorized access or use; and (c) comply with all applicable local, state, federal, and foreign laws in using the Service. Subscriber shall have no right pursuant to this Agreement to distribute the Services in whole or in part over the internet, or via email or instant messaging (other than as set forth in Section 6.), via an intranet, personal digital assistant, wireless application protocol, short message service or radio system. Nothing in this Agreement shall obligate Zenable to continue providing access to any Services beyond the date when Zenable ceases providing such Service to subscribers generally. Subscriber may not, directly or indirectly, and may not authorize any Authorized User or other third party to: (a) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, structure, ideas, algorithms, or associated know-how of, the Platform or Zenable's applications, or reconstruct, or discover, any hidden or non-public elements of the Platform or Zenable's applications; (b) translate, adapt, or modify the Platform or Zenable's applications; (c) sell, sublicense, transfer, assign, lease, rent, distribute, or grant a security interest in the Platform, Zenable's applications, or any rights thereto; (d) transmit unlawful, infringing, or otherwise harmful data or code, either to or from the Platform; (e) alter or remove any trademarks or proprietary notices contained in or on the Platform, Zenable's applications, or Documentation; (f) white label the Platform, Zenable's applications, Services, or Deliverables or otherwise rebrand or resell the foregoing, including without limitation, under a different name than Zenable; or (g) circumvent or otherwise interfere with any authentication or security measures of the Platform, or otherwise interfere with or disrupt the integrity or performance thereof. Subscriber acknowledges that Zenable may, but is under no obligation to, monitor Subscriber's and any Authorized User's use of the Platform. Zenable may suspend Subscriber's access to the Platform for any period during which Subscriber is, or Zenable has a reasonable basis for alleging that Subscriber is, in noncompliance with any of the prohibited actions in this Section. Zenable must notify Subscriber before any suspension action.

2.6. Zenable may throttle Subscriber sending or connection through Zenable's API at Zenable's discretion. Competitors of Zenable are not permitted to use any Services. A "Competitor" includes any person or entity which provides, offers or sells products and/or services substantially similar to those provided by Zenable or its subsidiaries. Subscriber shall not edit, alter, abridge or otherwise change in any manner the content of the Services, including, without limitation, all copyright and proprietary rights notices. Subscriber may not, and may not permit others to:

(i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Services, except as may be authorized as part of participation in Zenable's bug bounty or vulnerability disclosure program;

(ii) modify, translate, adapt, alter, or create derivative works from the Services;

(iii) copy, distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Services;

(iv) distribute, sublicense, rent, lease, loan, or grant any third party access to or use of the Services;

(v) access, tamper with, or use non-public areas of the Services, Zenable's websites or computer systems, or the technical delivery systems of Zenable's providers;

(vi) probe, scan, or test the vulnerability of any system or network or circumvent any security measure, except as may be authorized as part of participation in Zenable's bug bounty or vulnerability disclosure program;

(vii) access or search the Service or Zenable's websites or computer systems by any means other than Zenable's publicly supported interfaces (for example, "scraping"); or

(viii) interfere with or disrupt, or attempt to interfere with or disrupt, Zenable's infrastructure or the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service or Zenable's websites, or by scripting the creation of user content;

(ix) prompt or otherwise attempt to use artificial intelligence (AI) models to act in a manner that violates this Agreement or intentionally circumvents safety filters and functionality of the Service;

(x) use the Services or Zenable's websites to carry out, promote or support:

(1) any disinformation, deception, or otherwise fraudulent activities;

(2) the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity (e.g., "spoofing", "phishing");

(3) activities that are defamatory, libelous or threatening, or otherwise constitute hate speech, harassment, or stalking;

(4) the violation of any law or the rights of others (including unlawful tracking, monitoring, and identification or the publishing or sharing of another person's confidential or personal information without their express authorization and permission);

(5) for harm or abuse of a minor, including grooming and child sexual exploitation;

(6) the sending of unsolicited communications, promotions advertisements, or spam;

(7) the publishing or sharing of malicious content;

(8) the promotion or advertisement of products or services other than your own without appropriate authorization; or

(9) the development of services that compete with Zenable;

(xi) post any content on the Services or Zenable's websites (or otherwise make use of the Services or Zenable's websites) in a manner that:

