The agent storefront at https://agents.zerogpu.ai/llms.txt publishes prices, payment instructions, and setup. Agents can purchase autonomously or with their human's approval, with a range of payment methods; an agent without a payment method can set one up there instantly, no signup. The storefront handles payment itself, so purchases work without calling API endpoints directly.
Master Services Agreement
Last Updated: August 12, 2026
This Master Services Agreement (this “MSA” and collectively with all Additional Terms and Policies, both as defined herein, this “Agreement”) is by and between ZeroGPU, Inc., a Texas corporation with offices at 4229 N. FM620, Suite 333, Austin, TX 78734 (“ZeroGPU”), and the developer or other person or entity that accepts this Agreement (“Developer”). This Agreement is effective as of the date Developer first accepts this Agreement as described below (the “Effective Date”).
ZeroGPU, Inc. provides its customers with a technology-enabled platform for artificial intelligence (“AI”) inference-as-a-service that routes and executes inference workloads using distributed and/or idle compute resources through ZeroGPU’s Integrations, as defined herein. Developer operates one or more user-facing applications, platforms, websites, software products, SDK-enabled environments, or other digital properties (“Developer Offerings”) through which Developer may enable the use of idle End User Device Resources, as defined herein. ZeroGPU desires to purchase, and Developer desires to provide, certain Compute Resources, as defined herein, on the terms set forth in this Agreement through ZeroGPU’s provision of the Services, as defined herein. PLEASE REVIEW THIS MSA CAREFULLY. BY CLICKING “I AGREE” (OR A SIMILAR BUTTON OR CHECKBOX), CREATING AN ACCOUNT, SUBMITTING A DEVELOPER OFFERING FOR APPROVAL, OR OTHERWISE ACCESSING OR USING THE SERVICES, DEVELOPER AGREES TO BE BOUND BY THIS AGREEMENT, INCLUDING THIS MSA AND ANY UPDATES OR REVISIONS POSTED HERE OR OTHERWISE COMMUNICATED TO DEVELOPER. IF DEVELOPER DOES NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, DEVELOPER MAY NOT ACCESS OR USE THE SERVICES.
THIS AGREEMENT REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR DEVELOPER’S ACCESS TO OR USE OF THE SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, AND DEVELOPER AGREES THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND THE RIGHTS AND OBLIGATIONS REGARDING THE RESOLUTION OF ANY CLAIM.
By accessing or using the Services or related services, Developer represents and warrants that Developer: (a) is of legal age to form a binding contract; (b) has the right, authority, and capacity to agree to and abide by this Agreement, including, if Developer is an entity or organization, that the individual agreeing to these terms has the authority to bind such entity or organization to this Agreement; and (c) is not barred from using the Services under the laws of any applicable jurisdiction.
THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 18, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS DEVELOPER AGREES, REPRESENTS, AND WARRANTS THAT IT IS 18 YEARS OF AGE OR OLDER.
This MSA contains general terms and conditions applicable to all such Services and any Additional Terms contain further terms specific to the Services provided. In the event of any conflict among this MSA, any Additional Terms, and any Policy, and unless explicitly stated otherwise, the terms and conditions of each shall take precedence in the following order: this MSA, any Additional Terms, and any Policy. For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
“Additional Terms” means any ordering document, statement of work, account information or configuration screen or page, online sign-up flow, addendum, exhibit, schedule, or other document, material, or terms (in each case whether presented in electronic, online, click-through, or written form) that references or is entered into under this MSA, all of which are incorporated into and made a part of this Agreement. Additional Terms set forth specific terms applicable to the Developer’s access to and use of the Services, including terms regarding approved Developer Offerings and Revenue Share.
“Aggregated Data” means Developer Data that has been aggregated in a manner that does not reveal any personally identifiable information and cannot reasonably be used to identify Developer as the source of such data or reveal the identity, whether directly or indirectly, of Developer or any individual.
“Analytics Reports” means analytical reports, models and insights generated by the Services with respect to Developer Data and otherwise.
“Analytics Templates” means ZeroGPU’s proprietary algorithms, models, and other data analytics templates and tools which are provided by ZeroGPU to Developer via the Services.
“API” means any proprietary application programming interface made accessible by ZeroGPU that enables Developer to, among other things, pull Developer Data or Compute Resources from any approved Integrations via the ZeroGPU Offering.
“Applicable Law” means all applicable foreign, federal, state, provincial, local, and municipal laws, statutes, ordinances, regulations, directives, orders, judgments, decrees, industry standards, self-regulatory rules, and governmental requirements, including those relating to privacy, data protection, cybersecurity, consumer protection, advertising, marketing, disclosures, electronic communications, unfair or deceptive acts or practices, platform terms, export controls, sanctions, and child protection.
“Authorized Users” means employees and contractors of Developer who are authorized by Developer to access and use the Services on Developer’s behalf and pursuant to unique Credentials which are associated with Developer’s account on the Services.
“Compute Resources” means the compute, processing, execution, task-running, bandwidth, storage, and related device resources made available by Developer to ZeroGPU under this Agreement from End User Devices through a Developer Offering.
“Credentials” means any Authorized User accounts, passwords and other authentication credentials associated with use of the Services by Developer or Authorized Users.
“Developer Facilities” means Credentials, Developer Offerings, and any account, database, hardware, system or other facility within Developer’s custody or control.
