ZEUS Terms of Service Agreement

These Global Terms of Service (the "Terms") are a binding legal agreement between Omni Data Tech Inc., an Ontario corporation with its registered address at 3601 Highway 7 East, Suite 1006, Markham, Ontario, L3R 0M3, Canada ("Zeus", "we", "us"), and the business that accepts them or on whose behalf they are accepted (the "Customer", "you"). PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN, AMONG OTHER THINGS: AN ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (SECTION 30); A JURY-TRIAL WAIVER (SECTIONS 30 AND 31); BROAD DISCLAIMERS OF WARRANTIES (SECTION 26); STRICT LIMITATIONS AND EXCLUSIONS OF ZEUS'S LIABILITY (SECTION 27); YOUR INDEMNIFICATION OBLIGATIONS (SECTION 28); AND A SIX-MONTH CLAIM DEADLINE (SECTION 29).

1. Acceptance; Contracting Entity; Territory

Formation and acceptance. A binding agreement between you and Zeus forms on the earliest of: (a) your tapping the signup or continue control on any Zeus surface, where the accompanying notice states that continuing constitutes acceptance of these Terms; (b) your signing in through a third-party identity provider; or (c) any access to, browsing of, or use of any part of the Services by you or anyone acting for you, including any submission of data to the Services. Each of those acts constitutes your agreement to be bound by all of the terms and conditions set out in these Terms and in every document they incorporate. Your continued use of or access to the Services at any time is your conclusive acceptance of the then-current version of these Terms. Zeus records the version and timestamp of each user's acceptance; those records are Zeus's business records of contract formation.

Layered agreement; take-it-or-leave-it; sole remedy. Your acceptance covers, as one layered agreement (the "Agreement"): these Terms; the applicable jurisdictional terms Supplement; the Acceptable Use Policy; the Subscription, Billing, Cancellation & Refund Policy; the Mobile Application EULA; the Electronic Communications & Signature Terms; and the Copyright & Intellectual Property Policy — each as posted at https://fieldzeus.com/legal and each incorporated by this reference. A document that Zeus has not published at https://fieldzeus.com/legal does not form part of the Agreement, and no reference to such a document elsewhere in the Agreement incorporates it, makes any of its terms applicable to you, or subjects you to any obligation under it. The Services are offered to you conditioned on your acceptance of the Agreement without modification, including the class action waiver in Section 30. You may not vary any term. If you do not agree with any part of the Agreement, your sole and exclusive remedy is not to use, and to stop using, the Services.

Invited Users bound on first access. Every Member, Helper, and other Invited User given access to your Workspace is directly bound by these Terms — including the disclaimers, liability limitations, and dispute-resolution provisions — upon their first access to any part of the Services, and acquires obligations under the Agreement but no enforceable rights against Zeus. You are responsible for making the Agreement available to your Invited Users and for their compliance with it.

Launch territories; use elsewhere at your own risk. The Services are offered for customers in Canada, the United States, Australia, and New Zealand. Zeus may limit the availability of the Services, in whole or in part, by geography, person, or feature at any time. If you access the Services from any other location you do so on your own initiative and at your own risk, you are solely responsible for compliance with the laws of that location, and Zeus makes no representation that the Services are appropriate, lawful, or available there.

2. Definitions

Defined terms. Capitalized terms used in the Agreement have the meanings given in this Section or where first defined. "Zeus Parties" means Zeus, its Affiliates, and its and their officers, directors, employees, contractors, agents, licensors, vendors, service providers, suppliers, predecessors, successors, and assigns. "Affiliate" means an entity controlling, controlled by, or under common control with a party (50%+ voting interest). "Services" means all Zeus software, mobile and web applications, sites, APIs, features, modules, content, templates, seed catalogs, documentation, and related services, as modified at any time, provided on a current-functionality basis; Beta Features are expressly not part of the Services. "Software" means the Zeus mobile applications and any client software — licensed, not sold. "Customer Content" means everything you or your users submit or create in the Services, including data, text, photos, videos, documents, plans, drawings, signatures, communications, and price-book entries. "Customer Data" means the subset of Customer Content constituting your structured business records. "Client" means a person or company you do work for, including one whose data you enter or who interacts with you through tokenized links. "Worker Data" means personal information about your personnel, including time entries and their approval state, clock-in/out location snapshots, crew membership, records of a Worker's absence and the reason given for it, and records of a Worker's skills, certifications, licences or insurance. "Account Data" means registration, billing, device-telemetry, diagnostics, and site data for which Zeus is the independent controller. "Aggregated Data" means data derived from Customer Content or usage that no longer identifies you or any individual. "Authorized User" means any individual you permit to access your Workspace (the Account Owner, Administrators, Members, and Helpers). "Invited User" means Members, Helpers, and any other person given in-tenant access. "Link Recipient" means a person using a tokenized, expiring Zeus link without an account. "Workspace" means your tenant: the business-scoped data partition containing all your Customer Content, users, and settings. "Machine-Generated Output" means OCR-parsed drafts and any computed or derived output of the Services. "Offline Data" means the on-device working copy of Workspace data resident on your devices. "Field of Use" means business-management software for field-service and construction contractors. "High-Risk Use" means any activity in which use or failure of the Services could lead to death, bodily injury, or property or environmental damage. "Prohibited Data" has the meaning in the Acceptable Use Policy. "Beta Features", "Free Plan", "Trial", "Subscription", "Fees", "Taxes", "Third-Party Services", "Subprocessor", "DPA", "Privacy Policy", "Electronic Signature", "Payment Record", "Payment Link", "Dispute", "Arbitration Agreement", "Class Action Waiver", "Suspension", "Termination", and "Force Majeure Event" have the meanings given where those concepts are addressed in the Agreement. In the Agreement, "including" is non-exhaustive, every Zeus discretion is sole discretion, and headings are for convenience only.

3. Eligibility; Business Use; Authority

Business use only; age. The Services are offered solely for business and professional use by field-service, construction, trade, and related commercial businesses. The Services are not intended or offered for personal, household, or consumer use. Every user must be at least eighteen (18) years old and have full legal capacity. You represent on an ongoing basis that your registration information is and will remain accurate, that neither you nor any of your users has previously been suspended or removed from the Services, and that your and their use of the Services is lawful in every place from which the Services are accessed.

Authority to bind; personal fallback. The individual who signs up for, administers, or uses an account for a business — including anyone who uses a work email address or holds an owner or administrator role — is deemed an authorized representative of that business, and represents and warrants that they have the necessary right and authority to enter into the Agreement on behalf of that business and to bind it. If that authority is lacking, the individual is personally bound by the Agreement alongside any liability of the business. Designated in-app roles may bind the Customer to plan purchases and upgrades. Zeus may approve, reject, or revoke any registration or eligibility at its sole discretion. Direct competitors of Zeus, and anyone acting for a competitor, are prohibited from accessing the Services for any purpose, including benchmarking or performance monitoring, and any such access is an automatic breach of the Agreement.

4. Accounts and Account Security

Credential responsibility; unauthorized activity. You are solely responsible for maintaining the confidentiality of all credentials for your Workspace and for any and all activity initiated or taken through your accounts or with your credentials — whether or not authorized by you — including activity by intruders, through compromised credentials, or from lost, stolen, or shared devices. Zeus assumes no liability for any losses arising from unauthorized use of or activity on your accounts, except to the extent directly caused by Zeus's own willful misconduct. You must notify Zeus promptly of any suspected compromise, use best efforts to prevent unauthorized access, and keep independent backups of your data. If you decline or disable any optional security feature Zeus offers, all resulting consequences rest with you. Zeus may treat any communication sent from your account or its registered email address as authorized by you.

Unauthorized use: loss allocation; lost or stolen devices.

Without limiting Section 4.1, and to the maximum extent permitted by applicable law, Zeus is not responsible for any loss or damage to you or to any third party incurred as a result of any unauthorized access to or use of your accounts or Workspace, or otherwise, including third-party access to your accounts that results from the theft or misappropriation of your credentials. You are solely responsible and liable for all losses, damages, liabilities, and expenses incurred by Zeus or by any third party due to any unauthorized usage of your accounts or Workspace, whether by you, any of your users, or any third party acting on your behalf. Zeus is not responsible for any losses resulting from the loss or theft of your devices, from the loss or theft of information transmitted from or stored on your devices — including the on-device working copy of your Workspace (Offline Data, Section 17.3) — or from the use of any device by someone to whom you have given access. Accounts are not property; ownership disputes. Accounts are non-transferable and convey no property interest: all rights in and to any account are and remain owned by and inure to the benefit of Zeus. Zeus may adjudicate any account or Workspace ownership dispute in its sole discretion, and may freeze, transfer, or disable access pending resolution, with or without notice; Zeus is not liable for good-faith handovers of control based on proof it deems satisfactory. Zeus may suspend an account on its belief that registration information is inaccurate.

5. Authorized Users, Members, Helpers, and Invited Users

Strict responsibility for all users. You are strictly responsible and liable for every act and omission of every Authorized User and of any other person who gains access to your Workspace through you or your credentials — all deemed authorized by you and treated as your own acts — including purchases, exports, plan changes, and other account actions taken by owners or Administrators, even if internally unauthorized, and even if the person is not from your organization. You waive all claims against Zeus arising from the actions of any of your users. Zeus has no duty to verify any person's authority and enjoys a safe harbour when acting on instructions from apparent representatives. Every user violation of the Agreement is imputed to you, and you are responsible for all charges your users incur.

Credential sharing; seat pooling. Credential sharing and seat pooling are prohibited. Each login is for one named individual; you must police your users' compliance and promptly deactivate access for personnel who leave your business.

Invited-user data responsibility; Link Recipients. You take full responsibility for any collection, use, or disclosure of personal information by your Invited Users, and must flow down to them obligations at least as restrictive as the Agreement. Persons who receive tokenized document, quote-acceptance, payment, signing, or price-book links interact with the Services as Link Recipients without an account, under the Customer Portal & Invited User Terms, which govern link surfaces; Link Recipients have no rights under the Agreement and are solely responsible for retaining their own copies of any documents they need.

6. The Services; License; Mobile Application; No Professional Services

License grant. Subject to your and your users' continuous compliance with the Agreement and timely payment of all applicable Fees, Zeus grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your legitimate internal business operations within the Field of Use. Access is a license, never a sale, and confers no ownership or continuing right of access. All rights not expressly granted are reserved by Zeus and its licensors; no implied licenses arise.