(1) is deceptive, fraudulent, illegal, obscene, defamatory, disparaging, libelous, threatening, or pornographic (including child pornography, which, upon becoming aware of, we will remove and report to law enforcement, including the National Center for Missing and Exploited Children);

(2) suggests any content, information or other outputs generated by AI are human generated;

(3) criticizes others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition;

(4) contains any personal information of minors under the age of 16;

(5) contains any sensitive personal information as defined by applicable law (such as financial information, payment card numbers, social security numbers, or health information) without Zenable's prior written consent;

(6) contains viruses, bots, worms, or similar harmful materials;

(7) contains any information that you do not have a right to make available under law or any contractual or fiduciary duty; or

(8) could otherwise cause damage to Zenable or any third party.

2.7 Zenable may offer or integrate with certain artificial intelligence features as part of a Service (each, an "AI Model"). For clarity, any such AI Model is part of a Service and Subscriber's use of an AI Model is considered part of Subscriber's use of a Service.

Subscriber is responsible for ensuring that any Inputs are appropriate and permissible under this Agreement.

Use of the AI Model may result in Outputs that are inaccurate or otherwise not fit for Subscriber's legal, business, or technical purposes. Subscriber is solely responsible for such Outputs. Subscriber must carefully review the resulting Outputs before relying on such Outputs, or otherwise using such Outputs to ensure everything is accurate, lawful, and otherwise appropriate and is not detrimental to Zenable and the general public. ZENABLE MAKES NO WARRANTIES, EXPRESS OR IMPLIED, THAT THE PLATFORM OR ANY OUTPUTS ARE FREE FROM ERROR, OMISSION, OR BIAS (INCLUDING FROM A LEGAL AND/OR BUSINESS PERSPECTIVE). SUBSCRIBER IS SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, MODIFYING, AND OBTAINING ANY RIGHTS NECESSARY TO USE OR DISTRIBUTE AI OUTPUTS, AND ENSURING THAT SUCH USE DOES NOT VIOLATE ZENABLE'S OR ANY THIRD PARTY'S INTELLECTUAL PROPERTY OR OTHER RIGHTS. SUBSCRIBER ACKNOWLEDGES THAT OUTPUTS MAY NOT BE PROTECTABLE UNDER COPYRIGHT OR OTHER INTELLECTUAL PROPERTY, PROPRIETARY RIGHTS, OR OTHER LAW, AND THAT ZENABLE MAKES NO REPRESENTATIONS REGARDING THEIR PROTECTABILITY UNDER ANY LAW. WHERE APPROPRIATE OR IN THE EVENT SUCH A DISCLAIMER IS REQUIRED BY ZENABLE, SUBSCRIBER WILL INCLUDE AS A PART OF ANY CONTENT THAT SUBSCRIBER DEVELOPS USING THE AI MODEL A DISCLAIMER TO END USERS TO COMMUNICATE THAT THE APPLICABLE CONTENT MAY CONTAIN ERRORS AND SHOULD BE INDEPENDENTLY VERIFIED.

Due to the nature of generative artificial intelligence, Outputs may not be unique, and the AI Model may generate and/or provide the same or similar Output for Subscriber or any Authorized User as it generates and/or provides for other users. For clarity, Subscriber has no rights in Outputs for other users.

Without prejudice to any of Zenable's other rights, Subscriber acknowledges and agrees that Zenable leverages certain third parties to provide the Platform, including to generate Outputs and to process and store Inputs and Outputs in private hosting environments. Any such third-party AI providers engaged by Zenable shall act solely as processors on Zenable's behalf, subject to obligations of confidentiality and data protection at least as protective as those set forth in this Agreement. Such third parties shall have no rights to access, use, retain, or disclose Subscriber Context, Subscriber Provided Materials, or Outputs except as strictly necessary to provide the Service to Subscriber, and shall not process such data for their own purposes or in accordance with their own terms or privacy policies. Zenable will ensure that, prior to disclosure to any third party (including subcontractors), any sublicensing or sharing of Subscriber Context, Subscriber Provided Materials, or Outputs are either (1) de-identified to remove any personal or sensitive information, (2) aggregated copies that do not contain Subscriber's proprietary or identifiable information, or (3) where retaining identifying details is required to perform the Services, such third parties are bound by the same confidentiality, data protection, and sensitivity obligations set forth in this Agreement.