“Developer Offering” means Developer’s app(s), website(s), software, SDK-enabled products, services, or other consumer- or user-facing offerings through which Developer integrates the ZeroGPU Offering and makes Compute Resources available.
“Emergency Security Issue” means any: (i) use of the Services by Developer or Authorized Users in violation of the terms and conditions of this Agreement that disrupts or is reasonably likely to disrupt the availability of the Services to other users; or (ii) access to the Services by any unauthorized third party through use of any Developer Facilities.
“End User” means any consumer, user, subscriber, customer, or other person who downloads, accesses, uses, or interacts with any Developer Offering through which Compute Resources are made available to ZeroGPU.
“End User Devices” means any End User device onto which a Developer Offering is installed, accessed, or used.
“End User Device Resources” means only those End User Device resources that Developer is expressly permitted to access and use under Applicable Law, applicable application platform requirements, and the End User’s valid and informed consent or other legally sufficient authorization, including as applicable CPU, GPU, NPU, RAM, storage, network bandwidth, battery, and related idle processing capacity.
“Intellectual Property” means all rights associated with patents and inventions; copyrights, mask works and other works of authorship (including moral rights); Marks; trade secrets; software, databases and data; and all other intellectual property and industrial designs.
“Integrations” means any authorized integration of ZeroGPU’s API, software development kits (“SDKs”), or similar technology with Developer Offerings which enables Developer to provide Compute Resources.
“Malicious Code” means without limitation code, files, scripts, agents or programs intended to do harm, including without limitation viruses, worms, time bombs and trojan horses.
“Marks” means a party’s trademarks, service marks, trade dress, trade names, logos, and other source identifiers.
“Platforms” means any proprietary online platform hosted by ZeroGPU, including any related domain and subdomains, software, code, algorithms, dashboards, Analytics Templates, hosted services and web interfaces.
“Price Per Million Tokens” means the dollar amount per one million tokens processed, as specified in the applicable Additional Terms.
“Third Party Offerings” means services delivered or performed by third parties independently of the Services, or other online, web-based CRM, ERP, or other business application subscription services, and any associated offline products provided by third parties, that interoperate with the Services.
“Token” means a unit of text or data processed by the ZeroGPU Offering, calculated in accordance with ZeroGPU’s standard tokenization methodology as described in the applicable documentation or Additional Terms.
“Services” means the ZeroGPU Offering and any and all of other services, software, tools, and offerings provided by ZeroGPU to Developer pursuant to this Agreement that enable Developer to provide and sell Compute Resources to ZeroGPU, including the Platforms, Integrations, Analytics Templates, the offerings provided through https://zerogpu.ai/, any mobile applications provided by ZeroGPU, and all such services and software labeled as alpha, beta, pre-release, trial, preview or otherwise. The Services may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, and sample data sets as provided by ZeroGPU.
“ZeroGPU Offering” means ZeroGPU’s proprietary software used to provide Integrations and any other technology and documentation related to Integrations provided to Developer by ZeroGPU.
During the term of this Agreement and subject to Developer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement (including those in applicable Additional Terms), ZeroGPU hereby grants Developer a limited, non-exclusive, non-sublicensable, non-transferable, revocable right under applicable Additional Terms to access and use the Services as specified in such Additional Terms and download Analytics Reports, as applicable and made available to Developer on the Services, only during the term of this Agreement, in the form and through the means made available by ZeroGPU; provided, however, Developer’s use of the: (i) Platform and Analytics Reports shall be only for internal business purposes in the ordinary course of Developer’s business and within Developer’s Facilities for Developer’s internal business purposes; (ii) ZeroGPU Offering shall be limited to approved Developer Offerings. Developer hereby agrees that ZeroGPU may collect or generate Aggregated Data in connection with providing Developer and Authorized Users with access to the Services, including Aggregated Data related to End User Devices.
(i) Approval. Prior to integrating the ZeroGPU Offering into any Developer Offering or using any Developer Offering to supply Compute Resources, Developer must submit a written approval request to ZeroGPU in such form as ZeroGPU may designate, including a description of the Developer Offering, its target platform(s), and the proposed integration scope. ZeroGPU may approve or deny any request in its reasonable discretion and may deny approval where it determines that the Developer Offering fails to comply with the terms of this Agreement or presents reputational, legal, or security risks to ZeroGPU, including without limitation Developer Offerings of the types prohibited under Section 2(b)(ii). Developer shall not make any material modification to an approved Developer Offering without ZeroGPU’s prior written approval. Developer shall ensure each approved Developer Offering remains in continuous compliance with this Agreement and shall promptly notify ZeroGPU of any non-compliance. ZeroGPU reserves the right to suspend or revoke approval upon written notice if a Developer Offering no longer meets the foregoing criteria, is materially modified without approval, or if Developer is otherwise in breach of this Agreement, and any Compute Resources supplied through an unapproved or revoked Developer Offering shall be deemed non-conforming and excluded from any Revenue Share Amount calculation under Section 5.
(ii) Prohibited Developer Offerings. Developer represents and warrants that, during the Term, no Developer Offering does or will: (A) promote or encourage discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (B) target, or be intended for distribution to, children under the age of thirteen (13); (C) involve, facilitate, or promote any of the following: (1) adult content, pornography, escort services, or links thereto; (2) the production, procurement, sale, or trafficking of real-world weapons or munitions, illegal drugs, humans or human organs, zoophilia or child sexual abuse material, or protected or prohibited wildlife or wildlife products; (3) Internet gambling; (4) terrorist organizations or individuals who support terrorism; (5) the concealment or laundering of assets of criminal origin; (6) pyramid or multi-level network marketing schemes; or (7) the collection, sale, or transmission of Sensitive Data (as defined herein).
