The following terms have specific meanings within this Agreement:

• Application - Any software application, functionality, website, product, or service created to extend or integrate with ZSD’s Software.
• Business Account - The ZSD account that chooses to install your Application.
• Business Account Data - Any information (including Personal Data) that the Business Account authorizes ZSD to share with your Application.
• Business User - Any individual lawfully entitled to access and operate a Business Account.
• Confidential Information - Non-public information, know-how, or trade secrets in any form that should reasonably be understood as confidential.
• Developer - You, your organization, its agents, employees, and consultants.
• Marketplace - ZSD’s online marketplace where your Application may be discovered and installed by Business Users.
• Personal Data - Any information relating to an identified or identifiable natural person.
• Process/Processing - Any operation performed on data, including collecting, storing, accessing, using, or disclosing.
• Software - The Actualize software and applications provided by ZSD.

As a Developer, you grant ZSD the following licenses:

• A non-exclusive, worldwide, transferable, sublicensable, fully paid-up, royalty-free license to host, link to, reproduce, modify, publicly perform, publicly display, test, distribute, make available, license, and otherwise use your Application and any related listings in connection with the ZSD Marketplace.
• Permission to reproduce, perform, display, use, and access your Application for administration and demonstration purposes in connection with the operation and marketing of the ZSD Marketplace.
• Permission to reproduce, display, distribute, and otherwise use any Developer Brand Features you provide to ZSD solely for use in connection with the ZSD Marketplace.

As a Developer, you must adhere to the following restrictions:

• You must have or create a ZSD account with Admin level access to build an Application.
• You must keep all credentials secure and not share your account credentials with third parties.
• You must protect the privacy and legal rights of all Business Accounts and Business Users.
• You must inform Business Users of any data accessed by your Application and provide a publicly accessible privacy policy.
• Your Application may only use information for the limited purpose for which you have obtained permission.
• You agree not to engage in any activity within the ZSD Marketplace that violates ZSD policies or applicable laws.
• You must not disclose Confidential Information or embargoed announcements.

Your Application must not:

• Violate any applicable laws or regulations or promote unlawful activities.
• Contain or install malware or exploit delivery mechanisms.
• Interfere with or access in an unauthorized manner the systems of any third party.
• Include false or misleading content.
• Process payments outside of ZSD without express written permission.
• Infringe on any proprietary right of any party.
• Include sexually obscene content or discriminatory content.
• Divert Business Users or mimic the ZSD Marketplace.

You are responsible for protecting user data and complying with privacy laws:

• You must implement reasonable security measures to protect Business Account Data.
• You must provide notifications of Data Breaches to affected parties as required by law.
• You must maintain a privacy policy that is easily accessible to users of your Application.
• You must not sell Business Account Data to third parties.
• You may only share Business Account Data with third parties under limited circumstances and with explicit user consent.
• You must not connect any user data to any third-party Artificial Intelligence/Large Language Model (“AI/LLM”) systems that are unapproved by ZSD.
• You must notify ZSD within 48 hours of becoming aware of any Data Breach.
• You must delete Business Account Data when it is no longer necessary for legitimate business purposes.

IMPORTANT: Your Application must implement technical and organizational safeguards that:

• Meet or exceed industry standards proportionate to the sensitivity of Business Account Data.
• Comply with applicable data protection laws.
• Are designed to prevent any Data Breach or unauthorized Processing of Business Account Data.

ZSD may conduct audits to ensure compliance:

• ZSD may conduct an audit no more than once per calendar year unless there is a necessary condition (such as suspected violation or data breach).
• You must cooperate with audits and provide information and assistance as requested.
• If an audit reveals non-compliance, you must reimburse ZSD for the costs of conducting the audit.
• ZSD may request written certification of your compliance with this Agreement.
• ZSD reserves the right to review or test your Application for compliance with this Agreement.
• ZSD may refuse an Application on its Marketplace at its sole discretion.

ZSD may remove Applications from the Marketplace under certain conditions:

• If you decide to remove your Application from the Marketplace, you must provide ZSD with 30 days' written notice.
• Removing your Application does not affect the license rights of Business Users who have previously installed your Application.
• ZSD may remove your Application from the Marketplace if it violates intellectual property rights, applicable laws, or ZSD’s terms of service.
• ZSD may also remove your Application if it is deemed malicious, defective, or adds undue risk to Marketplace Business Users.
• ZSD reserves the right to suspend or bar any Application from the Marketplace at its sole discretion.

As a Developer, you represent and warrant that:

• Your Application notifies all users how their account data will be accessed and transmitted.
• Your Application will not modify account data in a manner that adversely affects its integrity.
• Your Application will not display data or visualizations that are inaccurate or incomplete.
• Your Application will not disclose account data to any third party without appropriate prior user consent.
• Your Application will not use account data for any purpose other than providing its functionality to Business Users.
• You will maintain and handle all account data in accordance with privacy and security measures adequate to preserve confidentiality.

This Agreement may be terminated under the following conditions:

• You may terminate this Agreement without cause upon thirty (30) days' written notice to ZSD.
• ZSD may terminate this Agreement (or any part) or close your account at any time for any reason.
• Either party may terminate this Agreement immediately if the other party materially breaches the Agreement and does not cure the breach within 10 days after receiving notice.
• This Agreement will automatically terminate if your ZSD Services Agreement terminates.
• If you use the ZSD Marketplace again after termination, this Agreement will apply with a new Effective Date.

Important limitations on ZSD’s liability:

• THE ZSD MARKETPLACE AND RELATED SERVICES ARE PROVIDED "AS-IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES.
• ZSD DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
• ZSD DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY THIRD-PARTY HOSTING PROVIDERS.
• THE ZSD MARKETPLACE MAY CONTAIN BUGS OR ERRORS. ANY PARTICIPATION IN OR USE OF THE MARKETPLACE IS AT YOUR SOLE RISK.
• ZSD SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES.
• ZSD MAY DISCONTINUE THE MARKETPLACE AT ANY TIME AT ITS SOLE DISCRETION.

Additional legal provisions:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
• Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the American Arbitration Association’s Commercial Arbitration Rules. The arbitration shall take place in Minneapolis, Minnesota, and shall be conducted in English. The arbitrator may award injunctive relief, but has no authority to award punitive or exemplary damages. Each party will bear its own costs in arbitration, except that the arbitrator may award costs and attorneys’ fees to the prevailing party.
• YOU AND ZSD AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
• If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.
• ZSD’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ZSD.
• You may not assign or transfer this Agreement or any rights or obligations under this Agreement without ZSD’s prior written consent. ZSD may assign or transfer this Agreement, in whole or in part, without restriction.
• This Agreement, together with any other agreements or policies referenced herein, constitutes the entire agreement between you and ZSD regarding the ZSD Marketplace and supersedes all prior or contemporaneous agreements, representations, and understandings.
• ZSD reserves the right to modify this Agreement at any time. If ZSD makes material changes to this Agreement, we will notify you via the ZSD Marketplace or by sending you an email. Your continued use of the ZSD Marketplace after the effective date of such changes constitutes your acceptance of the modified Agreement.
• If you have any questions about this Agreement, please contact ZSD at legal@zerosumdefense.co.

BY DEVELOPING, SUBMITTING, OR LISTING AN APPLICATION ON THE ZSD MARKETPLACE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DEVELOP, SUBMIT, OR LIST ANY APPLICATION ON THE ZSD MARKETPLACE.