Current functionality; usage limits; no system of record. The Services are provided on a current-functionality basis: your purchase and use are not contingent on any future feature, roadmap statement, or marketing description, and Zeus does not promise that any advertised feature will be available at all times, on all devices, or on all plans. Zeus may set, enforce, and change usage limits and fair-use ceilings (jobs, documents, sends, storage, API calls) underlying any "unlimited" plan description at its sole discretion; the current ceilings are stated on the pricing page or in the Documentation. You are solely responsible for determining fitness for your purposes, for your own legal and regulatory compliance, and for the accuracy of your inputs, on which output quality expressly depends. The Services are not a system of record for HIPAA, PCI, legal-record, or emergency-dispatch data, and Zeus is not anyone's Business Associate. Zeus may (but need not) monitor usage, including through service providers, and bears no liability for disputes among contractors, Clients, Helpers, or Invited Users.

Mobile application. The Software is licensed, not sold, under the Mobile Application EULA, which governs app-specific matters. The mobile license is limited, revocable, non-transferable, and terminates automatically on any breach of the Agreement. Zeus does not warrant that the Software will be compatible with your device, and disclaims all liability for access impairments attributable to any wireless carrier, network, plan, device, or location; all device and data charges are yours. Where you obtain the Software through an App Store, the App Store Additional Terms also apply.

No professional services; exports as-is. Subscriptions include no professional, implementation, migration, training, or consulting services of any kind. Data-export files generated by the Services are provided as-is; Zeus is not responsible for any errors or omissions in an export file or for any corruption of Customer Content that may occur in export.

Web application; interface languages. The Services are also accessible through Zeus's browser-based web application, published at app.fieldzeus.com, which is licensed on the same terms as the Mobile Application and the Software generally — a right of access, never a sale. Zeus's application interfaces (the Mobile Application and the web application) may be displayed, at the user's own election in Settings, in English or in any other interface language Zeus makes available from time to time; Zeus does not warrant that every interface language covers every feature, string, or surface at every time. Interface-language availability is a display preference only — it does not change, and must not be read to change, the language in which the Agreement is drafted, delivered, or governed, which is addressed in the Electronic Communications and Signature Terms.

7. Changes to the Services

Modification rights. Zeus may, at any time, in its sole discretion, without notice and without liability, modify, update, enhance, restrict, suspend, rebrand, replace, or remove any aspect, mode, design, feature, product, plan, integration, or API of the Services — including changing what any plan tier includes, changing usage limits, changing technical requirements, force-migrating legacy plans, and attaching additional terms to any new or updated feature. Updates (which may remove features) may install automatically and become part of the Services; Zeus owes no duty to provide updates or to maintain any feature. Machine-Generated Output, OCR, and any future AI or automation features are expressly exempt from any functionality expectation and may be materially reduced or withdrawn mid-term. If any modification is ever finally held to breach the Agreement, your sole and exclusive remedy is termination plus a pro-rated refund of unused prepaid Fees.

Discontinuation. Zeus may discontinue the Services or any feature, module, integration, or part — permanently or temporarily, in any or all jurisdictions — at any time, for any reason or no reason, without notice (Zeus will endeavor to notify) and without liability to you or any third party, notwithstanding any other provision of the Agreement. Discontinuation of a feature, module, integration, or third-party-dependent capability yields no refund, credit, or compensation, and on a discontinuation of the Services as a whole any purchases terminate with no refund. Access to the Services remains a revocable privilege at all times. Where the mandatory law of your jurisdiction requires a remedy for whole-service discontinuation, the applicable Supplement states the exclusive remedy.

8. Beta Features and Free Offerings

Beta and free offerings. If Zeus offers any feature labeled beta, preview, early access, labs, limited release, or experimental, or exposes any previously dark module, that feature is a Beta Feature: it is not part of the Services, is provided as-is and with all faults, and carries no warranty, support, uptime, data-retention, or data-return commitment of any kind. Zeus makes no representations or warranties of any kind in relation to Beta Features and disclaims all liability for any harm or damage arising out of or in connection with them; Zeus may change, limit, suspend, time-out, disable, or discontinue any Beta Feature or the Free Plan or any Trial at any time, without notice, explanation, or liability, may abandon development entirely, and makes no promise that any Beta Feature will become generally available. Beta access terminates automatically when a feature becomes generally available. The Beta & Preview Features Addendum applies to all Beta Features, and the liability sub-cap in Section 27.3 applies to Beta Features, the Free Plan, and Trials.

9. Customer Content; License to Zeus; Photos and Media

Ownership; license to Zeus. You retain ownership of your Customer Content.

You grant Zeus, its Affiliates, and its service providers and Subprocessors a non-exclusive, royalty-free, fully paid, worldwide, perpetual, irrevocable, sublicensable, and transferable license to host, copy, process, transmit, display, modify, analyze, back up, and create derivative works of Customer Content — including content and data resulting from use of the Services — to provide, secure, maintain, and improve the Services, to develop new products and services, to create Aggregated Data (Section 10), and to comply with law. This license survives termination of the Agreement. To the maximum extent permitted, you waive — and where waiver is prohibited, you assign to Zeus — moral rights in Customer Content as needed for Zeus to exercise this license. Zeus does not sell identifiable Customer Content.

Content warranties and responsibility. You represent and warrant, on a continuing basis, that you are and will remain entitled to grant the license in Section 9.1; that you have the necessary rights under applicable law, or have obtained the necessary consents from each individual (including Clients, workers, occupants, and bystanders), for all personal information and other content you or your users provide; and that you bear sole responsibility for the accuracy, legality, and rights-clearance of all Customer Content, including third-party plans and drawings uploaded to plan-markup features and any royalties owed on them. Zeus may access, preserve, and disclose Customer Content where legally required or in a good-faith belief that doing so protects Zeus, its users, or the public.

Publicity. Zeus may identify you by name and logo in customer lists and marketing materials. Any broader marketing use of shared photos or before-and-after images is governed by Section 9.4.

Photos and media. You are solely responsible for all photos, videos, plans, and media captured or uploaded through the Services: for having the legal right to photograph properties and persons; for all required notices to and consents from occupants, bystanders, and workers; and for any personal or identifying information appearing in imagery.

Photo metadata (capture time and GPS metadata retained in Zeus's database after server-side EXIF stripping of stored images) is collected and made available to the Account Owner. Zeus does not process photos or videos to identify any individual; if your use of the Services ever involves biometric-type data, you are its controller and bear all notice, consent, and retention duties. You grant Zeus the Section 9.1 license over all media, plus a worldwide, royalty-free, sublicensable, transferable license to use, reproduce, display, distribute, modify, adapt, publish, and promote shared photos and before-and-after images in connection with the Services and Zeus marketing.

10. Aggregated and De-Identified Data

Aggregated Data. Notwithstanding anything to the contrary in the Agreement:

Zeus may create aggregated, anonymized, and de-identified data from Customer Content, personal data, and usage of the Services under a perpetual, irrevocable, sublicensable right; Zeus owns all such Aggregated Data, all improvements, and all new products derived from it outright, and you assign to Zeus any residual intellectual-property rights in them. Aggregated Data is not "Personal Information" under the Privacy Policy and may be used during and after the Term — including after account deletion or consent withdrawal — for improving the Services, developing new products, statistics, industry insights, and benchmarks surfaced to other users. Aggregated Data must never identify you, your clients, or any individual; one account's underlying data is never exposed to another account; Zeus will not attempt re-identification except as law requires; and disclosure to third parties is limited to non-identifiable form. Zeus does not sell Aggregated Data in identifiable form and asserts no data-sale right.

11. Zeus Intellectual Property; Feedback; Copyright Complaints

Zeus IP; reservation; assignment of vested rights. Zeus and its licensors own all right, title, and interest in and to the Services, the Software, templates, seed catalogs, documentation, and all improvements, enhancements, customizations, and derivative works — expressly including work prompted by your feedback or requests. To the extent any such rights vest in you by operation of law, you presently and automatically assign them to Zeus, absolutely and beneficially. Nothing precludes Zeus from exploiting concepts, techniques, or know-how related to the Services. You must not copy, scrape, frame, or create derivative works from Zeus content, use Zeus's Marks without prior written consent, or challenge the validity of Zeus's intellectual property. All rights not expressly granted are reserved.

Feedback. All suggestions, ideas, feature requests, bug reports, workflows, designs, names, slogans, and other feedback are non-confidential and non-proprietary. You presently assign to Zeus all right, title, and interest (including intellectual-property rights) in feedback; to the extent that assignment is ineffective, you grant Zeus a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to exploit the feedback in any manner, media, and channel, extending to Zeus's successors and assigns, to the extent legally permitted. Zeus owes no compensation, confidentiality, attribution, or response; anything Zeus builds in response to feedback is a Zeus-owned derivative work. You waive moral rights in feedback and any claim arising from Zeus's exploitation of it, and warrant that your feedback is accurate and non-infringing.

Copyright complaints; repeat infringers. Zeus operates the copyright complaint procedure in the Copyright & Intellectual Property Policy. Your acceptance of these Terms constitutes consent to that procedure and to Zeus's designated agent determining infringement questions. Zeus may remove allegedly infringing content without prior notice at its sole discretion, and may at its sole discretion terminate any account that is the subject of repeated infringement notifications, with Zeus alone determining repeat-infringer status.

12. Acceptable Use; Restrictions

Acceptable Use Policy; violation is material breach. Your use of the Services is subject to the Acceptable Use Policy, incorporated into these Terms. Any violation of the Acceptable Use Policy by you, by any of your users, or by anyone who gained access through you is automatically a material breach of the Agreement, regardless of intent. The prohibited-conduct list is non-exhaustive, and whether content or conduct is inappropriate is determined in Zeus's sole discretion. Zeus has no duty to monitor but may screen, review, remove, disable, or modify content at any time without notice, may refuse restricted industries, and may report suspected fraud, theft, unlicensed work, or other illegal activity to law enforcement and other bodies without prior notice to you.