(iii) Self-Management. Subject to any obligations contained in any Additional Terms, Developer may, using any self-service controls, dashboards, or configuration tools that ZeroGPU makes available through the Services: (a) pause the provision of Compute Resources from or remove any Developer Offering that has been approved under Section 2(b)(i); and (b) determine which approved Developer Offerings are used to supply Compute Resources to ZeroGPU. Nothing in this Section 2(b)(iii) shall relieve Developer of any obligation under this Agreement, including the obligation to obtain approval under Section 2(b)(i) prior to re-adding or materially modifying a Developer Offering; provided that Developer shall not be required to obtain approval under Section 2(b)(i) for unmodified Developer Offerings that were temporarily paused.
Except as expressly permitted under this Agreement, Developer shall not itself, nor shall it permit any other party (including Authorized Users) to: (i) reproduce, modify, translate, adapt or create derivative works based upon the Services; (ii) reverse engineer, decode, decompile, disassemble or otherwise attempt to access or derive the source code or architectural framework of any part of the Services; (iii) access the Services for purposes of benchmarking or developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services; (iv) take any action that imposes an unreasonable or disproportionately heavy load on the Services or related infrastructure or that negatively affects the ability of others to access or use the Services; (v) use spiders, crawlers, robots, scrapers or other similar means to access the Services, or otherwise substantially download, reproduce or archive any portion of the Services; (vi) rent, lease, lend, sell or sublicense the Services, or otherwise provide access to the Services to anyone who is not an Authorized User or as part of a service bureau or similar fee-for-service purpose; (vii) use the Services to transmit Malicious Code; (viii) use the Services as a substitute for any data license to which Developer is or reasonably should be a party; or (ix) access or use the Services in any manner that does not comply with all applicable laws and regulations.
Subject to Developer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement (including those in any applicable Additional Terms), ZeroGPU hereby grants Developer a perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free right to use the Analytics Reports and the Analytics Templates (solely to the extent incorporated into the Analytics Reports) solely for Developer’s internal business purposes.
Developer acknowledges and agrees that ZeroGPU reserves the right to enhance, update, improve, or modify the Services (or any portion, feature, or functionality thereof) from time to time in its sole discretion; provided, however, that such changes do not materially degrade the overall functionality of the Services as made available to Developer as of the Effective Date. ZeroGPU may also with thirty (30) days written notice to Developer discontinue or remove features that it reasonably determines to be obsolete, redundant, low-usage, or otherwise not aligned with its product roadmap or business priorities. ZeroGPU will use commercially reasonable efforts to provide thirty (30) days advance written notice to Developer of any material changes or discontinuations affecting Developer’s use of the Services.
Authorized Users may access and use the Services on Developer’s behalf contingent upon such Authorized User’s compliance with the terms and conditions of this Agreement, provided that: (i) Developer is responsible for ensuring that all Authorized Users agree in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to Developer; (ii) such use is only in connection with Developer’s internal business purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder (including an increase in the number of Authorized Users); and (iv) Developer remains fully responsible and liable for any and all acts or omissions by such Authorized Users related to this Agreement.
ZeroGPU may make Third Party Offerings available to Developer for use in connection with the Services. Developer acknowledges and agrees that any use by Developer or any Authorized User of any Third Party Offerings may be subject to a separate agreement with such third party provider, which will govern Developer’s and each Authorized User’s use of such Third Party Offerings. ZeroGPU makes no warranties of any kind and assumes no liability whatsoever for Developer’s or any Authorized User’s use of (or inability to use) Third Party Offerings, which are made available by ZeroGPU “AS IS,” “AS AVAILABLE” and “WITH ALL FAULTS.”
Developer acknowledges and agrees that the Services may include features that allow ZeroGPU to monitor use of the Services to confirm that such use complies with this Agreement. If ZeroGPU determines, in its sole discretion, that Developer’s use of the Services imposes an unreasonable or disproportionately high load or burden on the Services or ZeroGPU’s infrastructure, systems or resources, ZeroGPU may take reasonable actions to protect the integrity and performance of the Services or its infrastructure, systems or resources, including temporarily limiting, suspending or throttling Developer’s access to the Services or certain features thereof. ZeroGPU will make a reasonable effort to notify Developer (email being sufficient) prior to taking such actions, and the Parties will work in good faith to resolve the underlying issue.
Developer and Authorized Users shall be solely responsible for: (i) the design, development, operation, maintenance, security, performance, content, and legality of the Developer Offering and all Developer-controlled integrations, user experiences, code, prompts, disclosures, and flows; and (ii) obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to access the Services, including computers, operating systems, web browsers and storage devices.