Without limiting Zenable's rights otherwise set forth in this Agreement, by using the Platform, Subscriber hereby grants Zenable (and its agents, employees, officers, directors, independent contractors, affiliates, subsidiaries and representatives) a worldwide, non-exclusive, irrevocable, transferable, royalty-free, fully paid-up, sublicensable (through multiple-tiers) license to access, use, modify, display, publicly perform, distribute, copy, create derivatives from (including derivative works of) and process any and all Subscriber Context, Outputs, and Inputs (including any intellectual property contained therein or embodied thereby, but excluding Subscriber Provided Materials, except to the extent that samples of Subscriber code may be included in Subscriber Context) for any purpose, including to develop and improve the AI Model, any Service, and similar products and features. For the avoidance of doubt, this license includes the right to use Subscriber Context, Outputs, and Inputs (excluding Subscriber code, except to the extent that samples of Subscriber code may be included in Subscriber Context) for machine learning and AI model training purposes.

Zenable may not access, use, modify, display, publicly perform, distribute, copy, create derivatives from, process, or use for machine learning or AI model training purposes any Subscriber Provided Materials (except to the extent that samples of Subscriber code may be included in Subscriber Context), except to the extent strictly necessary to provide the Service to Subscriber. All right, title, and interest in and to Subscriber Provided Materials (except to the extent that samples of Subscriber code may be included in Subscriber Context) remain with Subscriber.

Zenable shall continue to retain all rights associated with the works and databases included in the content of the Services.

Zenable shall provide the Services for Enterprise Subscribers in a dedicated environment isolated from other customers' data, and shall process all Guardrails, Subscriber Provided Materials, Subscriber Context, Inputs, and Outputs solely within the United States or other specified jurisdiction, subject to commercially reasonable terms.

Subscriber may not use Outputs for any machine learning purposes in order to develop or improve or otherwise train other machine learning or AI models, or similar service, product or feature.

Subscriber acknowledges that machine learning or AI Models may only be available in certain languages and subject to certain limitations (for example, restrictions on use for certain types of customers or for certain purposes). Subscriber agrees to comply with any such restrictions or limitations. Zenable may modify, suspend, discontinue, or further limit use of the AI Model at any time (without any notice to Subscriber). Zenable may limit, suspend, or terminate an AI Model or Subscriber's participation in or access to the AI Model at any time, with or without cause, and may suspend or terminate Subscriber's account if Subscriber violates any of the terms of this Agreement or Zenable's policies as to which Zenable has provided notice to Subscriber. If Zenable does any of the foregoing, Zenable shall not in any way be liable to Subscriber for any modification, suspension, termination, discontinuation, or limitation. Without limitation, the laws and regulations governing artificial intelligence and related technology are uncertain and evolving, and the ability to use the AI Model and/or Outputs may be adversely impacted in the future. If Subscriber uses any AI Model or machine learning features and functionality (including third-party models) provided by Zenable (collectively, "Zenable AI"), Subscriber agrees to:

(i) implement appropriate human oversight to evaluate Outputs for accuracy and appropriateness to mitigate potential risks associated with its use of Zenable AI, in light of the probabilistic nature of AI and potential for producing inaccurate content; and

(ii) remain responsible for all decisions made, advice given, actions taken, and failures to take action based on its use of Zenable AI.

2.8 Nothing in this Agreement shall grant Zenable any rights, title, or interest in any modifications, enhancements, derivative works, or other changes that Subscriber makes to its intellectual property, including its Inputs or Subscriber Context, on the basis of, or using, or incorporating any Outputs.

2.9 Subscriber may, at any time and for any reason, request the deletion of its Inputs and Subscriber Provided Materials (excluding any samples of Subscriber code that may be included in Subscriber Context) from Zenable's systems, and Zenable shall comply with such request within thirty (30) business days of receipt, certifying deletion in writing upon Subscriber's request. Upon termination of Subscriber's account, all rights and licenses granted to Zenable with respect to Subscriber's Inputs shall immediately terminate, and Zenable shall promptly cease all use of such Inputs and Subscriber Provided Materials (excluding any samples of Subscriber code that may be included in Subscriber Context). Upon termination or deletion, Zenable shall ensure that any copies of Subscriber's Inputs and Subscriber Provided Materials (excluding any samples of Subscriber code that may be included in Subscriber Context) retained in backup systems either identified or de-identified are deleted in accordance with Zenable's standard backup deletion cycles, and shall not use such Inputs during the interim. This provision shall survive termination of this Agreement until all such Inputs (excluding any samples of Subscriber code that may be included in Subscriber Context) are fully deleted.