Restrictions: reverse engineering, scraping, automated access, competitive use. Except to the extent expressly permitted by non-waivable applicable law, and then only on prior written notice to Zeus, you must not, and must not permit or assist anyone to: (a) reverse engineer, decompile, disassemble, decrypt, extract, or otherwise attempt to discover the source code, object code, or non-literal elements (underlying structure, sequence, organization, file formats, non-public APIs, ideas, know-how, algorithms) of any part of the Services, including the Software, for any purpose; (b) modify, adapt, translate, hack, or create derivative works of any part of the Services, or copy any ideas, features, functions, or graphics; (c) access the Services by any means other than the interfaces Zeus provides, or use robots, spiders, crawlers, scripts, browser plugins, AI agents, RPA, or manual harvesting to scrape, mine, monitor, index, mirror, ping, validate, or systematically acquire any content, including your own records by automated means (export goes through the tools Zeus provides); (d) ingest any part of the Services into any LLM, dataset, or AI model, or frame, mirror, or deep-link the Services; (e) copy, use, or disclose information obtained from the Services (directly or through third parties) without Zeus's express written consent; or (f) access the Services to build, train, benchmark, test, support, or improve a competing product or service. Access by personnel, contractors, founders, investors, advisors, or affiliates of competing products is categorically barred absent Zeus's prior written permission, and equitable relief is expressly available for breach of this Section. Open-source components remain governed by their own licenses where those licenses override.

13. Export Controls, Sanctions, and Anti-Corruption

Export, sanctions, and anti-corruption. You represent and warrant — for yourself and for every user you allow access — that: you are not located in, organized under the laws of, ordinarily resident in, or under the control of any embargoed or sanctioned country or territory; you are not listed on any United States or Canadian (or other applicable) prohibited, restricted, denied, or sanctions list (including the SDN List, Denied Persons List, and Entity List); you are not a military end user; and your country of residence or incorporation matches the billing address you provided. You bear sole responsibility for export-control and sanctions compliance for yourself and your users — including screening your own users and ensuring no Customer Content is export-controlled — and you must not download, export, re-export, or permit access to the Services from embargoed territories, or use the Services for any nuclear, chemical, biological, missile, military, surveillance, or weapons-related end use prohibited by law. If Zeus determines the Services are being used by prohibited persons, Zeus will terminate the impacted accounts and reserves the right to report the usage to OFAC or other regulators. You will indemnify and hold harmless Zeus and its Affiliates (including their directors, officers, and employees) for any fines or penalties imposed on any of them arising from your breach of this Section. You further covenant compliance with the U.S. Foreign Corrupt Practices Act and all applicable anti-corruption laws everywhere you do business, and must promptly notify Zeus of any violation.

14. Fees, Billing, and Payment Records

Fees. Fees for paid Subscriptions are payable in advance in the account currency, are exclusive of Taxes, and the full Fee for a committed Subscription Term becomes a non-cancelable obligation at purchase regardless of billing frequency; cancelling mid-term stops renewal only, with every remaining installment still owed, and all outstanding amounts accelerate and become immediately due on delinquency or termination. Fees accrue without abatement during Suspension. Late amounts bear interest at 1.5% per month (19.56% per annum), compounded monthly, or the maximum rate permitted by applicable law if lower, and you bear every cost of collection, including attorneys' fees and agency commissions. All payments are made without set-off; Zeus may set off anything it owes you against anything you owe it. The detailed billing terms are in the Subscription, Billing, Cancellation & Refund Policy. Where a Subscription is sold, it is sold through the App Store or Google Play, which collect payment and hold the payment method. Nothing in this Section states that Zeus currently charges a stored payment method; no Zeus card-billing purchase path of its own is live today, and no statement here is a representation that any Subscription is available for purchase at a given time.

Automatic renewal. A Subscription bought through the App Store or Google Play renews automatically under that store's mechanics, and is cancelled there; see the Subscription, Billing, Cancellation and Refund Policy, Sections 5 and 7.1. Where Zeus bills directly, which it does not do today, the following also applies:

every paid Subscription (including add-ons) will renew automatically for successive equal terms at then-current Fees, with account signup itself constituting consent to the ongoing subscription, and you authorize Zeus and its payment processors to charge your designated payment method for all recurring fees, one-time fees, taxes, and other amounts due, including retrying failed charges. You bear the entire burden of cancelling before the Renewal Date (at least 30 days ahead for annual terms); cancellation takes effect only at period end; stopping use or uninstalling never cancels; renewal reminders are best-effort courtesies whose absence grounds no dispute; and renewals shed promotional pricing. When store-billed purchases ship, renewal and cancellation mechanics for store purchases defer to Apple/Google under the App Store Additional Terms. Until a purchase path is live, this Section creates no present-tense billing claim.

Refunds.

All Fees, credits, and on-demand purchases are non-refundable and all payment obligations non-cancelable, with no refunds or credits for partial periods, unused time, unused seats or features, downgrades, discontinued features, Suspension periods, or termination by either party — expressly including termination by Zeus for cause, for violations, or for convenience. Any purely discretionary refund Zeus ever grants excludes exchange-rate differences and third-party charges, and may be refused where Zeus determines abuse or bad faith. If and when store-billed purchases ship, refunds for store purchases sit solely with Apple or Google under the applicable store's rules, and Zeus cannot assist with them. An in-term "refund" of a payment you received from your own Client is a bookkeeping reversing entry recorded by you in the Services, not a movement of money by Zeus. Statutory non-excludable refund rights are preserved solely as stated in Section 32 and the applicable Supplement.

Chargebacks (conditional — effective only when Zeus charges you directly). A payment dispute about a store-billed Subscription is handled by the App Store or Google Play under its own terms, not by Zeus. If and when Zeus bills you directly, you covenant not to dispute or charge back any charge that conforms to the Agreement; you must contact Zeus support before initiating any payment dispute (a documented precondition), and you cannot rely on a missed reminder email as grounds for a dispute. Any chargeback of a conforming charge is a breach of the Agreement that entitles Zeus to: suspend the account; treat refund rights and credits as forfeited; recover all dispute-related fees and collection costs; report the delinquency to credit bureaus and pursue collection where permitted; and continue accruing Fees. Zeus may submit the acceptance records, notices, and access logs it holds to the issuing bank.

Price changes; introductory pricing. Zeus may change any fee, plan, limit, or charge prospectively at any time upon notice (which may be an invoice or in-app notice), including beginning to charge for previously free features; continued use constitutes acceptance, renewals occur at then-current list price, a reserved annual increase of up to 10% requires only 30 days' notice, usage-triggered increases do not reverse within the term, and third-party cost increases pass through. Plan changes and downgrades can result in the loss of features (including legacy, promotional, beta, or grandfathered features not available at the new tier), content, or capacity, and Zeus accepts no liability for such loss. Introductory pricing: where Zeus publishes an introductory price, it applies to the first three paid months of a monthly Subscription, applies to the base plan price only and not to any separately priced component, is not available with annual billing, and is discounted paid service rather than a free trial; the subscription continues at the then-current list price when that period ends, per Section 6.3 of the Subscription, Billing, Cancellation and Refund Policy. Which plans carry an introductory price, the amount, and who is eligible for it are stated in Section 1.2 of that Policy.

Referrals. Participation in any Zeus referral or partner program is governed by the Partner & Referral Terms, is at Zeus's sole discretion and revocable at any time, and rewards are Pro subscription days only — never cash, never transferable, with no cash value, subject to set-off against anything you owe Zeus, and forfeited on suspension or termination. Zeus may receive fees or other value from third parties in connection with referrals and integrations.

Taxes. All Fees are exclusive of every tax, levy, and duty; you bear them all except taxes on Zeus's net income. If any withholding is legally required, you gross up your payment so that Zeus receives the full Fee. Exemptions count only with a valid certificate delivered before the transaction. Separately — and this is a distinct concept — taxes on your own sales to your Clients are solely yours: the Services only calculate and print tax lines from rates you configure; you are solely responsible for determining, collecting, withholding, reporting, and remitting all taxes arising from any sale of your products or services, every contract of sale made through the Services is directly between you and your Client, and you hold Zeus harmless from all audit outcomes tied to reliance on computed tax lines, including additional taxes, penalties, interest, and professional fees.

Trials, coupons, and promotional credits. The Trial is a discretionary evaluation offer that Zeus may modify, cancel, limit, or terminate at any time without notice, liability, or explanation. The Trial runs for thirty days from the date you activate it, requires no payment card, and is limited to one per business; metered services carry separate trial allowances. When the Trial ends you select a plan, and an account continuing on the Free Plan keeps access under Free Plan entitlements — the end of the Trial is not of itself a basis for Zeus to delete the account or its content. Trial abuse (including repeat trials) is chargeable and determinable at Zeus's discretion. Trials carry no warranty, indemnity, support, or other obligations or liabilities of Zeus of any kind. Coupons, promo credits, and referral credits have no cash value, expire, never convert to refunds, are non-transferable, are revocable at any time, and are forfeited on termination; offers do not stack, renewals shed discounts, and discounts may be clawed back retroactively on breach. Zeus does not claim that the Trial auto-converts to a paid plan today.

Payment records; Zeus moves no money.

Zeus is a software record-keeper: Zeus is not a bank, money transmitter, lender, card network, payment processor, escrow agent, fiduciary, trustee, or financial institution. Recorded payments, balances, "refunds" (reversing entries), and Payment Link statuses are contractor-entered or contractor-triggered records; Zeus moves no funds, guarantees no collection from your Clients, and is not liable for payment-chain events, including delays, outages, fraud, or Client nonpayment; each sale is strictly between you and your client. You are solely responsible for all payment-authorization, disclosure, and card-data-handling compliance, and you must never upload card numbers or CVV data into notes, photos, receipts, or other free-form fields; you assume all responsibility for any cardholder data entered into the Services in violation of the Agreement.

15. Field-Service Disclaimers; Quotes and Takeoffs; No Professional Advice

Field of Use; prohibited High-Risk Use. The Services are business management software for field-service and construction contractors (the "Field of Use").

You waive any and all warranty and liability claims and remedies arising from or relating to any use of the Services outside the Field of Use. You must not use the Services for any High-Risk Use — any activity in which use or failure of the Services could lead to death, bodily injury, or property or environmental damage — including emergency dispatch, life-safety systems, and structural-safety or engineering decisions; the Services are not designed, intended, or licensed for any such use. Any High-Risk Use is a material breach of these Terms and is undertaken entirely at your own risk.

Your trade business is yours alone.