All information, data, and other materials accessible through the Services (“Data”) are the sole responsibility of the party from whom such materials originated. Developer acknowledges and agrees that: (i) the Services may provide access to or rely on Data from third parties (including without limitation, via Third Party Offerings), and such third parties, and not ZeroGPU, are entirely responsible for such Data; (ii) Developer and Authorized Users, and not ZeroGPU, are entirely responsible for the accuracy, quality and legality of all Data (if any) that Developer and Authorized Users submit, upload, email, transmit or otherwise make available through the Services or to ZeroGPU (“Developer Data”); and (iii) Developer and Authorized Users are solely responsible for giving all required notices and obtaining all necessary consents (including all required permissions from Intellectual Property holders) before submitting Developer Data (if any) through or to the Services or ZeroGPU. Developer shall not submit, upload, email, transmit, or otherwise make available any Sensitive Data through or to the Services, ZeroGPU, or any Integration. “Sensitive Data” means any data that is subject to heightened legal, regulatory, or contractual restrictions, including without limitation: (a) sensitive or special-category personal data; (b) government-issued identification numbers; (c) financial information, including bank account numbers, payment card data, financial account credentials, or transaction data; (d) health, medical, or protected health information (including PHI or HPI); (e) biometric identifiers; (f) precise geolocation data; or (g) any other data classified as “sensitive” or similarly restricted under Applicable Laws. Developer hereby represents, warrants, and covenants that: (1) Developer has and will maintain all necessary rights, licenses, consents, and authorizations to submit, upload, email, transmit, or otherwise make available all Developer Data for ZeroGPU to exercise its rights and fulfill its obligations under this Agreement, including to process such Developer Data in accordance with this Agreement; and (2) Developer’s submission of Developer Data through or to the Services or ZeroGPU, whether directly or indirectly, will not violate this Agreement, any Policies, any application platform regulations, or any Applicable Laws.
Developer shall be solely responsible for protecting the confidentiality of Credentials and all activities undertaken using Developer Facilities. In the event that Developer becomes aware of any unauthorized access to or use of the Services through use of Developer Facilities, Developer shall promptly give written notice to ZeroGPU of such breach and make reasonable efforts to eliminate it. Developer shall at all times implement appropriate security policies and procedures and access control methodologies to safeguard access to and use of the Services through Developer Facilities. All such measures shall comply with prevailing industry standards but in no case consist of less than reasonable care.
In addition to the terms and conditions of this Agreement, access to and use of the Services shall comply with and be subject to any terms of service, acceptable use policy, privacy policy, end user license agreement and other guidelines instituted by ZeroGPU or its licensors or service providers (collectively, “Policies”).
Developer acknowledges and agrees that:
(i) Developer is solely responsible for the Developer Offering and its app(s), product(s), user experience, integrations, business practices, and End User relationships, including obtaining all notices, consents, permissions, and authorizations necessary for Developer’s collection, access, orchestration, and use of End User Device Resources and for Developer’s disclosure of any related information to ZeroGPU.
(ii) Except as expressly stated in a written amendment signed by both Parties, ZeroGPU does not have, and shall not be deemed to have, any direct contractual, fiduciary, or consumer relationship with any End User whose End User Device Resources are made available by Developer.
Developer shall provide Compute Resources to ZeroGPU in the amounts, geographies, device classes, and performance bands set forth in any Additional Terms. In consideration for such Compute Resources, ZeroGPU shall pay Developer the Revenue Share Amounts as set forth in Section 5. Developer shall ensure that Compute Resources provided to ZeroGPU are lawfully obtained, technically functional, and free from known fraud, bot activity, spoofing, malware, hidden virtualization, manipulated telemetry, or other integrity defects. Upon acceptance by ZeroGPU of any Compute Resources, ZeroGPU shall have the exclusive right to direct and control the allocation and use of such accepted Compute Resources for the duration of such use. Developer shall have no right to redirect, repurpose, or reclaim accepted Compute Resources during any active processing session without ZeroGPU’s prior written consent.
Developer shall, at its own cost unless otherwise stated in applicable Additional Terms:
Notwithstanding the foregoing, for Developer Offerings deployed on the Android platform, Compute Resource processing may continue to run as a background task after an End User navigates away from the Developer Offering's foreground interface, provided that: (A) such background processing is permitted under the applicable Android platform policies and Applicable Law; (B) the End User has provided valid and informed consent to such background processing; and (C) such background processing shall automatically cease and terminate upon the End User explicitly closing or force-stopping the Developer Offering application. Developer shall implement the necessary controls to ensure compliance with this Android-specific provision and shall not rely on any Android background task exception to circumvent any End User opt-out or withdrawal of consent.
ZeroGPU may measure, test, validate, benchmark, and audit Compute Resources for conformity with this Agreement and the applicable Additional Terms. ZeroGPU may reject, suspend acceptance of, or exclude from Revenue Share calculations any nonconforming, fraud-tainted, unlawfully sourced, or materially impaired Compute Resources. Any Compute Resources so rejected or excluded shall not be included in the Total Tokens Processed for purposes of calculating Revenue Share Amounts under Section 5.
Developer shall not source Compute Resources from any End User who is under the minimum age permitted by Applicable Law, prohibited under Applicable Law or application platform requirements from providing consent, or participating through devices or contexts involving children, student records, health-regulated data, financial account-regulated data, workplace-monitoring restrictions, or other sensitive categories, except to the extent expressly approved in writing by ZeroGPU and lawfully enabled by Developer.