Enterprise Subscribers may, at any time and for any reason, request the sanitization of their Subscriber Context from Zenable's systems. "Sanitization" shall mean the removal or masking of any information from Subscriber Context that could identify, directly or indirectly, any person, organization, or sensitive asset, including by anonymizing, pseudonymizing, redacting, or otherwise obfuscating such data. Zenable shall comply with such request within thirty (30) business days of receipt, certifying deletion or completion of the sanitization in writing upon Subscriber's request.

2.10 If Zenable reasonably believes that a violation of this Agreement has occurred or may occur in the near future in a manner that may disrupt the Service or Zenable websites for its customers or other users, Zenable may suspend or terminate Subscriber's access to the Services and Zenable websites, without any liability to Zenable and in addition to any other remedies that may be available to Zenable.

2.11 Zenable may modify the Platform or Zenable's applications from time to time. Subscriber shall have the option to, but not be obliged to, take any enhancements, modifications or updates which involve any additional Fees. During the term of this Agreement, Subscriber may request feature changes or additions in the nature of software development, customization add-in, documentation and/or integration services. To the extent any such requests are honored in Zenable's sole discretion, such feature requests fulfilled by Zenable are not exclusive to Subscriber, and Zenable may perform services of any type or nature for any other person or entity at any time.

2.12. The Documentation and/or Order Form specify the administrative, physical, technical, and other safeguards applied to Subscriber Context on the Platform and describe other aspects of system management applicable to the Platform.

2.13 Zenable will make the Services available to Subscriber as indicated on the Order Form. The Services will be deemed accepted upon the Service Start Date. Any updates, bug fixes, or upgrades (Corrections) to the Services will be deemed accepted by Subscriber on the day such Corrections are delivered.

3. INDEPENDENT CONTRACTOR.

3.1 The Parties intend that Zenable be treated as an independent contractor. Neither Zenable nor any of Zenable's employees or subcontractors shall be deemed for any purpose an employee of Subscriber. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power, or authority to enter into any agreement on behalf of, or incur any obligation or liability on behalf of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, an association, agency, joint venture, or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

3.2 Zenable has the right to (a) control and direct the means, manner, and method by which the Services are performed and (b) to perform the Services at any place or location and at such time as Zenable may reasonably determine.

3.3 From time to time, Zenable may engage third party independent contractors or consultants to aid Zenable in performing Zenable's duties under this Agreement.

3.4 Zenable shall have the right to control its personnel and to determine who works on projects pursuant to this Agreement.

4. FEES, EXPENSES, RECORDS, AND TAXES.

4.1 In exchange for the licenses granted hereunder, commencing on the Billing Start Date, Subscriber shall pay Zenable for the Term hereof the Fees, payable in advance, based on the Services and the number of users identified in the Order Form, and on any other commercial terms contained in this Agreement. Subscriber shall inform Zenable of any increases in the number of users no later than seven (7) days after the date of such increase and the Order Form will be deemed amended accordingly. Zenable reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Term or then current renewal term, upon thirty (30) days prior notice to Subscriber (which may be sent by email). Zenable may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Subscriber thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month, compounded monthly, on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. Subscriber shall be responsible for all taxes associated with Service(s) other than U.S. taxes based on Zenable's net income. Subscriber will not be entitled to a refund or credit from Zenable under any circumstance. However, Zenable may, at its sole discretion, offer a refund, discount or credit.

4.2 Subscriber may purchase Pay as You Go Credits to use the Services ("Pay as You Go Credits"). Subscriber will have an opportunity to review current rates for Pay as You Go Credits prior to purchase. If Subscriber chooses to buy Pay as You Go Credits, Subscriber will have access to the features of the Service included in the relevant package, as described on the pricing page, and other than the monthly payment requirement, all of the other terms and conditions of this Agreement will still apply. Pay as You Go Credits roll over each month, and expire 1 month after purchase. Pay as You Go Credits have no cash value, cannot be refunded or redeemed for cash, and represent a limited license to use Services for the specified volume and type of service.

