Legal Agreements
Explore the legal terms and agreements that govern the use of Actualize by Zero Sum Defense, supporting transparency and trust in our services.
ZSD Terms of Service
Last updated: April 23, 2025
These Terms of Service ("Terms") govern your use of the ZSD Platform, applications, websites, and services (collectively, the "Services") provided by Zero Sum Defense, Inc. ("ZSD," "we," "us," or "our"). These Terms constitute a legally binding agreement between you and ZSD. Our Privacy Policy, End User License Agreement, and other policies referenced herein are incorporated by reference and form part of this agreement.
BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
Terms Details
1.1 Service Description. The ZSD Platform is a security and privacy platform that provides secure data storage, encrypted communications, identity security, and access controls. The specific features and functionality available to you will depend on your subscription tier.
1.2 Service Modifications. We reserve the right to modify, suspend, or discontinue any part of the Services at any time, with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.
1.3 Beta Features. We may offer access to beta features that are still in development. Beta features are provided "as is" and "as available" without any warranties, and we may change, suspend, or discontinue them at any time without notice.
1.4 Support. The level of support provided depends on your subscription tier. Details about support services can be found on our website or in your subscription agreement.
2.1 Account Creation. To access most features of the Services, you must create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
2.2 Account Security. You are responsible for safeguarding your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to secure your account.
2.3 Age Requirements. You must be at least 16 years old to create an account and use our Services. If you are between 16 and 18 years old (or the age of majority in your jurisdiction), you may only use the Services with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms.
2.4 One Person, One Account. Each person may maintain only one Individual account tied to their identity. Accounts registered by bots or automated methods are not permitted.
3.1 Compliance with Laws. You agree to use the Services only for lawful purposes and in accordance with these Terms. You are responsible for ensuring that your use of the Services complies with all applicable laws, regulations, and third-party rights.
3.2 Prohibited Activities. You agree not to use the Services to:
a. Violate any law, regulation, or court order;
b. Infringe or violate the intellectual property, privacy, or other rights of third parties;
c. Upload, transmit, or distribute any content that is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, or hateful;
d. Engage in or promote illegal activities, including but not limited to terrorism, child sexual exploitation, fraud, money laundering, gambling in a jurisdiction where it is illegal, or the illegal distribution of controlled substances;
e. Upload, transmit, or distribute any viruses, worms, malware, or other harmful computer code;
f. Interfere with or disrupt the Services or servers or networks connected to the Services;
g. Attempt to gain unauthorized access to the Services, other accounts, computer systems, or networks;
h. Use any robot, spider, scraper, or other automated means to access the Services;
i. Bypass or circumvent measures we may use to prevent or restrict access to the Services;
j. Conduct security assessments, penetration tests, or vulnerability scans without our express written permission;
k. Use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.
3.3 Usage Limits. We may impose usage limits on certain features or functionality, as described in your subscription plan. You agree not to attempt to circumvent any such limits.
3.4 Monitoring and Enforcement. We have the right (but not the obligation) to monitor any activity and content associated with the Services. We may investigate any reported or suspected violation of these Terms and take any action that we deem appropriate, including but not limited to removing content, suspending or terminating accounts, and reporting violations to law enforcement authorities.
4.1 Definition. "User Content" means any content that you upload, store, share, or otherwise make available through the Services, including but not limited to text, files, images, audio, and video.
4.2 Ownership. You retain all rights to your User Content. By uploading or sharing User Content, you grant us a non-exclusive, worldwide, royalty-free license to use, store, and process your User Content solely to the extent necessary to provide the Services to you and as permitted by our Privacy Policy.
4.3 Responsibility for Content. You are solely responsible for your User Content and the consequences of uploading, sharing, or publishing it. You represent and warrant that:
a. You own or have obtained all necessary rights, licenses, consents, and permissions to use and share your User Content;
b. Your User Content does not violate these Terms, applicable laws, or the rights of any third party;
c. Your User Content does not contain any viruses, malware, or other harmful code.
4.4 No Obligation to Review. We have no obligation to monitor or review User Content, but we reserve the right to remove or disable access to any User Content that we determine, in our sole discretion, violates these Terms or may harm other users, third parties, or us.
4.5 Zero-Knowledge Architecture. Some portions of our Services employ zero-knowledge architecture, which means that certain User Content is encrypted in a way that prevents us from accessing it. While this provides enhanced privacy and security, it also means that if you lose your encryption keys or passwords, we may not be able to help you recover your User Content.
5.1 Subscription Plans. Some features of the Services are available only with a paid subscription. Details of subscription plans, including features and pricing, are available on our website. All fees are in US dollars unless otherwise specified.
5.2 Payment. You agree to pay all fees associated with your subscription plan. By providing a payment method, you authorize us to charge the applicable fees to that payment method. If automatic billing fails, we may issue an invoice, which you agree to pay within 15 days of the invoice date.