You are solely responsible for all work performed for your Clients, including quotes, contracts, materials, labor, subcontractors, jobsite safety, workmanship, warranties, change orders, delays, permits, inspections, lien notices and releases, collections, disputes, refunds, and client satisfaction. Zeus does not perform, supervise, verify, license-check, insure, certify, endorse, or advise on any of your work; makes no warranty of your workmanship or of any goods, materials, or equipment; and is not a party to, or third-party beneficiary of, any agreement between you and your Clients. Nothing in the Services is legal advice or a compliance recommendation; you must independently verify that your work, documents, and outputs comply with applicable building codes, permitting requirements, and all other laws.

Quotes, takeoffs, and generated documents.

All quotes, takeoffs, measurements, material and labor quantities, pricing and tax calculations, and generated documents are provided for convenience only, are approximations that may be incomplete, inaccurate, outdated, noncompliant, or unsuitable for your jurisdiction or use case, and depend entirely on the quality of your own inputs, including plan quality, scale, and data entry. You are entirely responsible for the full and final verification of all costs of materials, measurements, takeoffs, and quotes before relying on any of them for any professional purpose, including bidding, contracting, design, permits, purchasing, and installation. Zeus guarantees no bid success, profit, or project outcome, certifies nothing to any trade body, and warrants the accuracy, completeness, and suitability of no content, report, or result; you set your own prices independently, you remain solely responsible for your own competition-law compliance, and nothing in the Services is pricing, business, financial, legal, or tax advice.

Not an accounting, tax, payroll, or professional-services firm.

Zeus is not a CPA or accounting firm, tax preparer, payroll provider, financial advisor, lender, bank, law firm, or fiduciary, and nothing in the Services — including computed tax lines, financial reports, profitability figures, OCR-parsed expense drafts, and document templates — is legal, tax, accounting, insurance, engineering, construction, lien, or other professional advice, or a system of record for tax or regulatory compliance. You are solely responsible for the accuracy of all data you enter, for verifying every output you rely on for legal, tax, or compliance purposes, and for determining, collecting, withholding, reporting, and remitting all taxes, duties, fees, and charges arising from any sale of your products or services to your Clients; every contract of sale made through the Services is directly between you and your Client. Zeus does not verify the accuracy of your information and is not liable for fines, penalties, interest, or liability arising from inaccurate or incomplete figures or submissions, and assumes no employment-tax obligations of yours. Templates and seeded content (including the subcontractor-contract catalog) are provided for informational and illustrative purposes only; obtain your own professional advice before using them.

Machine-Generated Output (receipt-scan OCR and computed values). Zeus's receipt-scan feature produces Machine-Generated Output using Zeus's own self-hosted processing; no third-party OCR or AI vendor receives your receipts.

Zeus is not responsible for the readability of receipts you capture or upload, nor for the ability of its OCR processing to extract or translate the information on them, and makes no warranty of the accuracy, completeness, or reliability of any Machine-Generated Output, which may be inaccurate, incomplete, misleading, or unsuitable. You must not rely solely on Machine-Generated Output and must ensure a human reviews and confirms every machine-generated value — supplier, amounts, tax, and category — before any business, tax, or invoicing use; you bear responsibility for all resulting documents, quotes, invoices, contracts, actions, and omissions. Machine-Generated Output is never legal, tax, accounting, financial, insurance, medical, safety, engineering, architectural, code-compliance, permit, employment, or other professional advice (Section 15.4). If and when Zeus makes AI Features available, the AI, OCR and Automation Terms, incorporated by reference, carry the additional terms that will govern them; AI Features enter as Beta Features by default.

16. Location Data and Workforce Data

Location-feature consents are your responsibility.

You represent and warrant, on a continuing basis, that before enabling or using any location-dependent feature — clock-in/out coordinates, photo location tagging, optional GPS-at-signing, address geocoding, and the location recorded against a receipt or expense — you have provided all legally required notices and obtained all legally required consents from every affected individual, including employees, Members, Helpers, subcontractors, Clients, property owners, and other individuals. You must not use any location feature without those notices and consents; doing so is a violation of these Terms and of the AUP and grounds for Suspension. Zeus's location processing is snapshot-based; the Services perform no background or continuous location tracking, and Location Data is never used for advertising and never sold.

No warranty of location, time, or field data.

Location, time, and field data may be inaccurate, unavailable, delayed, incomplete, or affected by device settings, permissions, network conditions, user behavior, GPS limitations, or third-party systems, and Zeus disclaims all warranties that such data will be accurate, available, timely, or complete. Location Data recorded through workforce features is visible to the Account Owner and its Administrators (Section 16.3).

Workforce monitoring compliance and visibility.

You are solely responsible for compliance with all employment, workplace-monitoring, privacy, surveillance, and consent laws that apply to your use of time tracking, the approval of time entries and the pay totals derived from them, clock-in/out location snapshots, assignment and crew-membership data, records of a Worker's absence and the reason given for it, records of a Worker's skills, certifications, licences or insurance, and activity data about your Workers, and you must give all required notices and obtain all requisite, valid authorizations from your personnel — for the creation, display, analysis, and distribution of such data — before enabling those features. Zeus is a conduit for Worker Data: worker time, location, and activity data is processed for, and visible to, the Account Owner and its Administrators; Invited Users are on notice that their use of the Services is visible to the business that invited them and that no in-tenant data is private from the Account Owner. Activity and audit logging in the Services is always on and cannot be disabled by any user. Monitoring-related claims by your personnel are covered by your indemnity in Section 28.

17. Offline Operation, Synchronization, and Data Loss

Data-loss exclusion; sole remedy. Zeus follows data-loss-prevention practices, including periodic backups, but guarantees nothing against data loss.

To the maximum extent permitted by law, Zeus excludes all liability for any loss, corruption, deletion, failure to store, or inaccessibility of any data, no matter how caused — expressly including Offline Data and other device-resident data, unsynchronized or conflicted records, transmission over internet, carrier, or mobile networks, plan-change or downgrade effects, enforcement actions, and loss of backups themselves. Your sole and exclusive remedy for any loss or corruption of data is Zeus taking reasonable steps to attempt to recover that data from its then-available backups. Zeus gives no warranty that data will not be lost, and no warranty of access to the Services through any particular wireless carrier, network, plan, device, or location.

Your backup and continuity duties.

You must perform and maintain regular independent backups and exports of your data, maintain and implement a business-continuity plan relevant to your use of the Services in accordance with standard industry practice, secure your devices, and mitigate any data-loss damage. Exports are provided as-is; Zeus is not a general archival or backup service (the Pro photo cloud-backup feature is governed by its own retention terms in the Data Retention and Deletion Policy), and Zeus has no duty to protect data held outside its systems, including the on-device working copy of your Workspace. Offline Data is under your physical control (product-fact allocation). The mobile applications keep a working copy of your Workspace data on your devices so the Services function offline. That Offline Data — including any unsynced outbox writes and parked conflicts — resides on hardware under your exclusive physical control. Zeus cannot secure, retrieve, back up, or delete data on your devices; device-level protections (screen lock, OS updates, device encryption, physical custody) are your responsibility, and transmission losses in Synchronization are governed by Section 17.1.

18. Messaging

You are the sender of record. The SMS, Email and Messaging Terms, incorporated by reference, govern all messaging through or generated by the Services. In summary and without limiting those terms:

You are the sender, originator, and initiator of every communication generated through the Services — device-originated SMS and calls placed from your own phones, mailto emails, and server emails dispatched at your direction — including messages sent by your employees, Members, Helpers, and contractors, regardless of any sender identification used. You warrant that you have obtained all legally required recipient consents before sending, comply with every messaging and marketing law of each recipient's jurisdiction, use no purchased or scraped lists, honor every opt-out promptly, and maintain consent and opt-out records. Zeus gives no warranty of delivery, timing, deliverability, or inbox placement; may filter, block, throttle, or suspend messaging features without liability; and all carrier rates, fees, and fines rest on you. Your indemnity in Section 28 expressly covers communications-law and marketing-consent claims arising from messages you send.

Communications from Zeus.

By using the Services you consent to receiving electronic communications from Zeus, including by email, in-app message, and SMS. Service and administrative messages are mandatory and cannot be opted out of while your Account exists; no unsubscribe covers operational mail. Zeus marketing messages are opt-out-only, with a reasonable processing allowance; SMS opt-in data is never shared with third parties for their marketing.

19. Electronic Communications and Electronic Signatures

E-signature features are tools only. The Electronic Communications and Signature Terms, incorporated by reference, govern Zeus's e-signature and remote-acceptance features. Without limiting those terms:

Zeus makes no representation or warranty that the e-signature features satisfy the legal requirements of any particular document, transaction, industry, or jurisdiction, or that any document presented, signed, or accepted through the Services — including quotes, contracts, and subcontractor agreements — is valid, binding, or enforceable. All compliance with e-signature laws rests entirely with you, and the party requesting a signature warrants the signer's identity and authority; signer identity is recorded by the Services but not verified by Zeus. Electronic Signatures include clicks, checkboxes, typed names, and other affirmative actions; electronic records satisfy all writing requirements; you confirm your ability to receive and retain electronic records and must keep your own copies; and each party waives authenticity challenges to electronic execution and any original-signature requirement, with printed records admissible as business records.

20. Privacy and Data Processing

Privacy Policy status and acknowledgment.

The Privacy Policy (with its regional supplements) is not part of the Agreement and may be changed from time to time, but by accepting these Terms or using the Services you acknowledge and consent to the collection, use, sharing, and disclosure of information described in it, including as revised. All privacy-related claims remain subject to the liability limitations, claim deadlines, and dispute-resolution terms of these Terms, and your sole remedy for disagreement with the Privacy Policy is to stop using the Services. Data-processing roles.

For Account Data — registration, billing, device-telemetry, diagnostics, and site data — Zeus is the independent controller (accountable organization); for End-Customer Data and Worker Data that you cause Zeus to process, you control that personal data and Zeus processes it only as a service provider or processor on your behalf, and all data-subject dealings for such data are routed to you. Where a DPA applies, it is accepted by use, the accepting individual represents authority to bind you, and the DPA controls only for personal-data-processing subject matter; DPA and privacy claims share the single liability cap in Section 27. Your privacy responsibilities.