4.3 From time to time at Zenable's discretion, Zenable may offer a promotional, free trial period of a specified duration for specified Services ("Trial Period"). To activate the Trial Period, Subscriber will be required to (1) enroll for the eligible Services of its choice, and (2) provide valid payment information to Zenable at the time of enrollment. Upon the expiration of the Trial Period, Subscriber will be charged on a monthly basis at the then-current rate for the Services it has selected. Prior to the expiration of the Trial Period, Zenable will notify Subscriber of the upcoming expiration of its Trial Period. If the payment method Zenable has on file for Subscriber is declined, Subscriber must provide to Zenable a new, valid payment method for the Services or Zenable reserves the right, without further notice, to immediately suspend or cancel Subscriber's continued use of the Services.

To be eligible for a Trial Period, Subscriber must be a new customer and sign up for Services using the "Start Free Trial" option (or other like wording). The Promotional Free Trial offer cannot be combined with any other offer(s) and is available for a limited time. Promotional Free Trial offers are provided through a 100% discount to charges for the first bill immediately following fulfilling the eligibility criteria. Subscriber can pause its subscription or delete its account at any time via the Settings section in the Account & Billing area. Pausing Subscriber's subscription or deleting Subscriber's account will become effective immediately. Subscriber will not receive a refund for previously billed charges. Terms, conditions, pricing, special features, and service and support options subject to change without notice.

4.4 Zenable shall be responsible for determining the applicability of any sales, use, excise, or similar transactional taxes that Zenable may be obligated to collect from Subscriber under applicable law, if any. Zenable shall separately state any such taxes on each invoice. Subscriber shall pay all such taxes on the invoice or, in lieu of the payment of any such taxes, may provide Zenable with a certificate acceptable to the taxing authorities verifying any exemption from payment of such taxes.

5. CONFIDENTIAL INFORMATION, ACCESS, AND COOPERATION

5.1 Subscriber and Zenable understand and agree that in the performance of this Agreement each Party may have access to private or confidential information of the other Party which either is marked as "confidential", or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each of us shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this Agreement. This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. All confidential information will remain the exclusive property of the owner. Subscriber agrees that Zenable may use its name and logo in marketing materials, websites and advertisements to publicize the fact that Subscriber is a customer, but not in any manner that suggests some other association with or endorsement of Zenable by Subscriber. The obligations in this section do not restrict Zenable's rights, set forth in Section 2.7, to use Guardrails for machine learning and AI Model training and improvement.

5.2 Each executed Order Form (including all pricing and commercial terms), any provisions of this Agreement the Parties negotiate that Zenable does not publish as part of its standard Terms of Service, and any recommendations Zenable formulates in the course of the Services, are Confidential Information. For clarity, the standard terms Zenable publishes (e.g., at zenable.io/terms) are not Confidential Information.

6. COPYRIGHT PROTECTION; USE RESTRICTIONS; SECURITY

6.1 Subscriber agrees that the Services specifications, including without limitation, the editorial coding and metadata contained therein, are the property of Zenable or Zenable's licensors. The works and databases included in the content of the Services are protected by applicable copyright and/or patent laws.

6.2 Subscriber agrees that only Authorized Users shall be permitted access to the Services. Except as set forth herein, no clients or other persons or entities who are not legal employees of Subscriber or independent contractors consulting for Subscriber in the ordinary course of Subscriber's business may be Authorized Users. Subscriber shall not reverse engineer, decompile or disassemble any part of the Services except as may be authorized as part of participation in Zenable's bug bounty or vulnerability disclosure program. Subscriber further agrees that neither Subscriber nor any Authorized User shall store (except as permitted under this Agreement for retrieval and display purposes only), copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works (including, without limitation, trading algorithms), test algorithms in conjunction with, or distribute by any means the Services in whole or in part to anyone, including, but not limited to, other employees of Subscriber, without Zenable's express prior written consent; provided, however, that Authorized Users may on an occasional basis in the normal course of business include limited portions of the Services (a) in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and (b) in email and instant messaging communications with other employees and/or securities professionals.

6.3 Without limiting the foregoing, under no circumstances shall distribution under this Section by Subscriber be permitted if such distribution may be viewed as a substitute for a subscription to the Services. Subscriber agrees that when using the Services in this way, the facts, content, and intent of the Services will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Services or Zenable.