5.3 Taxes. All fees are exclusive of taxes unless otherwise stated. You are responsible for paying all applicable taxes, including sales tax, value-added tax (VAT), goods and services tax (GST), and other similar taxes.
5.4 Subscription Term and Renewals. Subscriptions are for the term specified during purchase and automatically renew for the same term unless canceled prior to the renewal date. You may cancel your subscription at any time through your account settings or by contacting customer support.
5.5 Price Changes. We may change our subscription fees at any time. If we increase fees for your subscription plan, we will notify you at least 30 days before the change takes effect. Your continued use of the Services after the fee change takes effect constitutes your agreement to pay the updated fees.
5.6 No Refunds. All fees are non-refundable except as expressly provided in these Terms or as required by law. This No Refunds policy does not affect any statutory right of withdrawal or cancellation that may apply under consumer protection laws in your jurisdiction.
5.7 Free Trials. We may offer free trials for our subscription plans. At the end of the trial period, you will be automatically charged for the applicable subscription unless you cancel before the trial ends.
Additional details about billing and payment can be found in our Payments Terms.
6.1 ZSD Property. The Services, including all content, features, functionality, software, mobile applications, and websites, are owned by ZSD and its licensors and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
6.2 License to Use the Services. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services for your personal or internal business purposes.
6.3 Restrictions. You agree not to:
a. Copy, modify, create derivative works based on, or distribute any portion of the Services;
b. Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services;
c. Access the Services to build a similar or competitive product or service;
d. Remove any copyright, trademark, or other proprietary notices from the Services;
e. Sell, resell, rent, or lease the Services;
f. Use the Services for any illegal or unauthorized purpose.
6.4 Feedback. If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Feedback for any purpose.
6.5 Trademarks. The ZSD name, logo, and all related names, logos, product and service names, designs, and slogans are trademarks of ZSD or its affiliates or licensors. You may not use such marks without our prior written permission. For more information, please see our Marks Usage Guidelines.
7.1 Third-Party Services. The Services may integrate with or contain links to third-party services, applications, or websites ("Third-Party Services"). These Third-Party Services are not under our control, and we are not responsible for their availability, content, privacy practices, or other policies. Your use of Third-Party Services is subject to the terms and policies of those services.
7.2 Third-Party Content. The Services may display or make available content from third parties ("Third-Party Content"). We do not control, endorse, or adopt any Third-Party Content and will have no responsibility for Third-Party Content.
7.3 Interactions with Third Parties. Your interactions with third parties, including payment and delivery of goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and the third party. We are not responsible for any loss or damage that may arise from your interactions with third parties.
8.1 AS IS. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND. ZSD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8.2 No Guarantees. ZSD DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
8.3 Security Limitations. WHILE ZSD IMPLEMENTS SECURITY MEASURES DESIGNED TO PROTECT YOUR DATA, NO SECURITY SYSTEM IS IMPENETRABLE, AND ZSD CANNOT GUARANTEE THE ABSOLUTE SECURITY OF THE SERVICES OR YOUR DATA.
8.4 Backup Responsibility. YOU ARE RESPONSIBLE FOR MAINTAINING APPROPRIATE BACKUPS OF YOUR DATA. ZSD WILL NOT BE RESPONSIBLE FOR ANY LOSS, CORRUPTION, OR COMPROMISE OF YOUR DATA.
8.5 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF ZSD WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.1 Exclusion of Certain Damages. IN NO EVENT WILL ZSD, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ZSD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Limitation of Liability Amount. IN NO EVENT WILL THE AGGREGATE LIABILITY OF ZSD AND ITS AFFILIATES AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES EXCEED THE GREATER OF $1 OR THE AMOUNT YOU HAVE PAID ZSD FOR THE SERVICES IN THE 12 MONTHS PRECEDING THE CLAIM.
9.3 Jurisdictional Limitations. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF ZSD WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.4 Essential Purpose. THE LIMITATIONS OF LIABILITY IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE.
9.5 Consumer Rights. NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE OR LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
You agree to indemnify, defend, and hold harmless ZSD, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) that arise from or relate to: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any rights of another person or entity; or (e) your violation of any applicable laws, rules, or regulations. ZSD reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of ZSD.
11.1 Term. These Terms will remain in effect until terminated by you or ZSD.
11.2 Termination by You. You may terminate these Terms at any time by:
a. Canceling your subscription through your account settings;
b. Discontinuing your use of the Services; and
c. Deleting your account if you have created one.
11.3 Termination by ZSD. ZSD may terminate these Terms or suspend your access to the Services at any time, with or without cause, and with or without notice. Without limiting the foregoing, ZSD may terminate these Terms if:
a. You breach any provision of these Terms;
b. You fail to pay any fees when due;
c. ZSD is required to do so by law;
d. ZSD decides to stop providing the Services or certain features of the Services;
e. ZSD believes that your use of the Services poses a security risk or could harm ZSD, other users, or third parties.