You represent and warrant, on a continuing basis, that you have obtained and will maintain every legally and contractually required notice, consent, authorization, and lawful basis for all Personal Information you or your Authorized Users submit to the Services — including End-Customer, Worker, subcontractor, and Invited User information — and including consent to the transfer to, and processing of, that information in the United States and Canada. You are solely responsible for the accuracy, quality, legality, and acquisition means of that data and for the lawfulness of your instructions; you must provide all downstream privacy notices, handle all data-subject requests concerning data processed for you, keep records of consents and produce them to Zeus on request, and independently determine that Zeus's documented security measures meet your own legal obligations. You must not submit Prohibited Data to the Services — regulated and sensitive categories including cardholder data, health data, government identifiers, minors' data, and biometric identifiers — except that data collected by intended platform features (clock-event GPS snapshots, photo metadata, and signature images) is expressly outside this ban; you must not place personal, card, tax-ID, or bank data in free-form fields, and Zeus has no duty to classify uploaded data. To the maximum extent permitted by law, Zeus disclaims liability for loss, disclosure, or misuse of personal data processed through the Services, and is not liable for claims or fines caused by your instructions. Workforce records entered under your Workspace belong to your business; worker deletion requests route to you as employer (Section 16.3). Subcontracting and Subprocessors.

Zeus may, in its sole discretion and without notice to you, subcontract any services to be performed by a third party. Your use of any feature constitutes ongoing consent to disclosure of the associated data to that feature's Subprocessors, and no opt-out exists for providers Zeus deems critical to infrastructure, fraud prevention, or abuse prevention. Personal-data subprocessing mechanics — the published Subprocessor list at https://fieldzeus.com/legal/subprocessors, the notice mechanism, the 5-day objection window, and the objection endgame — are governed by the DPA and the Subprocessor disclosure.

21. Security

Security commitment and its limits. Zeus maintains commercially reasonable administrative, technical, and physical safeguards for the Services.

No system is perfectly secure: Zeus does not guarantee that unauthorized third parties will never defeat its safeguards or that Customer Content will never be accessed, disclosed, altered, lost, corrupted, or destroyed, and you provide your data at your own risk. Zeus makes no warranty that the Services are secure, error-free, or free of viruses or other harmful components, and accepts no liability for interception or loss of data in transit over internet or telecommunications networks. Where a data-protection duty cannot lawfully be disclaimed, Zeus's standard of care is limited to intentional misconduct, save that Supplements 13 and 14 carry the reasonable-measures fallback mandatory law requires there. The public Security and Trust Statement is expressly non-contractual, point-in-time, and changeable without notice.

Your security duties; carve-outs.

You must maintain your own security controls: strong credentials and access administration, screen lock, current OS updates, device-level encryption enabled, patched devices, and session monitoring; you agree the measures Zeus describes are appropriate for your use and remain solely responsible for evaluating their fit for your own obligations. Zeus has no responsibility for security issues traced to Customer Content, Third-Party Services, your access administration, credential misuse, phishing of you or your users, or circumvention of Zeus's measures, and storing regulated or sensitive data outside designated fields is at your sole risk. You may not disclose any discovered vulnerability or security issue until Zeus has resolved it, and Zeus's classification of any reported issue is final (the AUP).

Incidents. "Security Incident" excludes unsuccessful attempts (failed logins, pings, port scans, denial-of-service attempts, and similar events).

You must promptly notify Zeus upon learning of any suspected or actual security breach, unauthorized disclosure, or compromise of privacy involving your Account, credentials, or data. All Zeus breach-response duties are inapplicable where an incident is caused by you, your Authorized Users, credential misuse, third parties outside Zeus's reasonable control, or force majeure, and no notification or response by Zeus is ever an admission of fault or liability. You may not publish any communication identifying Zeus in connection with an incident without Zeus's prior written approval, except as legally compelled, with prior notice to Zeus and minimum necessary scope. Statutory breach-notification duties Zeus owes as controller of its own Account Data are preserved to the extent required by law (the Privacy Policy).

22. Confidentiality

Confidential Information. Each party will protect the other's Confidential Information with reasonable care, subject to the standard exclusions (information that is public without breach, already known, independently developed, or rightfully received from a third party). The Services, their features and functions, performance information, pricing, product plans, documentation, and beta materials are deemed Zeus Confidential Information.

Nothing in this Section prohibits Zeus from using Customer Content and Customer Data as permitted by the license in Section 9, the Aggregated Data rights in Section 10, and the Privacy Policy. Zeus may disclose any information to satisfy law, legal process, or governmental requests, with notice skippable in Zeus's sole discretion, and may disclose where it reasonably determines disclosure necessary to prevent harm; you reimburse Zeus's reasonable costs of compiling and producing your data in civil proceedings. Your breach of confidentiality, use-restriction, or intellectual-property provisions is stipulated to cause irreparable harm entitling Zeus to injunctive relief without bond or proof of damages. Confidentiality obligations survive termination indefinitely; return-or-destroy duties allow one retained archival copy under continuing confidence; deal terms may be shared in bona fide financing or M&A diligence under NDA; accessing Zeus data through a third-party application is deemed consent to the related disclosures; and no confidentiality is guaranteed for content transmitted through public surfaces, including shared document links and the public payment page.

23. Third-Party Services; APIs; Third-Party Listings

Third-Party Services. TO THE MAXIMUM EXTENT PERMITTED BY LAW:

Third-Party Services — including third-party sites, content, applications, App Stores, embedded map and video providers, and any future integrations — are provided by independent third parties under their own terms; Zeus and its affiliates, licensors, and suppliers assume no responsibility or liability, directly or indirectly, for their operability, interoperability, availability, security, accuracy, fees, acts, omissions, or data-protection practices, or for any disclosure, modification, corruption, loss, or deletion of Customer Data (or breach of data-protection law) resulting from third-party access you enable. You expressly hold the Zeus Parties harmless and release them from any liability whatsoever, whether arising out of contract, tort, or otherwise, and from all claims and damages, known and unknown, connected with Third-Party Services, except where prohibited by applicable law; your sole rights and remedies lie against the third party, and disputes must be resolved directly with it. Enabling or using any third-party connection is your standing authorization and consent for Zeus to exchange data with that third party on your behalf; "certified", "recommended", or similar labels create no warranty; Zeus may restrict, disable, or terminate any interconnection at any time, without notice or liability, expressly excluding lost profits, revenue, data, and goodwill; and you bear all third-party fees and terms compliance. Embedded mapping and content providers' terms flow down to you; third-party communications providers may block, filter, delay, or suspend messages without Zeus responsibility; third-party data (including any supplier-directory data and geocoding results) is provided as-is with no accuracy warranty and may change or vanish at any time.

APIs and developer tooling (if and when offered). Zeus grants no API rights by default. If Zeus makes any API, webhook, token, SDK, or integration tooling available:

Zeus grants you a limited, revocable, non-exclusive, non-transferable license to use those tools solely to connect your authorized systems to the Services for your internal business purposes; you are strictly responsible for credential security and all activity under your credentials. You must not exceed rate limits, bypass permissions or quotas, access undocumented endpoints, cache beyond permitted periods, scrape, resell, use APIs competitively, or interfere with the Services; APIs carry no availability commitment and may be modified, suspended, deprecated, limited, or terminated at any time, with or without notice, without any refund, credit, or compensation, and you alone keep your integrations compatible. The API and Integration Terms carry the complete API terms and are incorporated by reference when API access is offered.

Third-party listings and directories (if and when offered). If and when Zeus exposes a supplier catalogue, directory, or listing gallery:

IN NO EVENT WILL ZEUS HAVE ANY LIABILITY TO YOU, YOUR AUTHORIZED USERS, OR ANY THIRD PARTY FOR PARTICIPATION IN, OR DEALINGS ARISING FROM, ANY ZEUS DIRECTORY OR LISTING FEATURE; you must conduct your own due diligence on any listed party. Zeus lists third-party businesses for information only, is never a party to any resulting transaction, does not supervise, control, endorse, warrant, or assume responsibility for any listed party's work, pricing, availability, payments, or disputes, may rank, curate, suppress, or remove listings at its sole discretion, and no employment, agency, or referral-fee relationship is created. You bear all fees and taxes of listed parties and indemnify and hold the Zeus Parties harmless, including attorneys' fees, from claims arising out of your dealings with listed parties; contact details you share with a listed party fall under that party's own privacy policy.

24. Suspension

Suspension rights.

Zeus may immediately limit, throttle, suspend, disable, restrict, or condition your Account, any Authorized User, any feature, any module, any integration, any messaging functionality, uploads, shared-link access, API and sync tokens, Trials, and Free Plan access — in whole or in part, with or without notice, without liability to you or any third party (including for loss of data, revenue, or profits), for any reason or no reason. Grounds include, without limitation, Zeus's belief or suspicion of: a violation of these Terms or the AUP; security risk; fraud or illegality; harm to Zeus or others; excessive or abusive use judged against Plan Limits; non-payment or failed collection; legal, regulatory, or carrier demands; account-ownership disputes; credential compromise; pending investigation; and Free Plan inactivity. Fees continue to accrue in full during Suspension; Suspension is deemed non-breach, generates no credits, and is cumulative with every other remedy. Zeus has no duty to pre-screen content but may review, remove, disable, or modify content at any time without notice. During Suspension the mobile applications may continue to operate locally against Offline Data; that continued local operation is a product fact, confers no rights, and syncs only if and when access is restored.

25. Term, Termination, and Data After Termination

Termination by Zeus.

Zeus may terminate the Agreement, any Account, Workspace, user, module, or free or Trial access immediately, at any time, with or without notice, for any reason or no reason, without liability. Without limiting that right, any violation of these Terms or the AUP terminates your rights automatically without notice or cure; payment default is a material breach permitting termination after 14 days; unresolved Suspension may convert to termination after 30 days; paid-account inactivity of 60 days and free-account inactivity of 120 days permit termination (the latter with data deletion); and Zeus may terminate for suspected fraud or illegality, reputational risk or restricted industries, untrue signup data, abusive conduct toward staff, challenge to Zeus IP, your change of control, or your insolvency. Trials expire automatically without notice, and free offerings are deemed Trials for termination purposes. Cancellation by you.

Self-serve cancellation is exclusively in-app, by the Account Owner, through the subscription settings; support channels cannot cancel for you, and cancellation takes effect at the end of the then-current period. Cancellation stops renewal only: it does not erase amounts already owed, and no refund or credit arises from cancellation (Section 14; the Subscription, Billing, Cancellation and Refund Policy).