6.4 Other than as expressly set forth in this Agreement, no license or intellectual property rights owned or licensed by Zenable are granted to Subscriber, and all such rights are hereby expressly reserved. However, Subscriber shall own all right, title and interest in and to Subscriber's data. Notwithstanding anything to the contrary, Zenable shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service(s) and related systems and technologies (excluding Subscriber code, except to the extent that samples of Subscriber code may be included in Subscriber Context), and Zenable will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Service(s) and for other development, diagnostic and corrective purposes in connection with the Service(s) and other Zenable offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.

7. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

7.1 Subscriber represents and warrants that it (i) has the corporate power and authority to enter into this Agreement and each Order Form and to fully perform its obligations under this Agreement and each Order Form; and (ii) will not make any unauthorized representation or warranty to any third party relating to any Services.

7.2 Zenable represents and warrants that (i) it has the corporate power and authority to enter into this Agreement and each Order Form and to fully perform its obligations under this Agreement and each Order Form (ii) the Services performed under this Agreement and each Order Form shall be performed or provided by competent personnel in a professional and workmanlike manner. Subscriber acknowledges that impenetrable security cannot be attained in real-world environments and that Zenable does not guarantee protection against breaches of security, or the finding or successful prosecution of individuals obtaining unauthorized access. Zenable does not and could not guarantee that any network, computer systems, or any portions thereof are secure. Zenable does not warrant that use of any Services will be uninterrupted or error-free or that any defect in any Outputs or Deliverables it provides will be correctable or that events or incidents will be fully contained.

7.3 Subscriber warrants that it owns all right, title, and interest in and to, or has full and sufficient right and authority to use in the manner contemplated by this Agreement, any Subscriber Context or Subscriber Provided Materials furnished by Subscriber to Zenable hereunder.

7.4 Zenable warrants that it owns all right, title, and interest in and to, or has full and sufficient right and authority to use in the manner contemplated by this Agreement, any Outputs furnished to Subscriber by Zenable hereunder, that it has no obligations to any third party which will in any way limit or restrict its ability to perform any obligations to Subscriber hereunder, and that provision of the Services called for by this Agreement does not and shall not violate any applicable law, rule, or regulation (including, if appropriate and applicable, the provisions of the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1, et seq., as amended, and E.O. 13224 and P.L. 107-56, which prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism), any contracts with third parties, or any third-party rights in any patent, trademark, copyright, trade secret, or similar right.

7.5 EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT OR IN ANY ORDER FORM, THE SERVICES, THE CONTENTS THEREIN AND ANY OUTPUTS, DELIVERABLES OR DOCUMENTATION FURNISHED UNDER THIS AGREEMENT AND ANY ORDER FORM ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS WITH NO WARRANTIES OR REPRESENTATIONS OF ANY KIND. ZENABLE DOES NOT MAKE ANY AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS, ENDORSEMENTS, GUARANTEES, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR PAST DEALINGS BETWEEN THE PARTIES. ZENABLE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES.

8. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO FEES AND EXPENSES DUE UNDER SECTION 4, A BREACH OF SECTION 5, OR INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR EITHER PARTY'S WILLFUL MISCONDUCT, (i) ZENABLE'S LIABILITY TO THE SUBSCRIBER, INCLUDING ALL LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ORDER FORM, FROM ANY CAUSE OR CAUSES, AND REGARDLESS OF THE LEGAL THEORY, INCLUDING BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR STATUTORY LIABILITY, SHALL NOT IN THE AGGREGATE EXCEED THE AMOUNTS PAID TO ZENABLE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND (ii) IN NO EVENT SHALL ZENABLE OR SUBSCRIBER OR THEIR SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO ZENABLE, SUBSCRIBER, AUTHORIZED USERS, OR ANY THIRD-PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE "EXCLUDED DAMAGES"), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES' LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