Developer represents, warrants, and covenants to ZeroGPU that:
Without limiting any of Developer’s obligations or responsibilities hereunder, including under Sections 3(e) and 4, Developer shall configure each Developer Offering so that the collection or use of Compute Resources and access to End User Device Resources is disabled by default (i.e., End Users are opted out) and shall not collect Compute Resources from any End User or otherwise use any Integration to access End User Device Resources unless and until such End User has affirmatively opted in and, without:
obtaining and keeping record of affirmative, opt-in consent from End Users for such collection or use through End Users actively and separately agreeing to the following disclosures (or a substantively similar disclosures approved in writing by ZeroGPU), as applicable, with the appropriate placeholders replaced:
“I understand that while I’m using [[this app]], [[Developer]] can use some of my device’s free or spare resources, such as unused computing power (CPU and GPU), network bandwidth, and similar capacity. I agree to let [[Developer]] do this, and I agree that [[Developer]] can sell or otherwise make money from these spare resources by sharing them with a third party. I confirm that I am at least 13 years old and that I am allowed to let [[Developer]] use my device in this way. I can change my mind and turn this off at any time. [[Developer]] promises that using my spare resources will not noticeably slow down or harm my device. [[Developer]] also promises not to share my personal information along with my spare resources without telling me first.”
“I also agree that [[Developer]] can use my device’s spare resources in the background, even when I’m not actively using [[this app]]. I can turn this off at any time, and I can block background use through my device’s settings. [[Developer]] promises that using my spare resources in the background will not noticeably slow down or harm my device.”
at ZeroGPU’s request, facilitating or otherwise assisting ZeroGPU with directly obtaining the same or similar consents directly from End Users and linking End Users to or otherwise providing End Users with any end user license agreement or other policy provided by ZeroGPU.
(i) Revenue Share Calculation. In consideration for Developer providing Compute Resources to ZeroGPU pursuant to this Agreement, ZeroGPU shall pay Developer a quarterly revenue share (the “Revenue Share”) calculated based on the total usage of Compute Resources from authorized Developer Offerings during each calendar quarter (each, a “Revenue Share Period”). The Revenue Share shall be calculated by multiplying (A) the total number of Tokens processed through Developer’s use of the Services in accordance with this Agreement during the Revenue Share Period, divided by one million, by (B) the Price Per Million Tokens as set forth in the applicable Additional Terms or as otherwise agreed in writing by the parties. Tokens processed from unapproved Developer Offerings or Tokens that are otherwise rejected or excluded shall not be included in the Revenue Share calculation. The Revenue Share Amount for each quarter shall be calculated as follows:
“Revenue Share Amount” = (Total Tokens Consumed in Revenue Share Period ÷ 1,000,000) × Price Per Million Tokens × Revenue Share Percentage where “Revenue Share Percentage” means the percentage specified in the applicable Additional Terms, or if not specified, [__]% of the gross revenue generated by ZeroGPU from the use of applicable Compute Resources.
(ii) Calculation and Reporting. Within [fifteen (15) business days] following the end of each Revenue Share Period, ZeroGPU shall provide Developer with a detailed statement showing: (i) the total number of Tokens consumed during such Revenue Share Period; (ii) the applicable Price Per Million Tokens; (iii) the Revenue Share Percentage applied; and (iv) the resulting Revenue Share Amount due to Developer for such Revenue Share Period.
(iii) Price Adjustments. ZeroGPU may adjust the Price Per Million Tokens from time to time in its sole discretion based on market conditions and its commercial pricing strategy; provided, however, that ZeroGPU shall provide Developer with at least thirty (30) days prior written notice of any such adjustment. Any adjustment to the Price Per Million Tokens shall automatically adjust the Revenue Share Amount calculation for subsequent Revenue Share Periods.
(iv) Payment Terms. ZeroGPU shall pay each Revenue Share Amount to Developer within sixty (60) days following the end of the applicable Revenue Share Period, via wire transfer to the bank account designated by Developer in writing, via ZeroGPU’s third party payment processor, or by such other method as the parties may mutually agree. All Revenue Share payments shall be made in U.S. dollars.
(v) No Minimum Purchase Unless Stated. ZeroGPU shall have no minimum purchase obligation unless expressly stated in applicable Additional Terms.
(vi) Forecasts. Any forecasts, projections, or anticipated volumes provided by ZeroGPU are non-binding unless expressly stated otherwise in applicable Additional Terms.
Any and all amounts payable hereunder by ZeroGPU are exclusive of any value added, sales, use, excise or other similar taxes (collectively, “Taxes”). Developer shall be solely responsible for paying all applicable Taxes. If ZeroGPU has the legal obligation to collect any Taxes, Developer shall reimburse ZeroGPU upon invoice by ZeroGPU. If ZeroGPU is required by law to withhold any taxes from its payments to Developer, ZeroGPU shall provide Developer with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.
The Services provided to Developer hereunder or products and services available to Developer through the Services, are licensed, not sold. Developer acknowledges and agrees that, as between ZeroGPU and Developer, ZeroGPU owns all right, title and interest (including all Intellectual Property rights) in and to the Services and Aggregated Data. ZeroGPU retains and reserves all rights not expressly granted in this Agreement. The foregoing shall include all rights of patent, copyright, trade secret and other proprietary rights in all technology, know-how, software, processes, efforts and methods, forms, procedures, data formats, data gathering and retrieval systems and methods, program names, designs and manuals, templates, forms and other proprietary or copyrighted material supplied by ZeroGPU or prepared by or for ZeroGPU prior to or independently of this Agreement.
