---
title: "Seller Terms of Service | ZeroClick"
url: https://zeroclick.ai/legal/terms-of-service
fetched_at: 2026-10-01T20:03:56.556Z
---

# ZeroClick API catalog and pricing

## API reference, endpoint lookup and prices

**[ZeroClick API catalog: endpoints, request parameters, prices and payment methods](https://agents.zeroclick.ai/zcj/sbn74q4kv08f/zeroclick/agent/guide).** Tell the seller advisor what you want to accomplish. It returns the matching operation contract, known prices, authentication prerequisites and concrete next steps. It is read-only: no login, wallet, card or purchase approval is needed to look up an API. It never executes a sale.

Available API services: Agent readiness report, Demo booking.

**Suggested next request:** GET [task guide](https://agents.zeroclick.ai/zcj/sbn74q4kv08f/zeroclick/agent/guide?goal=URL_ENCODED_TASK). Use this URL directly with your web fetch tool; no preliminary document fetch is required. Include known inputs and desired output in the goal. Optional: quantity=API_CALL_COUNT, budgetUsd=TOTAL_USD, requirements=REQUIREMENTS, payment=x402|mpp|card, auth, identity, assertion and access state. Omit unknowns. Do not equate output items with API calls or guess a call count.

For private task details or known request arguments, POST https://agents.zeroclick.ai/zcj/sbn74q4kv08f/zeroclick/agent/guide with Content-Type: application/json. Example: {"intent":"quote","goal":"YOUR_TASK","purchase":{"budgetUsd":"5.00"}}. Replace the task and budget with known facts; budgetUsd is a string. Include known buyerState, paymentCapabilities and arguments. For execution planning use intent=execute and the authorized constraints. Exact fields: [request schema](https://agents.zeroclick.ai/zcj/sbn74q4kv08f/zeroclick/agent/schema). GET and POST are alternatives, not mandatory stages.

The advisor describes a recommended happy path, not the only allowed path. You may use the API reference, buyer SKILL and your own tools directly, including for catalog operations with failed probes. Missing guidance or an unverified probe is not a policy refusal. Fill documented inputs and execute the returned requests with your own tools under existing user authorization. Check usage cost AND minimum cash required against the budget. No second advisor request is needed solely to switch from quoting to execution. For needs_input, supply only missing facts. Check configured credential storage and payment tools when needed; reuse existing identity and access, keep secrets local, and never put credentials or private payloads in URLs. Unknown does not mean absent.

Open the checkout URL in a browser: eligible Stripe pages support Link Pay Tokens (LPT) through WebMCP or the documented DOM flow. Follow this storefront's /payment/card.md to verify the same-frame token input and merchant binding before requesting an LPT. Token submission requires payment authorization. If unavailable, privately send the checkout URL to your human to pay.

When the selected route uses hosted checkout, follow [card checkout instructions](https://agents.zeroclick.ai/zcj/sbn74q4kv08f/payment/card.md) before requesting a token. LPT goes only to Stripe, never to the advisor or ZeroClick API. Poll the returned statusUrl before using credit or retrying delivery.

Verify delivery; a payment or HTTP 202 is not completion. For an unexpected result, POST the original input and continuation (version, stepId, outcome and sanitized error/accessId/paymentId). Reconcile uncertain payments or writes before retrying. Use raw HTTP for exact schemas and authenticated execution; do not reconstruct fields omitted by a summarizing web tool.

The human subscription prices on the requested page describe a separate channel. Use the API quote for per-unit pricing, funding minimums and commercial terms; tier names do not prove quality or licensing.

For an alternative documented path, use the [buyer SKILL](https://agents.zeroclick.ai/zcj/sbn74q4kv08f/SKILL.md) or [full direct workflow reference](https://agents.zeroclick.ai/zcj/sbn74q4kv08f/llms-full.txt). Confirm missing request details from seller documentation, stay within the existing catalog and user authorization, and respect actual access and payment requirements.
Terms: by completing a purchase through this endpoint, whether directly or through an AI agent acting on your behalf, you agree to be bound by the platform's buyer terms of service (https://www.zeroclick.ai/legal/buyer-terms-of-service). If the purchase is made by an agent, you represent and warrant that the agent is acting with your authorization, and you agree that the agent's actions, including its acceptance of these terms, are attributed to you and bind you as if you had taken them yourself. Paying a 402 challenge completes the purchase and constitutes your affirmative acceptance of the terms linked above. The link travels in every payment challenge and receipt as `terms`.

