Business Terms of Service

1. Scope and acceptance

These Business Terms govern access to Zeroshot Cloud and related websites, APIs, command-line tools, support, and services (the “Service”). They form an agreement between COVIBES LABS AS, doing business as The Open Engine Company (“Company”), and the organization or business on whose behalf the Service is used (“Customer”).

The Service is offered only for business or professional use, not for personal, family, or household use. The person accepting this agreement confirms that they are at least 18 and authorized to bind Customer.

An online order, order form, or other ordering document is an “Order”. Customer accepts this agreement by creating an organization, accepting an Order, or accessing or using the Service after receiving notice of these Terms. The Order, these Terms, the Data Processing Agreement (“DPA”), and documents they expressly incorporate form the agreement. An Order controls over these Terms for a direct conflict; the DPA controls for its subject.

2. Service and accounts

During the applicable term, Company grants Customer a limited, non-exclusive, non-transferable right to let its authorized personnel use the Service for Customer’s internal business purposes, subject to the Order and documentation.

Customer controls its users and organizations and is responsible for their activity, account permissions, connected services, credentials, and compliance with this agreement. Customer must protect access credentials and promptly report suspected compromise.

Plans, usage allowances, technical limits, and support are those shown in the Service or Order. No service level applies unless an Order says otherwise. Company may change free or preview features at any time and may evolve paid features without materially reducing the paid Service during its then-current subscription term, except where a change is needed for law, security, or a third-party dependency.

3. Customer Content and AI output

“Customer Content” means data, code, prompts, instructions, files, credentials, and other material submitted to the Service, plus resulting output. Customer retains its rights in Customer Content.

Customer grants Company the rights needed to host, copy, transmit, execute, modify, and otherwise process Customer Content only to provide, secure, support, and maintain the Service, follow Customer’s instructions, and comply with law. Company does not use Customer Content to train general-purpose models unless Customer separately instructs or agrees to that use in writing.

As between the parties and to the extent the law permits, Customer owns generated output and Company assigns any rights it may have in that output to Customer. Output may be inaccurate, incomplete, insecure, non-unique, or subject to third-party rights. Customer must review output before relying on, publishing, or deploying it.

Customer is responsible for its Customer Content, instructions, legal bases, notices, permissions, and use of output. Where Company processes personal data for Customer, the DPA applies.

4. Acceptable use and enforcement

Customer must not, and must not enable anyone to, use the Service to:

• break the law, violate another person’s rights, or process data without required authority;
• introduce malware, gain unauthorized access, or disrupt, probe, or burden systems or networks;
• bypass security, usage limits, access controls, or technical restrictions;
• build or operate prohibited AI practices or regulated high-impact decisions without lawful safeguards;
• misrepresent generated output as human-made where disclosure is required; or
• resell, sublicense, or provide the Service to third parties except as an Order permits.

5. Restrictions and moderation

Company may investigate abuse signals, metadata, reports, and Customer Content where access is necessary and lawful. It may block activity, remove or restrict material, or suspend access when it reasonably believes the agreement, law, third-party rights, or Service security is at risk.

Measures may use automated technical controls and human review. Company will give affected recipients the reasons required by law, including any material use of automated means and available redress, unless law permits or requires otherwise. Customer may challenge a measure at legal@theopenengine.com.

A notice of allegedly illegal content may be sent to legal@theopenengine.com and must give a substantiated explanation of why the information is illegal, its exact electronic location and any other information needed to identify it, the reporter’s name and email unless law permits omission, and a good-faith statement that the information and allegations are accurate and complete. Company will confirm receipt and communicate its decision and available redress without undue delay.

6. Third-party services

Customer may connect identity, source-control, model, cloud, payment, or other third-party services. Customer authorizes Company to exchange Customer Content with those services as directed. Their terms and privacy practices govern their services, and Company does not control them.

Company is not responsible for a third-party service, its availability, or changes it makes, except to the extent Company is legally responsible for its own selection or use of a subprocessor under the DPA.

7. Fees, subscriptions, and credits

Customer will pay the fees, in the currency, and on the schedule shown in the Order. Prices exclude taxes unless expressly stated otherwise. Customer is responsible for applicable taxes other than taxes on Company’s net income.

A subscription renews for successive periods matching its billing period until cancelled. Cancellation and downgrades take effect at the end of the current paid period; upgrades may take effect immediately with the displayed prorated charge.

Purchased usage credits expire as disclosed when purchased, have no cash value, and are not transferable between customers. Payments are non-refundable except where this agreement, an Order, or mandatory law says otherwise. Company may suspend paid features for overdue amounts after reasonable notice.