Effect of termination; survival.

On termination all use rights lapse instantly and you must immediately cease all use; all outstanding invoices and uninvoiced sums attributable to the period up to termination become immediately due and payable; and Fees are non-refundable even when Zeus terminates. Every obligation that by its nature should survive termination survives — including those arising after termination out of pre-termination activity — under the enumerated survival list in Section 36 (fees, licenses, feedback, confidentiality, disclaimers, caps and exclusions, indemnities, dispute resolution including the Arbitration Agreement and class/jury waivers, suspension provisions, and data-retrieval limits). Data after termination. Exporting your data through the live self-serve export before termination is solely your responsibility.

From termination, no data is available to you and Zeus makes no warranty as to the availability or capability to transfer, use, or export any data after termination; Zeus has no obligation to maintain, retain, or provide Customer Content and no migration duty. As a discretionary courtesy Zeus may keep data retrievable for up to 30 days after termination — format, method, and fees at Zeus's sole discretion, commercially reasonable efforts only, no integrity or completeness warranty, and no window at all for Free Plan accounts — after which Zeus may permanently delete, archive, retain, or anonymize Customer Content at its sole discretion, without liability for deletion, loss, corruption, or export failure. Backup copies purge only on their scheduled rotation; append-only audit and financial trails survive by design; and third parties seeking data, including under litigation holds, must follow Zeus's procedures.

Retention.

Zeus retains data as long as reasonably required for the purposes for which it was collected or as required or permitted by law, and may establish and change retention periods and storage limits at any time, with or without notice. Zeus may retain data beyond account closure for fraud prevention, security, dispute resolution, enforcement of terms, backup and archival integrity, legal compliance, and whenever Zeus believes litigation is prospective; deletion requests are honoured subject to the refusal grounds in the Privacy Policy, backups purge only on scheduled rotation, residual copies may persist and complete erasure may be technically impossible, and uninstalling the applications deletes nothing server-side. Deletion runs as soon as reasonably practicable, with no fixed automatic-purge timeline promised; append-only audit and financial records survive account purge by design. The published retention schedule states Zeus's actual operational parameters and controls over any inconsistent summary.

26. Warranty Disclaimers; No Service Levels; Support; Accessibility

Services provided "as is"; all warranties disclaimed.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, THE SOFTWARE, THE WEBSITES, ALL CONTENT, TEMPLATES, SEED CATALOGS, PRICE-BOOK AND SUPPLIER DATA, AND ALL MACHINE-GENERATED OUTPUT ARE PROVIDED STRICTLY "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS", AND YOUR ACCESS AND USE ARE AT YOUR SOLE RISK. ZEUS AND THE OTHER ZEUS PARTIES, INCLUDING ALL AFFILIATES, LICENSORS, AND SUBPROCESSORS, DISCLAIM ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, GUARANTEES, AND PROMISES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ZEUS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND ZEUS ASSUMES NO DUTY TO CORRECT ANY DEFECT. No advice or information, whether oral or written, obtained by you from Zeus, its personnel, its marketing, its documentation, or through the Services creates any warranty or representation not expressly stated in the Agreement, and product descriptions and specifications do not qualify as warranties unless Zeus confirms them in a signed writing designated as a warranty. Any use of the Services outside the license scope and restrictions of the Agreement waives all warranty and liability claims connected with that use, and you are solely responsible for any damage to your devices or systems and any loss of data resulting from access, use, or downloads. The disclaimers and exclusions in this Section 26 and in Section 27 are an essential part of the Agreement and formed the basis for determining the price charged for the Services. No results, accuracy, or compliance guarantee; verification duty; templates and third-party data.

ZEUS DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, PRODUCE ACCURATE OUTPUTS, PREVENT LOSSES, INCREASE REVENUE, ENSURE COMPLIANCE WITH ANY LAW OR STANDARD, GENERATE LEADS, PREVENT FRAUD, COLLECT PAYMENTS, OR RESOLVE DISPUTES. Zeus gives no guarantee of the accuracy, completeness, or currency of any data processed, stored, computed, or generated by the Services — including Machine-Generated Output, OCR drafts, computed totals, and quote and invoice figures — and you must independently verify every output before relying on it or presenting it to any End Customer. Zeus makes no warranty that the Services will be available or performant on any particular device, operating system, carrier, network, or geography, including in offline or low-connectivity field conditions. Document templates, the subcontractor-contract seed catalog, and all other seeded or suggested content are supplied for illustration only, are not legal advice, and are used at your sole risk and on your own legal advice; catalog, price-book, and supplier data originating from third parties is provided without warranty of any kind. Nothing in the Services constitutes professional, legal, accounting, tax, engineering, or trade advice, and you acknowledge that you exercise your own independent skill and judgment in your business and your trade. No service levels; no uptime or recovery commitment.

Zeus does not guarantee uptime or availability of the Services, and access restrictions may be applied at any time. Zeus makes no uptime, availability, data-recovery, backup-restoration, support-response, or issue-resolution commitment of any kind unless expressly stated in a written agreement signed by Zeus. The Services may be unavailable during planned or emergency maintenance and downtime, and you acknowledge that operation will not be uninterrupted, secure, or error-free. Availability of hosted infrastructure follows the commitments of Zeus's hosting providers, and any recovery-time or recovery-point objective referenced anywhere is a target only, not a commitment. Any compensation, credit, or refund for downtime or degraded performance is purely discretionary and, if offered, is provided at Zeus's option in the form Zeus selects. Support is discretionary.

Zeus is not under any obligation to provide maintenance or support for the Services or the Software, and any support Zeus actually provides is discretionary. Support, where offered, is efforts-based only, carries no response-time or resolution commitment, may be limited or denied at any time independently of your access to the Services, and its scope and description may be changed by Zeus at will. Support is available only to registered users of your Account and excludes third-party integrations and services, your devices, browsers, and connectivity, and problems arising from misuse, negligence, or use outside the documentation. You must first make reasonable efforts to investigate issues yourself, cooperate with Zeus in reproducing and diagnosing reported problems, and relay relevant notices to your Authorized Users and Invited Users; failure to do so excuses Zeus from any support expectation. Support requests are submitted through [email protected].

No accessibility warranty.

ZEUS MAKES NO GUARANTEE, REPRESENTATION, OR WARRANTY THAT THE SERVICES OR ANY CUSTOMER-FACING ARTIFACT THEY GENERATE — INCLUDING PDFS, SHARED LINKS, AND PORTAL PAGES — COMPLIES WITH THE AMERICANS WITH DISABILITIES ACT, THE ACCESSIBILITY FOR ONTARIANS WITH DISABILITIES ACT, LAWS GOVERNING WEBSITE OR PUBLIC-ACCOMMODATION ACCESSIBILITY, OR ANY OTHER ACCESSIBILITY LAW, RULE, REGULATION, OR ORDINANCE OF ANY COUNTRY OR POLITICAL SUBDIVISION. YOU ARE SOLELY RESPONSIBLE FOR YOUR OWN ACCESSIBILITY-LAW OBLIGATIONS TOWARD YOUR END CUSTOMERS AND THE USERS OF ANYTHING YOU PUBLISH OR SEND THROUGH THE SERVICES. ANY ACCESSIBILITY MEASURES ZEUS TAKES ARE UNDERTAKEN WITHOUT ANY COMPLIANCE GUARANTEE.

27. Limitation of Liability

Release and discharge.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ALL OF YOUR USERS RELEASE, REMISE, AND FOREVER DISCHARGE THE ZEUS PARTIES FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, DEBTS, LOSSES, COSTS, DAMAGES, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, AND OBLIGATIONS OF EVERY KIND, KNOWN OR UNKNOWN, ARISING OUT OF OR CONNECTED WITH THE AGREEMENT OR THE USE OF OR INABILITY TO USE THE SERVICES, INCLUDING CLAIMS BASED ON ZEUS'S OWN NEGLIGENCE. YOU EXPRESSLY WAIVE THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ANY SIMILAR LAW OF ANY STATE, PROVINCE, OR TERRITORY, WHICH WOULD OTHERWISE LIMIT A RELEASE TO CLAIMS KNOWN OR SUSPECTED AT THE TIME OF THE RELEASE. THE ZEUS PARTIES WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION IN OR GENERATED BY THE SERVICES. Exclusion of damages.

UNDER NO CIRCUMSTANCES WILL ANY ZEUS PARTY BE LIABLE TO YOU OR TO ANY THIRD PARTY, ON ANY LEGAL OR EQUITABLE THEORY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, AND STATUTE), FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, PUNITIVE, OR OTHER DAMAGES WHATSOEVER. THE EXCLUDED DAMAGES INCLUDE LOST PROFITS, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, OPPORTUNITY, BARGAIN, OR GOODWILL; BUSINESS INTERRUPTION AND WORK STOPPAGE; REPUTATIONAL HARM; LEGAL, TAX, OR ACCOUNTING COMPLIANCE ISSUES; THE COST OF REPLACEMENT SERVICES OR SUBSTITUTE PROCUREMENT (WHICH THE PARTIES AGREE ARE NOT DIRECT DAMAGES); CLAIMS AGAINST YOU BY YOUR OWN END CUSTOMERS; ATTORNEYS' FEES; BODILY INJURY AND EMOTIONAL DISTRESS; AND LOSS, CORRUPTION, OR NON-RECOVERY OF DATA, HOWEVER CHARACTERIZED, EXPRESSLY INCLUDING UNSYNCHRONIZED OFFLINE DATA AND REJECTED OR PARKED WRITES. NO ZEUS PARTY IS LIABLE FOR THE CONDUCT OF ANY THIRD PARTY; FOR THIRD-PARTY SOFTWARE, HARDWARE, OR SERVICES; FOR INTERNET, NETWORK, CARRIER, OR DEVICE FAILURES OR VIRUSES; FOR FAILURES CAUSED BY YOU, YOUR USERS, YOUR DATA, OR YOUR INSTRUCTIONS; OR FOR PROHIBITED DATA SUBMITTED IN BREACH OF THE AGREEMENT, ALL OF WHICH ARE AT YOUR OWN RISK. THESE EXCLUSIONS APPLY EVEN IF A ZEUS PARTY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IN ANY ARBITRATION UNDER SECTION 30, THE ARBITRATOR HAS NO AUTHORITY TO AWARD PUNITIVE, EXEMPLARY, OR OTHER NON-COMPENSATORY DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER THEM. Aggregate liability cap.