11.4 Effect of Termination. Upon termination of these Terms:
a. Your right to use the Services will immediately cease;
b. ZSD may delete your account and any data associated with it;
c. Sections 4.2, 6, 8, 9, 10, 11.4, 12, 13, and 14 will survive termination;
d. Any fees paid by you are non-refundable, except as expressly provided in these Terms or as required by law.
11.5 Data Export. Before termination, you are responsible for exporting any User Content or data that you wish to retain. ZSD may offer tools to facilitate such export, but has no obligation to maintain or provide access to your data after termination.
12.1 Governing Law. These Terms and any dispute arising out of or relating to these Terms or the Services will be governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
12.2 Informal Dispute Resolution. Before filing a claim against ZSD, you agree to try to resolve the dispute informally by contacting legal@zerosumdefense.co. We’ll try to resolve the dispute informally by contacting you via email. If a dispute is not resolved within 30 days of submission, you or ZSD may bring a formal proceeding.
12.3 Arbitration. ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THE VALIDITY, INVALIDITY, BREACH, OR TERMINATION THEREOF, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE AMERICAN ARBITRATION ASSOCIATION’S COMMERCIAL ARBITRATION RULES. THE PLACE OF ARBITRATION SHALL BE SAN FRANCISCO, CALIFORNIA. THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH. THE ARBITRATION AWARD SHALL BE FINAL AND BINDING ON THE PARTIES.
12.4 Class Action Waiver. 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. UNLESS BOTH YOU AND ZSD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.
12.5 Opt-Out. YOU HAVE THE RIGHT TO OPT OUT OF THE PROVISIONS OF THIS SECTION 12 BY SENDING WRITTEN NOTICE OF YOUR DECISION TO OPT OUT TO legal@zerosumdefense.co WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS. IF YOU OPT OUT OF THIS SECTION 12, SECTION 12.1 WILL CONTINUE TO APPLY TO YOU, AND ANY DISPUTES WILL BE RESOLVED IN THE COURTS AS SET FORTH IN SECTION 12.6.
12.6 Exception for Small Claims Court. Notwithstanding the foregoing, either party may bring an individual action in small claims court.
12.7 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief to protect its intellectual property rights or confidential information in any court of competent jurisdiction.
12.8 Time Limitation. Any claim arising out of or related to these Terms or the Services must be filed within one year after such claim arose, otherwise, the claim is permanently barred.
If you are a consumer, certain jurisdictions may not allow some or all of the provisions in this Section 12, in which case these provisions will apply to you only to the extent permitted by applicable law.
13.1 Compliance with Export Laws. The Services are subject to export controls under the laws and regulations of the United States and other countries. You agree to comply with all such laws and regulations and acknowledge that you are responsible for obtaining any licenses or other approvals required to export, re-export, or import the Services.
13.2 Prohibited Users. You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; (b) you are not on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List; and (c) you will not access or use the Services in violation of any U.S. export embargo, prohibition, or restriction.
14.1 Entire Agreement. These Terms, together with the Privacy Policy, EULA, and any other agreements expressly incorporated by reference herein, constitute the entire agreement between you and ZSD concerning the Services and supersede all prior or contemporaneous communications, whether electronic, oral, or written, between you and ZSD.
14.2 Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect.
14.3 No Waiver. The failure of ZSD to enforce any right or provision of these Terms 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.
14.4 Assignment. You may not assign or transfer these Terms, by operation of law or otherwise, without ZSD’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. ZSD may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
14.5 Notices. Any notices or other communications provided by ZSD under these Terms will be given: (a) via email; or (b) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
14.6 Force Majeure. ZSD will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
14.7 No Agency. No agency, partnership, joint venture, or employment is created as a result of these Terms, and you do not have any authority of any kind to bind ZSD in any respect whatsoever.
14.8 Headings. The section titles in these Terms are for convenience only and have no legal or contractual effect.
15.1 Updates. We may update these Terms from time to time to reflect changes in our practices, services, or applicable laws. The updated Terms will be posted on our website with the "Last Updated" date at the top.
15.2 Notice of Material Changes. If we make material changes to these Terms, we will provide notice as appropriate under the circumstances, which may include notifying you by email or displaying a prominent notice on the Services.
15.3 Continued Use. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.
If you have any questions about these Terms, please contact us at:
Zero Sum Defense, Inc.
Attn: Legal Department
7455 France Ave S, #277
Minneapolis, MN 55435
Email: legal@zerosumdefense.co
Phone: (818) 732-8733
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By using the ZSD Platform, you acknowledge that you have read, understood, and agree to be bound by the terms of this Terms of Service.
Last updated: April 23, 2025