9. INDEMNIFICATION.

9.1 Each Party (the "Indemnitor") shall indemnify, defend and hold harmless the other Party (the "Indemnitee") and its officers, directors, employees, agents, subsidiaries and Affiliates (as defined below) from and against any and all third party claims, demands, lawsuits, causes of action, and liabilities, including reasonable attorney's fees, to the extent related to or arising out of (i) Indemnitor's breach of this Agreement or a specific representation or warranty hereunder; (ii) Indemnitor's willful misconduct or negligent acts or omissions of the Indemnitor; and (iii) solely with respect to Zenable's indemnification of Subscriber, and subject to Zenable's rights below, any alleged infringement of any United States patent, copyright or trade secret by Services as delivered by Zenable (excluding any open source components or third party specifications). In the event of any claim, suit, or proceeding relating to intellectual property infringement, Zenable shall have the right, at its sole option, to obtain the right to continue use of the affected Services, or to replace or modify the affected Services so that they may be used without infringement of a third party's United States patent, copyright or trade secret rights. If neither of the foregoing options is available to Zenable on a commercially reasonable basis, Zenable may terminate this Agreement immediately upon written notice to Subscriber, and within thirty (30) days after such termination shall pay Subscriber a termination fee equal to fees paid for the infringing Services plus all fees prepaid by Subscriber attributable to any time periods after such termination. Upon such termination, Subscriber will have no further right to use the infringing Services. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE RIGHTS AND REMEDIES SET FORTH IN THIS SECTION CONSTITUTE THE ENTIRE OBLIGATION OF ZENABLE AND THE EXCLUSIVE REMEDIES OF SUBSCRIBER WITH RESPECT TO ANY THIRD-PARTY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM.

9.2 The Indemnitee agrees to provide prompt written notice to Indemnitor of any claim or proceeding subject to indemnity hereunder. The Indemnitee agrees to give the Indemnitor the opportunity to select counsel, defend, negotiate, and settle any claims subject to indemnity and provide to the Indemnitor all information in its possession, custody, and control, and reasonable cooperation to enable the Indemnitor to carry on the defense of such claims subject to indemnity. Further, the Indemnitee shall not be responsible for or bound by any settlement of any claims subject to indemnity by the Indemnitor without prior written consent of the Indemnitee, which shall not be unreasonably delayed, conditioned, or withheld.

9.3 As used herein, "Affiliate" means any entity controlling, controlled by, or under common control with either Party. The term "control" and its correlative meanings, "controlling," "controlled by," and "under common control with," means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of all voting equity interests in an entity.

10. TERM AND EARLY TERMINATION

10.1 This Agreement shall become effective when Subscriber completes the Order Form or otherwise begins receiving, accessing or using Zenable's websites or services and, unless terminated earlier in accordance herewith, shall continue from the Billing Start Date for the period specified in the Order Form. This Agreement shall automatically renew for subsequent like terms unless either Party gives the other written notice of its intention not to renew no later than thirty (30) days prior to the end of the then current term. For clarity: (i) in the event Subscriber executes the Order Form after the Billing Start Date then this Agreement will be deemed effective from the Billing Start Date, and (ii) in the event Subscriber receives the Service before the Order Form is executed, then this Agreement shall be deemed effective from the Service Start Date.

10.2 This Agreement may be terminated by either Party for cause, immediately upon delivery of a written notice of termination for cause to the other Party, as follows: (a) if either Party commits a breach of any provision of this Agreement the other Party may then deliver a written notice to the breaching Party terminating this Agreement, in which event this Agreement, and the licenses granted hereunder, will terminate on the date specified in such notice; or (b) if a receiver is appointed over any assets of either Party or if either Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business. If this Agreement is terminated before the end of its then current term for any reason other than by Subscriber under this Clause 10.1 or 10.2, then Subscriber will pay to Zenable as liquidated damages the amount due by Subscriber for the previous calendar month times the number of months remaining in such Term (Liquidated Damages) within 30 days after such termination. The Parties agree that the Liquidated Damages under this clause are not intended to be and will not be punitive in effect and that the Liquidated Damages are a genuine pre-estimate of loss (which may be difficult to ascertain) resulting from early termination of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, if Subscriber receives any notice of late payment under this Agreement in any form, written or electronic, from Zenable including any business division (e.g., Zenable's Credit Department), such notice will be deemed to be a Notice of Breach. Notwithstanding anything to the contrary, the license granted in Section 2 for Guardrails shall survive any expiration or termination of this Agreement.

10.3 If Subscriber breaches any of its obligations under this Agreement in any material respect, then, in addition to Zenable's right to terminate this Agreement and any other rights and remedies that Zenable may have, Zenable may suspend performance of all services under this Agreement until the default is cured.