TO THE EXTENT ANY LIABILITY OF ANY ZEUS PARTY SURVIVES SECTIONS 26, 27.1, AND 27.2, THE AGGREGATE, CUMULATIVE LIABILITY OF ALL ZEUS PARTIES TOGETHER, FOR ALL CLAIMS OF EVERY KIND, WILL NOT EXCEED THE LESSER OF (A) THE AMOUNTS YOU ACTUALLY PAID TO ZEUS (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY OR (B) ONE HUNDRED UNITED STATES DOLLARS (USD $100). THE CAP IS A SINGLE SHARED POOL: MULTIPLE CLAIMS, CLAIMANTS, OR PROCEEDINGS DO NOT ENLARGE OR STACK IT, AND IT APPLIES ON EVERY LEGAL OR EQUITABLE THEORY, DESPITE NOTICE OR FORESEEABILITY, AND SURVIVES ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE CAP HAS NO CARVE-OUTS AND EXPRESSLY COVERS ANY LIABILITY UNDER OR IN CONNECTION WITH INDEMNITIES, CONFIDENTIALITY, SECURITY, THE DPA, AND PRIVACY OR DATA-PROTECTION LAW, ALL UNDER THE ONE SHARED CAP. You agree that the essential purposes of the Agreement can be fulfilled even with these limitations, that Zeus could not offer the Services on an economical basis without them, and that each party relied on this allocation of risk as a commercially reasonable basis of the bargain.

Sole and exclusive remedy; no injunctive relief against Zeus.

YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICES, ANY ERROR OR FAILURE OF THE SERVICES, OR ANY OTHER GRIEVANCE IS TERMINATION (WITHOUT REFUND) AND DISCONTINUATION OF ACCESS TO AND USE OF THE SERVICES. You agree that no breach or alleged breach by Zeus will cause you irreparable harm, and you waive any right to equitable or injunctive relief against Zeus's products or services. Allocation of risk; your insurance.

You acknowledge that you are better placed than Zeus to foresee and evaluate the potential losses you may suffer in connection with the Services and your business, that the Fees have been calculated on the basis of the limitations and exclusions in Sections 26 and 27, and that you will effect and maintain insurance suitable to your particular circumstances, including business, cyber, and any coverage your trade or licensing requires.

Free Plan, Trials, and Beta Features.

For the Free Plan, Trials, Beta Features, and any pre-released or free-of-charge feature, Zeus has no warranty, indemnity, support, or other obligations or liabilities of any kind, and the disclaimers in Section 26 and the exclusions in this Section 27 apply with full force. Any intellectual-property indemnity offered in any enterprise document is expressly inapplicable to free, Trial, Beta, and pre-released services. Zeus may modify, limit, suspend, convert to paid, or terminate the Free Plan, any Trial, and any Beta Feature at any time, with or without notice, cause, or liability, including for extended inactivity or Trial abuse. IF ANY LIABILITY NONETHELESS SURVIVES, THE AGGREGATE LIABILITY OF ALL ZEUS PARTIES FOR FREE, TRIAL, BETA, AND PRE-RELEASED SERVICES WILL NOT EXCEED THE LESSER OF THE AMOUNTS YOU ACTUALLY PAID FOR THEM (WHICH FOR FREE SERVICES IS ZERO) OR USD $100, COORDINATED WITH AND NEVER ENLARGING THE CAP IN SECTION 27.3. The Free Plan is a permanent plan, not a time-limited trial; this Section applies trial-grade protections to it without recharacterizing it (see also Section 8.1 and the Beta & Preview Features Addendum for Beta Features).

28. Indemnification

Your indemnity to Zeus.

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Zeus and the other Zeus Parties — including affiliates and their officers, directors, employees, contractors, agents, licensors, vendors, service providers, and suppliers — from and against all actual or threatened claims, demands, suits, actions, and proceedings (at law or in equity), and all resulting losses, damages, judgments, settlements, deficiencies, penalties, fines, interest, disbursements, costs, and expenses, including reasonable attorneys' fees and collection costs. The indemnity covers claims arising from or related to: your use of the Services; your Customer Content, Customer Data, photos, documents, and communications; the acts and omissions of your Authorized Users, Invited Users, Helpers, and anyone using your credentials, whether or not you are personally responsible; and claims brought against any Zeus Party by your own Clients or users. The indemnity further covers: your quotes, invoices, contracts, workmanship, jobs, projects, permits, licenses, insurance, and bonding; billing disputes and claims of unauthorized, deceptive, unfair, or improper charges raised by your Clients; communications-law and marketing-consent claims arising from messages you send; tax outcomes, audits, penalties, and interest connected with your records; your third-party integrations and API usage; your disabling or weakening of security features; privacy or data-protection violations by you or anyone using your credentials; recovery of unpaid Fees and collection costs; your breach of the Agreement or the AUP; your violation of any law; and your employment, subcontractor, and internal business disputes. The indemnity applies to alleged as well as proven violations, is not conditioned on any notice by Zeus or on Zeus's cooperation, and expressly survives Termination.

Defense and settlement control; no reciprocal indemnity.

Zeus may, at your expense, assume the exclusive defense and control of any matter for which you must indemnify any Zeus Party, and you agree to cooperate with that defense. If you conduct the defense, your counsel must be reasonably acceptable to Zeus and Zeus retains the right to participate with counsel of its own choosing. You may not settle or compromise any claim without Zeus's prior written consent. Zeus provides no reciprocal indemnity of any kind under these Terms, including no intellectual-property indemnity.

29. Claim Deadlines

Six-month claim bar; billing finality.

Any claim by you arising out of or relating to the Agreement or the Services must be notified to Zeus in writing within six (6) months of the date you first knew or reasonably should have known of its basis, and no legal proceeding, regardless of form, may be brought by you more than six (6) months after you first had actual knowledge of the facts giving rise to the cause of action. Failure of either condition extinguishes and permanently bars the claim. Where a jurisdiction prohibits the six-month bar, your claims must be brought within the shortest period that jurisdiction permits and in no event more than one (1) year after the claim arose, after which they are permanently barred. Zeus's own claims, including recovery of unpaid Fees, remain subject to the longest period permitted by applicable law. Charges become final and unchallengeable unless disputed in writing within thirty (30) days of the charge, and refund requests expire with the windows stated in the subscription and refund policy.

30. Dispute Resolution; Arbitration Agreement; Class Action and Jury Waivers

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL, BINDING ARBITRATION OF DISPUTES AND WAIVES CLASS ACTIONS AND JURY TRIALS.

Agreement to arbitrate; scope; delegation.

Except as stated in Section 30.4, every Dispute between you and any of the Zeus Covered Parties — meaning Zeus, its Affiliates, and its and their officers, directors, employees, contractors, agents, licensors, predecessors, successors, and assigns, and any authorized or unauthorized user or beneficiary of the Services — arising out of or relating in any way to the Agreement, the Services, or the parties' relationship, on any legal theory and whenever arising, including Disputes that arose before the effective date of these Terms and Disputes involving third parties, will be resolved exclusively through final and binding individual arbitration rather than in court (the "Arbitration Agreement"). The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules before a single arbitrator, and no opt-out from this Arbitration Agreement is offered. The arbitrator, and not any court, has exclusive authority to resolve all disputes about the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or part of it is void or voidable. Zeus's Affiliates and agents are third-party beneficiaries of this Section 30 and may enforce it, and this Arbitration Agreement survives Termination of the Agreement.

Mandatory notice of dispute and negotiation gate.

Before commencing any arbitration or permitted court proceeding, the claiming party must send the other an individualized, personally signed written Notice of Dispute by certified mail describing the nature and basis of the claim and the relief sought, and the parties must attempt in good faith to resolve the Dispute for sixty (60) calendar days after the Notice is received; only if it remains unresolved may arbitration be commenced. Either party may require one individualized settlement conference, attended personally by the parties, and all applicable limitation periods and filing-fee deadlines are tolled while the gate runs. Commencing a proceeding without completing the gate entitles the other party to have it dismissed or stayed and to recover the costs, expenses, and reasonable attorneys' fees of doing so. Settlement offers made in the gate are confidential and may not be disclosed to the arbitrator.

Procedure; costs; confidentiality; no appeal; remedial limits.

The parties will equally share arbitrator and administration fees, and each party will bear its own attorneys' fees, except that a party asserting a claim or defense the arbitrator finds frivolous or brought for an improper purpose (measured by the standards of Federal Rule of Civil Procedure 11(b)) must reimburse all fees and costs, including any fees the other party advanced. The arbitrator may award only remedies consistent with the Agreement and may not award any damages or relief that the Agreement excludes, including the non-compensatory damages excluded by Section 27.2. The arbitration, all filings, evidence, rulings, and the award are strictly confidential and may be disclosed only as required by law or to enforce the award. The award is final and binding, and both parties waive any form of appeal in any jurisdiction to the maximum extent permitted by law. Exceptions; small claims; changes to this Section.

Either party may assert individual claims in small claims court if they qualify, but if such a claim is transferred, removed, or appealed to a court of general jurisdiction, it snaps back into arbitration under this Section. Either party may seek temporary or preliminary injunctive relief in aid of arbitration, and Zeus may bring claims for infringement or misuse of its intellectual property, violations of computer-fraud and abuse laws, or defamation in any court of competent jurisdiction. Zeus may bring actions and proceedings for unpaid Fees, payment collection, chargebacks, and related recovery in court, small claims court, collections, or any other lawful forum, notwithstanding this Arbitration Agreement. If Zeus changes this Section 30 after you first accepted the Terms, you may reject the change by written notice within thirty (30) days, in which case Zeus may terminate your Account and the prior version of this Section survives and continues to govern. Class action waiver.

