Terms of Service

Last Modified: April 24, 2025

These AI Terms of Use (this “Agreement”) are a binding contract between you or the entity you represent (“Customer,” “you,” or “your”) and z3d.ai (“Provider,” “we,” or “us”). This Agreement governs your access to and use of the Services. Services provided under this Agreement are for business or commercial, and not personal or consumer, use.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “Continue” BUTTON TO ESTABLISH ACCESS AND USE THE SERVICES FOR THE FIRST TIME (the “Effective Date”). BY CLICKING ON THE “Continue” BUTTON OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

• “Aggregated Statistics” has the meaning set out in Section 2(d).
• “AI Customer Input” means information, data, materials, text, prompts, images, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.
• “AI Customer Output” means information, data, materials, text, images, code, works, or other content generated by or otherwise output from the Services in response to an AI Customer Input.
• “AI Technology” means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.
• “API” means any application programming interface Provider makes available in connection with the Services as described on Provider’s website available at https://www.z3d.ai/api.
• “AUP” has the meaning set out in Section 3(a).
• “Authorized User” means Customer and Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer under this Agreement and (ii) for whom access to the Services has been purchased hereunder.
• “Confidential Information” has the meaning set out in Section 5.
• “Customer Data” means AI Customer Input and AI Customer Output. Customer Data does not include Aggregated Statistics.
• “Documentation” means Provider’s end user documentation relating to the Services available at https://docs.z3d.ai.
• “Feedback” has the meaning set out in Section 7(c).
• “Fees” has the meaning set out in Section 4.
• “Losses” has the meaning set out in Section 9(a)(i).
• “Personal Information” means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual…
• “Privacy Policy” has the meaning set out in Section 6.
• “Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data…
• “Provider IP” means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User…
• “Services” means the services provided by Provider under this Agreement that are detailed on Provider’s website available at https://www.z3d.ai and any APIs.
• “Service Suspension” has the meaning set out in Section 2(f).
• “Term” has the meaning set out in Section 11(a).
• “Third-Party Claim” has the meaning set out in Section 9(a)(i).
• “Third-Party Products” means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services…
• “Training Data” means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of Provider to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.

2. Access and Use

(a) Provision of Access.

Subject to the terms and conditions of this Agreement, Provider hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Provider shall provide you the necessary passwords and access credentials to allow you access to the Services.

(b) Documentation License.

Subject to the terms and conditions contained in this Agreement, Provider hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(c) Use Restrictions.

You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:

• copy, modify, or create derivative works of the Services or Documentation;
• rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;
• reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services;
• access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology;
• use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Customer Output;
• remove any proprietary notices from the Services or Documentation;
• use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule;
• submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.

(d) Aggregated Statistics.

Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer’s use of the Services and collect and compile data and information related to Customer’s use of the Services to be used by Provider in an aggregated and anonymized manner. All right, title, and interest in Aggregated Statistics belong to Provider.

(e) Reservation of Rights.

Provider reserves all rights not expressly granted to Customer in this Agreement.

(f) Suspension.

Provider may temporarily suspend Customer’s and any other Authorized User’s access to any portion or all of the Services if:

• there is a threat or attack on any of the Provider IP;
• Customer’s or any other Authorized User’s use disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider;
• Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities;
• subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding;
• Provider’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law;
• Customer is using the Services in material violation of Section 2(c) or the AUP;
• any vendor of Provider has suspended or terminated Provider’s access to or use of any third-party services or products required to enable Customer to access and use the Services;
• any other event specified in the AUP.

Provider shall use commercially reasonable efforts to provide notice of any Service Suspension and to resume access as soon as possible. Provider will have no liability for any damage or losses resulting from a Service Suspension.

3. Customer Responsibilities

(a) Acceptable Use Policy; Provider Policies.

The Services may not be used for unlawful, fraudulent, offensive, or obscene activity, as further described and set out in Provider’s acceptable use policy (“AUP”) located at https://www.z3d.ai/acceptable-use-policy, as may be amended from time to time, which is hereby incorporated herein by reference. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, requirements, and policies that may be posted on https://www.z3d.ai from time to time, including the AUP.