8. Confidentiality and security

Each party will protect the other’s non-public information using reasonable care and use it only for this agreement. This duty does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction.

A party may disclose confidential information when law requires it, after advance notice where law permits. Company will maintain appropriate technical and organizational safeguards for the Service. DPA Schedule 2 describes safeguards for Customer Personal Data.

9. Company technology

Company and its licensors retain all rights in the Service, documentation, software, designs, and related technology. No right is granted except the limited right to use the Service under this agreement.

If Customer provides feedback, Company may use it without restriction or payment, but will not identify Customer as its source without permission.

10. Disclaimers

The Service uses probabilistic systems and third-party dependencies and may be interrupted or contain errors. Except for express commitments in this agreement, the Service is provided “as is” and “as available”.

To the extent law permits, Company disclaims implied warranties, including merchantability, fitness for a particular purpose, non-infringement, and any warranty that output will be accurate, unique, secure, or suitable for Customer’s use. Customer is responsible for backups and for validating code and output before use.

11. Suspension and termination

Customer may stop using the Service and cancel subscriptions through the available account or billing controls. Company may suspend access immediately where reasonably necessary for security, law, non-payment, or material breach, and will limit the suspension where practical.

Either party may terminate an affected Order for an uncured material breach after reasonable written notice, or immediately if the breach cannot be cured or the other party becomes insolvent. Company may end a free Service or decline renewal of a paid Service on reasonable notice.

Customer should export Customer Content before termination. After termination, Company will delete or return Customer Personal Data as the DPA states and may retain information required by law, security, dispute, or backup obligations. Accrued payment duties and provisions intended to survive remain effective.

12. Export and switching

An organization owner may email legal@theopenengine.com to request export, switching, or erasure. Exportable data comprises Customer Content, account and organization configuration, run inputs, outputs, files, and associated metadata, provided in original formats or as JSON in a ZIP archive. Company software, internal security and abuse signals, operational telemetry, and orchestration data are excluded only where protected by intellectual-property or trade-secret rights and not required for switching. Deleted data cannot be recovered; credentials, third-party integrations, and provider-specific configuration may require reconfiguration.

Where the EU Data Act applies, the maximum notice period is two months and the transition period will be no more than 30 calendar days and completed without undue delay. Customer may extend the transition once for a period it considers appropriate. If 30 days is technically infeasible, Company will notify Customer within 14 working days and state an alternative period of no more than seven months.

During transition, Company will use due care, provide reasonable assistance to Customer and its authorized third parties, maintain contracted functions and security, and support Customer’s exit strategy. Exportable data and digital assets remain retrievable for at least 30 calendar days after transition and are erased after successful switching and that retrieval period unless law requires retention. Company will notify Customer when the affected Service ends: on completed switching, or when the notice period ends for erasure. Company does not impose switching charges.

Current export structures, formats, methods, and known limitations are maintained in this section.

13. Liability

To the extent law permits, neither party is liable for indirect, incidental, special, exemplary, or consequential loss, or for lost profits, revenue, goodwill, or anticipated savings.

Each party’s aggregate liability arising from the Service or agreement will not exceed the fees paid or payable for the affected Service during the 12 months before the event giving rise to liability.

These exclusions and limits do not apply to payment obligations, fraud, wilful misconduct, gross negligence, death or personal injury, or liability that law does not allow a party to limit.

14. Changes to these Terms

Company may update these Terms and will give reasonable advance notice of a material change. A change needed for law or security may take effect sooner. The updated Terms apply from their stated effective date; continued use after that date is acceptance of the updated Terms. A substantial adverse change to Customer’s data access or use will state a valid reason and take effect only at renewal unless law or security requires earlier effect. If it takes effect earlier, Customer may terminate the affected Service before then and Company will refund unused prepaid fees for that Service.

15. General

Neither party is liable for delay caused by events beyond its reasonable control. Neither party may assign this agreement without the other’s consent, except to an affiliate or in connection with a merger, reorganization, or sale of substantially all relevant assets.

This agreement is the entire agreement about the Service and replaces earlier discussions about it. Failure to enforce a term is not a waiver. If a term is unenforceable, it will be limited to the minimum extent necessary and the rest will remain effective. The parties are independent contractors and no third party receives rights under this agreement.

Norwegian law governs this agreement, without regard to conflict-of-law rules. The Oslo District Court has exclusive jurisdiction. Notices to Company must be sent to legal@theopenengine.com.