ZeroGPU acknowledges and agrees that, as between Developer and ZeroGPU, Developer owns all right, title, and interest (including all Intellectual Property rights) in and to Developer Data, Developer Offerings, and any results therefrom, except for Analytics Templates, Analytics Reports, and Aggregated Data. Developer grants ZeroGPU and its service providers a perpetual, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, and have made all Developer Data and Developer Marks (in any form and any medium, whether now known or later developed) to the extent necessary for ZeroGPU to exercise its rights granted and fulfill its obligations set forth herein. Developer acknowledges and agrees that the technical processing and transmission of Data associated with the Services, may require: (i) transmissions over various networks and across borders; and (ii) modifications to conform, connect, and adapt to technical requirements of networks or devices.
In connection with Developer’s use of the Services, Developer may generate Analytics Reports as provided by the Services. Except as specifically set forth in this Agreement, ZeroGPU owns all right, title and interest (including all Intellectual Property) in and to the Analytics Templates and the Analytics Reports. Without limiting the foregoing, ZeroGPU will retain exclusive ownership of (i) all ZeroGPU know-how, concepts, techniques, methodologies, ideas, templates, software, interfaces, utilities and tools, (ii) all proprietary organization and structures for categorizing, sorting and displaying materials, information and other data (including Developer Data) on the Services (including with respect to Analytics Templates and Analytics Reports), (iii) all updates, modifications, improvements, enhancements and derivative works of the Analytics Templates and the Analytics Reports conceived, discovered, developed or reduced to practice, solely or in collaboration with others, during the course of providing the Services hereunder, and (iv) in each case, all related Intellectual Property rights. Notwithstanding the foregoing, Developer shall remain the sole and exclusive owner of all right, title and interest (including all Intellectual Property rights) in and to the Developer Data.
If Developer or Authorized Users elect to provide or make available to ZeroGPU any suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback (whether in oral, electronic or written form) related to the Services (“Feedback”), Developer hereby assigns all rights, title and interests in Feedback to ZeroGPU, and agrees that ZeroGPU is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit to Developer, subject to any Revenue Share payments due to Developer under Section 5. Developer warrants that the Feedback does not infringe any copyright or trade secret of any third party, and that Developer has no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by Developer). Developer further warrants that its Feedback is not subject to any license terms that would purport to require ZeroGPU to comply with any additional obligations with respect to any Services that incorporates Developer’s Feedback.
Developer shall not remove, obscure or modify in any way any copyright or trademark notices or other notices or disclaimers that appear within the Services.
Each of the parties reserves all rights not expressly granted under this Agreement.
This Agreement commences on the Effective Date and continues in full force and effect until terminated in accordance with this Section 7.
ZeroGPU reserves the right to suspend Developer or any Authorized User’s access to the Services in the event of an Emergency Security Issue. ZeroGPU will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. ZeroGPU further reserves the right to suspend or revoke access to the Services by any Authorized User who violates any Policy.
(i) Termination by Either Party. Notwithstanding anything to the contrary, either party may terminate this Agreement: (i) for convenience upon ninety (90) days’ written notice to the other party; (ii) upon written notice to the other party of a material breach of this Agreement by the other party, which breach the other party does not cure within thirty (30) days after receipt of written notice of the breach; or (iii) immediately upon written notice if the other party becomes insolvent or bankrupt; becomes the subject of any proceedings under bankruptcy, insolvency or debtor’s relief law; has a receiver or manager appointed; makes an assignment for the benefit of creditors; or takes the benefit of any applicable law or statute in force for the winding up or liquidation of such party’s business. Notwithstanding the termination of this Agreement for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of termination.
Upon any expiration or termination of this Agreement for any reason: (i) all rights granted by the parties under this Agreement shall immediately terminate; (ii) Developer shall immediately cease all use of all Services; and (iii) each party shall immediately cease all use of the other party’s Confidential Information (as defined in Section 10(a)) and return or destroy all copies of such Confidential Information that are within its custody or control.
Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination, including Sections: 2(c) (Restrictions); 5 (Payment and Taxes); 6 (Intellectual Property); 7(c) (Termination); 8 (Representations and Warranties); 9 (Indemnification); 10 (Confidential Information); 11 (Disclaimers); 12 (Limitation of Liability); 13(b) (Beta Product Liability Waiver); 14 (Dispute Resolution and Class Action Waiver); and 15 (Miscellaneous).
ZeroGPU and Developer each represents and warrants to the other that: (a) it has the necessary power and authority to enter into this Agreement; (b) the execution and performance of this Agreement have been authorized by all necessary corporate or institutional action; (c) entry into and performance of this Agreement will not conflict with any provision of law or the certificate of incorporation, bylaws or comparable organizational documents of such party; (d) no action by any governmental organization is necessary to make this Agreement valid and binding upon such party; and (e) it possesses all governmental licenses and approvals necessary to perform its obligations under this Agreement.