YOU AND ZEUS EACH WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE ACTION, WHETHER IN ARBITRATION OR IN ANY COURT (the "Class Action Waiver"). EVERY CLAIM PROCEEDS SOLELY ON AN INDIVIDUAL BASIS; THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY AND ONLY TO THE EXTENT ITS INDIVIDUAL CLAIM REQUIRES, AND NO PROCEEDING MAY BE JOINED OR CONSOLIDATED WITH ANOTHER WITHOUT THE WRITTEN CONSENT OF ALL PARTIES. THE WAIVER PROTECTS ZEUS, ITS AFFILIATES, AND ITS PERMITTED AND INVITED USERS. This Class Action Waiver is the non-severable core of the Arbitration Agreement: if it is found unenforceable as to a Dispute, the entire Arbitration Agreement is void as to that Dispute (and only that Dispute), which must then proceed in court under Section 31 — still solely on an individual basis. Claims for public injunctive relief that cannot lawfully be waived are severed to court on an individual basis while all other claims remain in arbitration. Jury trial waiver.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND ZEUS EACH IRREVOCABLY AND UNCONDITIONALLY WAIVE YOUR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND TO HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. IF ANY DISPUTE NONETHELESS PROCEEDS IN COURT FOR ANY REASON — A CARVE-OUT, A SEVERANCE, OR INVALIDATION OF THE ARBITRATION AGREEMENT — IT WILL BE TRIED BY A JUDGE SITTING WITHOUT A JURY, AND THIS WAIVER APPLIES EQUALLY TO ANY SUIT TO COMPEL, VACATE, OR ENFORCE AN ARBITRAL AWARD. This waiver is knowing and voluntary, is made in conjunction with the Class Action Waiver, and is repeated in Section 31 as the litigation backstop.

31. Governing Law and Venue

Governing law.

The Agreement, the Services, and every Dispute or claim arising out of or relating to them (including non-contractual claims) are governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, including Ontario's limitation statutes, without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods, the Uniform Commercial Code, and the Uniform Computer Information Transactions Act do not apply.

Venue; submission; Zeus enforcement flexibility; fees.

Subject to the Arbitration Agreement, all claims not subject to arbitration lie exclusively in the provincial and federal courts sitting in Toronto, Ontario, and you irrevocably submit to their personal jurisdiction and waive every objection based on venue, personal jurisdiction, forum non conveniens, or inconvenient forum. Zeus alone may seek equitable relief in any court of competent jurisdiction anywhere in the world, and may bring collection and enforcement actions in any jurisdiction where you reside, are domiciled or organized, do business, used the Services, or maintain assets. The prevailing party in any proceeding is entitled to recover its costs, expert witness fees, and reasonable attorneys' fees, and Zeus may obtain equitable relief without posting any bond or other security. ANY CLAIM THAT PROCEEDS IN COURT UNDER THIS SECTION IS TRIED TO THE BENCH: THE JURY WAIVER IN SECTION 30.6 APPLIES.

32. Mandatory-Law and Consumer Savings

Maximum-extent savings; non-excludable rights.

Every disclaimer, exclusion, limitation, waiver, and indemnity in the Agreement applies to the maximum extent permitted by applicable law, and nothing in the Agreement excludes, restricts, or modifies any right, guarantee, or remedy that applicable law confers on you and does not permit to be excluded, restricted, or modified. Zeus's liability to you will not be limited where Zeus is not legally allowed to limit it; where limitation is allowed but a stated limit is not, liability is limited to the smallest amount and shortest duration the law permits. IN US STATES THAT DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO THE MINIMUM PERMISSIBLE UNDER APPLICABLE LAW FROM THE DATE YOU FIRST ACCESSED THE SERVICES, AND THE EXCLUSIONS AND LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED. In Canada, provincial consumer-protection legislation is acknowledged to the extent it mandatorily applies, without enlarging any remedy beyond the statutory minimum; the jurisdiction supplements state the mandatory deltas for Canada, the United States, Australia, and New Zealand, and control only to that extent.

Business-purpose acknowledgment; ACL and NZ CGA.

You warrant that you acquire and use the Services for business purposes and in trade, and not as a consumer for personal, domestic, or household use. If you are located in New Zealand, the parties agree that, to the extent permitted by law, the New Zealand Consumer Guarantees Act 1993 does not apply. Where the Australian Consumer Law confers guarantees that cannot be excluded, Zeus's liability for breach is limited, at Zeus's option, to supplying the services again or paying the cost of having them supplied again.

33. Force Majeure

Events beyond Zeus's reasonable control.

Zeus is not liable for, and is not in default or breach of the Agreement because of, any failure, delay, outage, loss, interruption, or reduction in the Services to the extent caused by events beyond its reasonable control (each a "Force Majeure Event"), including natural disasters and acts of God, war, terrorism, civil unrest, epidemics and pandemics, labor conditions and disputes, government action, court orders, legislative changes, cyberattacks and denial-of-service attacks, internet, telecommunications, utility, or hosting failures, carrier and payment-processor failures, app-store actions, and power, network, or equipment fluctuations and failures. During a Force Majeure Event Zeus's only obligations are to post or provide reasonable notice of material service impact and to use commercially reasonable efforts to mitigate; no Force Majeure Event, however prolonged, gives you any termination, credit, or refund right, and nothing in this Section excuses your payment obligations. Force-majeure periods are excluded from any availability or service-level measurement that may ever exist under a signed written agreement.

34. Assignment

One-way assignment.

You may not assign or transfer the Agreement or any right or license under it, in whole or in part, whether voluntarily, involuntarily, or by operation of law (including in a merger, amalgamation, or change of control), without Zeus's prior written consent, and any attempted assignment without consent is null and void. Zeus may assign, novate, delegate, or sublicense the Agreement, in whole or in part, freely and without your consent or notice, including to an Affiliate, successor, acquirer, investor, or lender and in connection with any merger, financing, reorganization, or change of control, and you have no termination right on any Zeus change of control. The Agreement binds and inures to the benefit of the parties and their permitted successors and assigns; if you acquire another business, the Agreement extends downward to it, but the terms of an acquired business never replace these Terms for your existing Account, and you must promptly notify Zeus of the acquisition.

35. Notices; Amendment of Terms

Notices; electronic delivery.

Zeus may give you any notice, disclosure, or other communication by email to any address associated with your Account, by in-app message, or by posting on the Zeus website or legal pages (https://fieldzeus.com/legal), each of which constitutes sufficient written notice, deemed received within twenty-four (24) hours of sending or posting. Notice is deemed given even if you never actually receive it because your contact details are stale, your provider blocks it, or it is filtered to spam — all of which are your risk — and stale contact information is itself grounds for Suspension or closure of the Account. Notices to Zeus are valid only if given in writing by email to [email protected] (or a successor address Zeus posts), and anything sent from your Account's registered email address binds you. You consent to electronic delivery of all records and legal notices; if you withdraw that consent, Zeus may deny, restrict, or close your Account and may charge for paper copies, and paper-copy requests are honored only within one hundred and eighty (180) days of the original send date, for a fee. The Agreement is prepared and concluded in English; any translation is provided for convenience only and is not binding. Amendment of the Terms.

Zeus may amend these Terms and every incorporated document — including the Privacy Policy, the AUP, product and additional terms, the DPA, and any support terms — at any time in its sole discretion, effective upon posting the updated version with a new version date. You bear the burden of monitoring the legal pages for changes; individual notice is optional and Zeus has no duty to notify you. Your continued use of the Services after the posted effective date — or your silence — is conclusive acceptance of the then-current version; if you object, your only recourse is to stop using the Services (and Zeus may terminate the Account of an objecting customer), and ceasing use does not erase obligations already accrued. Changes required by law, security, or Zeus's upstream providers take effect immediately upon posting. Only Zeus can modify the Agreement; no customer purchase order, course of dealing, or oral statement varies it, and any customer-proposed amendment requires Zeus's signed written consent. Changes to Section 30 are additionally governed by Section 30.4. Faster or softer amendment mechanics required by mandatory law (notably Australia's small-business UCT regime) live only in the jurisdiction supplements, without diluting this clause.

36. General

Entire agreement; order of precedence; no reliance.

The Agreement (as defined in Section 1) is the entire agreement between you and Zeus concerning the Services and supersedes every prior or contemporaneous agreement, proposal, negotiation, representation, and statement, written or oral. Zeus will not be bound by, and specifically objects to, any term in any customer purchase order, vendor-onboarding form, or procurement portal, which is void even if executed, and no Zeus employee or agent can bind Zeus orally. You acknowledge that you have not relied on any pre-contract statement, marketing material, FAQ, or roadmap or future-functionality statement, and you waive any remedy for such statements, including for negligent or innocent misrepresentation, to the maximum extent permitted by law. Zeus-posted product-specific and additional terms auto-incorporate into the Agreement and control over these Terms for their subject matter; the DPA controls only for personal-data processing; the jurisdiction supplements control only to the extent mandatory law requires; and otherwise these Terms control. The English version of the Agreement controls over any translation. Survival.

The following survive Termination, expiry, cancellation, Suspension, and nonpayment, however arising: accrued payment obligations and Taxes; the licenses you grant to Zeus in Sections 9 and 10; Zeus's intellectual-property rights and your feedback grant (Section 11); confidentiality (Section 22); the disclaimers in Section 26; the limitations, exclusions, and caps in Section 27; your indemnities in Section 28; the claim deadlines in Section 29; Section 30 (including the Arbitration Agreement, the Class Action Waiver, and the jury waiver); Sections 31 through 36; and every other provision that by its nature should survive. Severability and reformation; non-waiver; no third-party beneficiaries.

If any provision of the Agreement is held invalid or unenforceable, it will first be modified and interpreted so as to best accomplish its objectives to the fullest extent permitted by law; only if that is impossible will it be limited or eliminated to the minimum extent necessary, and the remaining provisions continue in full force. This severability clause is expressly subordinate to the non-severable Class Action Waiver mechanics in Section 30.5. No failure or delay by Zeus in exercising any right waives it; waivers are effective only in a writing signed by Zeus and apply only to the specific instance waived. The Agreement creates no third-party beneficiaries, except that the Zeus Parties and Zeus's Affiliates and agents may enforce the provisions protecting them, including Section 30. Interpretation; language; contact.

The Agreement is construed without regard to any presumption or rule requiring construction against the drafting party. In the Agreement, "including" and its variants are non-exhaustive; every discretion, consent, or determination of Zeus is exercised in Zeus's sole discretion; headings are for convenience only; and no course of conduct or trade practice modifies the Agreement. Questions about these Terms go to [email protected] or by mail to Omni Data Tech Inc., 3601 Highway 7 East, Suite 1006, Markham, Ontario, L3R 0M3, Canada. The current version of these Terms and all incorporated documents is published at https://fieldzeus.com/legal. Export controls and sanctions are addressed in Section 13; use outside the launch territories is addressed in Section 1.4.