10.4 Survival. In addition to the terms of this Section, those Sections which by their express terms or clear intent survive any termination or expiration of this Agreement, including, without limitation, Sections 4, 5, 7, 8, and 9 and any payment obligations of Subscriber that accrue prior to such termination or expiration, shall survive any termination or expiration of this Agreement.

11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement and each fully executed Order Form and any amendments thereto, constitute the entire agreement between the Parties hereto relating to the subject matter hereof and supersede all prior oral and written and all contemporaneous oral negotiations, commitments and understandings of the Parties. Neither Party has entered into this Agreement in reliance upon any representation, warranty, condition or undertaking of the other Party that is not set out or referred to in this Agreement or an Order Form. This Agreement and the Order Forms shall not be modified or amended in any respect, nor shall any of their terms or conditions be waived, except by a subsequent writing, mutually agreed upon and executed by the authorized representatives of both Parties.

11.2 Binding Effect and Third Party Beneficiaries. Except if specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third-party is a beneficiary of this Agreement. No provisions of this Agreement or any Order Form are intended nor shall they be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any other party.

11.3 Legal Effect. If any provision of this Agreement or any Order Form shall be held illegal, invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the Parties shall substitute for the invalid provision a valid provision which most closely approximates the economic effect and the intent of the invalid provision.

11.4 Waiver. Except where specifically stated to the contrary, all remedies available to either Party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A delay, waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter. A waiver to be valid shall be in writing, but need not be supported by consideration. No single waiver shall constitute a continuing or subsequent waiver.

11.5 Force Majeure. Any failure or delay by Zenable in the performance of its obligations pursuant to this Agreement or any Order Form will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, and quarantines, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Zenable.

11.6 Choice of Law and Venue. This Agreement, as well as any and all tort claims arising from this Agreement or any Order Form or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement or any Order Form, will be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, United States, applicable to contracts made entirely within Pennsylvania and wholly performed in Pennsylvania, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Allegheny County, Pennsylvania. With regard to any such proceedings, each of the Parties consents to such courts' exercise of personal and subject matter jurisdiction over it, waives any venue objections to such courts, and agrees to accept service of process in the manner set forth for notices in this Agreement. In the event a dispute arises regarding this Agreement, the prevailing Party shall be entitled to its reasonable attorney's fees and expenses incurred in any litigation in addition to any other relief to which it is entitled.

11.7 Assignment. This Agreement is not transferable, assignable, delegable, or sublicensable by Subscriber in whole or in part, without the prior written permission of Zenable. This Agreement is transferable and assignable by Zenable. Any assignment in violation of this Section shall be void. Subject to the foregoing, this Agreement and each Order Form shall be binding upon and inure to the benefit of the successors and assigns of Subscriber and Zenable.

11.8 Notices. Any written notice hereunder shall become effective as of the earlier of (1) the date of mailing by registered or certified mail or (2) the date of emailing and shall be deemed sufficiently given if sent to the email addresses stated herein and/or on the Order Form or to such other address as may hereafter be specified by notice in writing. Zenable's email address is hello@zenable.io.

11.9 Injunctive Relief. If Subscriber breaches Section 2. of this Agreement, Zenable will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and Subscriber acknowledges and agrees to not contest such application.

11.10 Non-Exclusive Agreement. Zenable will be free to do similar business either for itself or for any other party or offer similar services to any third parties but without in any way affecting the Services agreed to be offered by the Zenable either under this Agreement or under any Order Form.

11.11 Severability. If any provision or portion thereof of this Agreement or any Order Form or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability. All other provisions and portions of them hereunder will not be affected by the invalidity and will be valid and enforced to the fullest extent permitted by law.

11.12 Health Insurance Portability and Accountability Act of 1996 ("HIPAA"). If Subscriber is a Covered Entity (as defined by HIPAA), an Enterprise Subscriber, and provides individually identifiable health information or PHI (each as defined by HIPAA) to Zenable as a Business Associate (as defined by HIPAA), then Subscriber shall timely provide Zenable with a Business Associate Agreement for signature and incorporation by reference herein.

11.13 Export Control. Subscriber may not remove or export from the United States or allow the export or re-export of the Service(s), Zenable's applications or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, Zenable's applications and documentation are "commercial items" and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be "commercial computer software" and "commercial computer software documentation." Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.