Developer further represents, warrants, and covenants that it:
ZeroGPU agrees to indemnify, defend and hold Developer harmless against any loss, damage, cost, liability and expense (including reasonable attorneys’ fees) incurred or finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of a third party (collectively, “Claim”) asserting that the Services, when used by Developer or Authorized Users in accordance with this Agreement, infringe the Intellectual Property rights of such third party; provided, however, that ZeroGPU shall have no obligation to indemnify Developer from any Claim to the extent it arises from: (i) use of the Services by or on behalf of Developer in any manner that does not comply with the terms and conditions of this Agreement or Applicable Laws; (ii) use of the Services by or on behalf of Developer in combination with any hardware or software not provided or approved by ZeroGPU; (iii) modifications to the Services made by or on behalf of Developer that are not authorized by ZeroGPU; or (iv) any Developer Data (Sections 9(a)(i) through 9(a)(iv), collectively, “Developer Acts”). In the event that any part of the Services becomes the subject of a Claim or ZeroGPU reasonably determines that any part of the Services is likely to become the subject of a Claim, ZeroGPU may, at its sole discretion: (1) procure for Developer a license as necessary for Developer to exercise the rights granted by ZeroGPU under this Agreement; (2) modify or replace the infringing portion of the Services to avoid infringement; or (3) terminate the applicable Services and pay any accrued but unpaid Revenue Share Amounts owed to Developer as of the effective date of such termination.
Developer agrees that ZeroGPU shall have no liability for, and Developer shall indemnify, defend and hold ZeroGPU harmless against, any Claim to the extent arising from: (i) Developer Acts or Developer’s breach of its representations and warranties; (ii) any violation of Applicable Laws or regulations, including application platform regulations, by Developer or Authorized Users; (iii) any breach by Developer or Authorized Users of any agreement governing use of Third Party Offerings; (iv) the Developer Offering or any Developer product made available to End Users, and any other representations, descriptions, or warranties made by or on behalf of Developer to End Users; (v) any use by Developer or Authorized Users of Analytics Reports or Developer Data except as expressly permitted by this Agreement; (vi) any claim by a third party provider that Developer or an Authorized User has used the Services as a substitute for a data license with such provider; (vii) Developer’s or Authorized Users’ use of the Services, except as expressly permitted in this Agreement; (viii) any negligent acts, omissions, or willful misconduct by Developer or Authorized Users in connection with this Agreement or the Services; or (ix) any breach by Developer of its obligations under Section 4(g), including any failure to configure a Developer Offering to be opted out by default or to obtain, record, and honor the required End User consents.
The indemnified party shall: (i) give the indemnifying party prompt written notice of any Claim; provided, however, that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify pursuant to this Section 9, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party’s expense, in the defense or settlement of any Claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any Claim; provided, however, that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.
“Confidential Information” means information identified in good faith by either party as being confidential or proprietary, or information that, given its nature or the circumstances of its disclosure, should reasonably be understood to be confidential or proprietary. Confidential Information shall include the terms and conditions of this Agreement; the source code and architectural framework of the Services (including Analytics Templates); Aggregated Data, Integration specifications; information relating to future releases of the Services; and pricing information and business plans provided by either party.
Each party may use the Confidential Information provided by the other party only as necessary to exercise its rights and discharge its obligations under this Agreement and for no other purpose without the prior written consent of the disclosing party. Neither party may disclose to a third party Confidential Information of the other party. The receiving party shall protect Confidential Information of the disclosing party using the same degree of care it uses to protect the confidentiality of its own Confidential Information of like nature, but no less than reasonable care. The foregoing obligations in this Section 10(b) shall not apply to any Confidential Information that: (i) is known or becomes known to the public in general, other than as a result of a breach of this Agreement by the receiving party; (ii) was known by or in the lawful possession of the receiving party prior to receipt from the disclosing party; (iii) is or has been independently developed by the receiving party without use of or reference to Confidential Information of the disclosing party; (iv) is or has been made known or disclosed to the receiving party by a third party without a breach of any obligation of confidentiality to the disclosing party; or (v) is required to be disclosed by law; provided, however, that the receiving party shall take reasonable actions to minimize such disclosure and promptly notify the disclosing party, to the extent permitted by law, so that the disclosing party may take lawful actions to avoid or minimize such disclosure. Notwithstanding anything to the contrary, ZeroGPU shall be permitted to identify Developer as a ZeroGPU customer.
Developer hereby agrees that ZeroGPU may use Developer’s logo, name, tradename and other indicia for purposes including Developer in lists of ZeroGPU’s current and former customers and otherwise in promotional and/or marketing material, including on ZeroGPU’s website.
ALL PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS.” ZEROGPU, TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS (EXCEPT AS SET FORTH IN SECTION 8), EXPRESS OR IMPLIED, INCLUDING: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE; AND (B) ANY WARRANTY WITH RESPECT TO THE QUALITY, ACCURACY, CURRENCY OR COMPLETENESS OF THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, OR THAT USE OF SUCH PRODUCTS AND SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM OTHER FAILURES OR WILL MEET DEVELOPER OR AUTHORIZED USERS’ REQUIREMENTS.
OTHER THAN WITH RESPECT TO A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF USE RESTRICTIONS UNDER SECTION 2(c), INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, OR BREACH OF CONFIDENTIALITY OBLIGATIONS UNDER SECTION 10: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COST OF COVER, OR INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS OCCASIONED BY OR RESULTING FROM ANY USE OF OR INABILITY TO USE THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, SUCH AS ANY MALFUNCTION, DEFECT OR FAILURE OF THE SERVICES OR ITS DELIVERY VIA THE INTERNET, EVEN IF SUCH PARTY HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE; AND (B) IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE REVENUE SHARE AMOUNT PAID BY ZEROGPU TO DEVELOPER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENTS GIVING RISE TO LIABILITY AROSE.