(b) Account Use.

You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the foregoing, you are responsible for all acts and omissions of Authorized Users. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions and cause them to comply with such provisions.

(c) Use of AI Customer Output.

You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, completeness, and other factors relevant to your use before using, distributing, or relying on such Output and (ii) your decisions, actions, and omissions in reliance on or based on the AI Customer Output.

(d) Passwords and Access Credentials.

You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity and shall promptly notify us of any unauthorized access.

(e) Third-Party Products.

The Services may permit access to Third-Party Products, which are subject to their own terms and conditions. You shall comply with all applicable pass-through terms made available through the Documentation or otherwise.

4. Fees and Payment

Customer shall pay Provider the fees as described on https://www.z3d.ai/pricing (“Fees”) either immediately (payment as a condition precedent of access) or, if expressly agreed by Provider, within thirty (30) days from the invoice date without offset or deduction.

If Customer fails to make any payment when due, without limiting Provider’s other rights and remedies:

• Provider may charge interest on the past due amount at 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted by law;
• Customer shall reimburse Provider for all reasonable costs incurred in collecting late payments or interest, including attorneys’ fees and collection agency fees;
• if the failure continues for thirty (30) days or more, Provider may suspend Customer’s access under Section 2(f) until payment is made in full.

All Fees are exclusive of taxes. Customer is responsible for all taxes, duties, and charges imposed by any governmental authority, other than taxes on Provider’s income.

5. Confidential Information

From time to time, Provider and Customer may disclose or make available information about their business affairs, products, trade secrets, or other sensitive information (“Confidential Information”). Without limiting the foregoing, Provider IP is Provider’s Confidential Information and Customer Data is Customer’s Confidential Information. Confidential Information does not include information that:

• is in the public domain at the time of disclosure;
• was known to the receiving party at the time of disclosure;
• was rightfully obtained from a third party;
• was independently developed by the receiving party without use of the Confidential Information.

The receiving party may only disclose the other party’s Confidential Information to its employees, agents, or subcontractors who need to know for performance hereunder and who are bound to confidentiality obligations at least as protective as this Section. Confidential Information may be disclosed if required by law, provided the disclosing party gives prior notice and attempts to obtain a protective order.

Obligations of non-disclosure expire five (5) years after disclosure, except for trade secrets, which remain protected for as long as they qualify under applicable law.

6. Privacy Policy

Provider complies with its privacy policy, available at https://www.z3d.ai/privacy-policy (“Privacy Policy”), in providing the Services. By accessing or using the Services, you acknowledge you have reviewed and accepted the Privacy Policy and consent to actions taken by us with respect to your information in compliance with its then-current version.

7. Intellectual Property Ownership; Feedback

(a) Provider IP.

Customer acknowledges that Provider owns all right, title, and interest, including intellectual property rights, in and to the Provider IP. For Third-Party Products, the applicable third-party providers own all rights therein. Provider grants Customer a non-exclusive, royalty-free, perpetual, worldwide license to reproduce, distribute, and display the Provider IP and Third-Party Products solely as necessary to use AI Customer Output for internal business purposes.

(b) Customer Data.

Customer owns all right, title, and interest in Customer Data. Customer grants Provider a non-exclusive, royalty-free, worldwide license to use and Process Customer Data as necessary to provide the Services and to improve the Services, including training and enhancing AI Technology. Provider may delete Customer Data if it violates this Agreement or applicable law.

(c) Feedback.

If you provide comments, suggestions, or other feedback (“Feedback”), Provider is free to use it without restriction or compensation. Feedback is non-confidential and assigned to Provider upon submission.

8. Limited Warranty and Warranty Disclaimer

(a) Customer Warranty.

You represent and warrant that you have all necessary rights in Customer Data so that its use by Provider under this Agreement does not infringe any third-party rights or violate any law, and that Customer Data (other than AI Customer Output) contains no Personal Information.

(b) DISCLAIMER.