ALL ZEROGPU PRODUCTS AND SERVICES LABELED ALPHA, BETA, PRE-RELEASE, TRIAL, PREVIEW OR SIMILARLY (“Beta Product”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND DEVELOPER’S USE OF SUCH BETA PRODUCT IS AT ITS SOLE RISK AND ZEROGPU DISCLAIMS ANY WARRANTY OR LIABILITY OBLIGATIONS OF ANY KIND. ZeroGPU has no obligations in connection with or in the course of providing the Beta Product. Any expectations and estimates regarding Beta Product are based on factors currently known and actual events or results could differ materially. ZeroGPU does not assume any obligation to update any Beta Product. In addition, any information about ZeroGPU’s roadmap outlines ZeroGPU’s general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. ZeroGPU undertakes no obligation either to develop the features or functionality provided in the Beta Product, or to include any such feature or functionality in a future release of the Services. Developer expressly acknowledges that the Beta Product has not been fully tested and may contain defects or deficiencies which may not be corrected by ZeroGPU. The Beta Product may undergo significant changes prior to release of the corresponding generally available final version.
NOTWITHSTANDING SECTION 12 WHERE LEGAL LIABILITY CANNOT BE EXCLUDED BUT MAY BE LIMITED, ZEROGPU’S LIABILITY AND THAT OF ITS DEVELOPERS AND AUTHORIZED PARTNERS SHALL BE LIMITED TO THE SUM OF ONE HUNDRED DOLLARS ($100) FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THE BETA PRODUCT.
EXCEPT FOR CLAIMS SEEKING INJUNCTIVE OR EQUITABLE RELIEF TO PROTECT INTELLECTUAL PROPERTY RIGHTS AS PROVIDED IN SECTION 14(e), ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT.
The parties agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, or equitable relief for Intellectual Property infringement. If such good-faith efforts fail, Developer must initiate this dispute resolution process by sending a letter describing the nature of the claim and desired resolution to 4229 N. FM620, Suite 333, Austin, TX 78734. Both parties agree to meet and confer personally, by telephone, or by videoconference (“Conference”) to discuss the dispute and attempt in good faith to reach a mutually beneficial outcome that avoids the expenses of arbitration or, where applicable, litigation. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process and Conference required by this paragraph. If the parties do not reach agreement to resolve the dispute within thirty (30) days after initiation of this dispute resolution process, either party may commence arbitration or file a claim for injunctive or equitable relief in a court of proper jurisdiction for matters relating to Intellectual Property infringement.
The arbitration shall be conducted by the American Arbitration Association (“AAA”) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Travis County, Texas or at another location mutually agreed upon by the parties in writing, or if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
EACH PARTY AGREES THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN TRAVIS COUNTY, TEXAS. EACH PARTY HEREBY SUBMITS TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVES ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
Notwithstanding anything to the contrary, either party may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Intellectual Property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.
The relationship between ZeroGPU and Developer established by this Agreement is solely that of independent contractors. Neither party is in any way the partner or agent of the other, nor is either party authorized or empowered to create or assume any obligation of any kind, implied or expressed, on behalf of the other party, without the express prior written consent of such other party.
All notices, demands and other communications (“Notices”) to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and sent to the parties according to the contact information provided below, or such other contact information as either party shall notify the other in accordance with this Section 15(b):
To ZeroGPU
[contact name]
4229 N. FM620, Suite 333
Austin, TX 78734
To Developer
As set forth in the applicable Additional Terms
Developer may not assign this Agreement, or sublicense, assign or delegate any right or obligation hereunder, by operation of law or otherwise without the prior written consent of ZeroGPU. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
For the purposes of this Agreement: (i) the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation;” (ii) the word “or” is not exclusive; and (iii) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes all previous or contemporaneous oral or written negotiations or agreements with respect to such subject matter.
ZeroGPU may modify this Agreement from time to time by posting a revised version through the Services or otherwise making it available to Developer and will use commercially reasonable efforts to provide notice (which may be by email or in-Service notice) of any material changes. Unless otherwise stated, revised terms become effective upon posting or on the date specified in the notice, and Developer’s continued access to or use of the Services after the effective date of the revised terms constitutes Developer’s acceptance of them; if Developer does not agree to the revised terms, Developer must stop accessing and using the Services. Except as set forth in the preceding sentences, this Agreement may not be amended except in a writing executed by an authorized representative of each party.
If any provision of this Agreement shall be held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of this Agreement.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement.
The failure of either party to require strict performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Any waiver of the provisions of this Agreement, or of any breach or default hereunder, must be set forth in a written instrument signed by the party against which such waiver is to be enforced.
Neither party shall be liable for any failure to perform under this Agreement to the extent due to any act of God, fire, casualty, flood, war, strike, lock out, failure of public utilities, injunction or any act, exercise, assertion or requirement of any governmental authority, epidemic, destruction of production facilities, insurrection or any other cause beyond the reasonable control of the party invoking this provision.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Developer may accept this Agreement electronically, including by clicking “I agree” (or a similar button or checkbox), creating an account, submitting a Developer Offering for approval, or otherwise accessing or using the Services, and any such electronic acceptance has the same legal effect as a handwritten signature. Electronic signatures, records, and acceptances shall be deemed valid and enforceable, and the parties waive any objection to enforceability on the basis that this Agreement was accepted electronically.