THE SERVICES AND AI CUSTOMER OUTPUT ARE PROVIDED “AS IS,” AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. PROVIDER MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE, OR THAT ERRORS WILL BE CORRECTED. AI CUSTOMER OUTPUT MAY BE INACCURATE, BIASED, OR OTHERWISE UNSUITABLE.

9. Indemnification

(a) Provider Indemnification.

(i) Provider shall indemnify, defend, and hold harmless Customer from and against any and all losses, liabilities, damages, costs, or expenses (including reasonable attorneys’ fees) (“Losses”) resulting from any third-party claim that the Services infringe or misappropriate such third party’s U.S. intellectual property rights, provided Customer promptly notifies Provider and cooperates in the defense.

(ii) If such a claim is made or anticipated, Customer agrees to permit Provider, at its sole discretion, to (A) modify or replace the Services to make them non-infringing; or (B) obtain the right for Customer to continue use. If neither is reasonably available, Provider may terminate this Agreement with respect to the infringing portion.

(iii) This indemnity does not apply to claims arising from:

• Customer’s combination of the Services with other products not provided by Provider;
• modifications to the Services by anyone other than Provider;
• Customer Data other than AI Customer Output;
• Third-Party Products not incorporated into the Services;
• removal or circumvention of any security or safety features;
• Customer’s breach of this Agreement or the AUP;
• Training Data or AI Customer Output itself;
• trademark claims based on Customer’s use of AI Customer Output in commerce.

(b) Customer Indemnification.

Customer shall indemnify, hold harmless, and, at Provider’s option, defend Provider and its affiliates from any Losses arising from any third-party claim that Customer Data (other than AI Customer Output) infringes intellectual property rights, or from Customer’s negligence, willful misconduct, or violation of this Agreement.

(c) Sole Remedy.

THIS SECTION 9 SETS OUT CUSTOMER’S SOLE REMEDIES AND PROVIDER’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY CLAIMS, AND IN NO EVENT WILL PROVIDER’S LIABILITY EXCEED $500.

10. Limitations of Liability

EXCEPT AS PROHIBITED BY LAW, IN NO EVENT WILL PROVIDER BE LIABLE UNDER ANY LEGAL THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, GOODWILL, OR DATA, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT AS PROHIBITED BY LAW, PROVIDER’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

11. Term and Termination

(a) Term.

The term begins on the Effective Date and continues until terminated (“Term”).

(b) Termination.

In addition to other rights:

• Provider may terminate for any reason upon thirty (30) days’ notice; you may terminate for any reason upon sixty (60) days’ notice.
• Either party may terminate immediately for material uncured breach or insolvency events.

(c) Effect of Expiration or Termination.

Upon termination, Customer must stop using Provider IP. Customer remains liable for accrued Fees. Provider may delete Customer Data within thirty (30) days, except as required by law.

(d) Survival.

Sections 4, 5, 7–10, 11(d), 13–15, and any provisions that by their nature survive, will survive termination.

12. Modifications

We may modify this Agreement in our sole discretion by posting updates. You will be notified of material changes. Continued use after the effective date constitutes acceptance.

13. Export Regulation

The Services may be subject to U.S. export control laws. You shall comply with all applicable export and re-export restrictions and obtain any required government approvals.

14. Governing Law and Jurisdiction

This Agreement is governed by the laws of the State of California without regard to conflict-of-law rules. Any suit must be brought in the federal or state courts in Santa Clara County, California, and each party submits to their jurisdiction.

15. Miscellaneous

This Agreement, together with any Order, constitutes the entire agreement and supersedes all prior understandings. Any notices must be sent to [email protected] or by mail to:

z3d.ai
3500 Emerson St
Palo Alto, CA 94306

You consent to receive electronic communications from us, including notices about fees, transactional information, and other disclosures, which will satisfy any legal requirement to provide these in writing.

The invalidity, illegality, or unenforceability of any provision does not affect any other provision. Our failure to enforce any right is not a waiver of that right.

This Agreement is personal to you and may not be assigned without our prior written consent. We reserve the right to assign this Agreement and delegate obligations.