# ZeroClick Seller Terms of Service

Last Updated: August 31, 2026

Previous version: [July 1, 2026](https://zeroclick.ai/legal/terms-of-service/2026-07-01)

## 1. Introduction

These ZeroClick Seller Terms of Service (this "Agreement") set out the general terms and conditions under which ZeroClick agrees to provide, and Seller agrees to receive and use, the Services specified in one or more Order Form(s). By signing an Order Form, or by accessing or using the Services, Seller acknowledges that it has read, understands, and agrees to be bound by this Agreement and the applicable Order Form(s), and that it has received and read [ZeroClick's Privacy Policy](https://zeroclick.ai/legal/privacy-policy). Capitalized terms not defined in an Order Form have the meanings given in this Agreement.

## 2. Services; License; Seller Responsibilities

### 2.1 The Services

The Services include an agent payment gateway and platform that enables Seller to make its products, application programming interfaces, and other offerings ("Offerings") discoverable by, and purchasable by, automated software agents and other similar buyers ("Agents") through x402, MPP, and other agent-commerce protocols as may be supported by ZeroClick from time to time (the "ZeroClick Payment Gateway"). The Services may operate as an access and payment layer in front of Seller's Offerings. The Services may include controls for pricing, discovery, identity, analytics, usage metering, and related capabilities, together with associated software, Distributed Code, websites, documentation, and other properties. ZeroClick retains sole discretion over the design, operation, and technical mechanics of the Services and may add support for additional protocols at any time. ZeroClick does not sell, take title to, or fulfill Seller's Offerings, and is not a party to any transaction between Seller and any Agent or buyer.

### 2.2 License to Access and Use the Services

Subject to Seller's compliance with this Agreement and payment of all applicable Fees, ZeroClick grants Seller a limited, non-exclusive, non-transferable (except as permitted under Section 12.6), non-sublicensable, revocable right during the Term to access and use the Services solely for Seller's internal business purposes in connection with selling its Offerings to Agents through the Services. No rights are granted other than as expressly set forth herein. Seller shall not (and shall not permit any third party to): (i) copy, modify, adapt, translate, or create derivative works of the Services; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying structure of the Services, except to the extent expressly permitted by applicable law; (iii) sublicense, sell, lease, rent, distribute, or otherwise make the Services available to any third party; (iv) offer through the Services any third-party product, API, or service that Seller is not authorized to resell or sublicense; (v) use the Services for the benefit of any third party other than Seller and its Affiliates as permitted under this Agreement; (vi) use the Services, or any output derived from the Services, to develop or train any competing product or service or any machine learning or artificial intelligence system; (vii) use the Services for competitive or benchmarking purposes; or (viii) use the Services in any manner that violates applicable law or this Agreement.

### 2.3 Account Credentials and Security

Seller is responsible for maintaining the confidentiality and security of all usernames, passwords, API keys, access tokens, and other credentials used to access the Services ("Credentials"). Seller shall (i) restrict access to its authorized personnel who require it for purposes consistent with this Agreement; (ii) implement reasonable administrative, technical, and physical safeguards to protect Credentials; and (iii) promptly notify ZeroClick at [partners@zeroclick.ai](mailto:partners@zeroclick.ai) of any known or suspected unauthorized access to the Services or compromise of Credentials. Seller is responsible for all activities conducted through its accounts, whether or not authorized, except to the extent resulting from ZeroClick's breach of this Agreement.

### 2.4 Seller Responsibilities

In addition to its other obligations under this Agreement, Seller is responsible for: (i) implementing and maintaining the technical integration between its Offerings and the Services in accordance with the Documentation (as ZeroClick may update from time to time), including any then-current requirements for authenticating or verifying requests transmitted by or through the Services, performing pre-fulfillment authorization or allowance checks, provisioning purchasing Agents with access to the purchased Offering, and metering and reporting usage or consumption of the Offerings; (ii) accurately and promptly reporting all usage, consumption, and transactions in respect of the Offerings through the methods specified in the Documentation, and not circumventing, disabling, or interfering with ZeroClick's metering, billing, authorization, or request-verification mechanisms; (iii) maintaining a valid payment account and payment method (including any payment processor account, such as Stripe, that ZeroClick requires or makes available) so that funds from Agent purchases settle to Seller and so that Fees can be collected; (iv) ensuring that its Offerings, pricing, descriptions, and metadata are accurate, lawful, and not deceptive, and fulfilling all Offerings purchased by Agents through the Services; (v) maintaining the health of all APIs and related products upon which the Offerings are reliant, and notifying [partners@zeroclick.ai](mailto:partners@zeroclick.ai) if the health has changed to the extent that it may cause an Offering to fail; (vi) obtaining and maintaining any Equipment used to access the Services; (vii) providing all disclosures, notices, and consents required by applicable laws in connection with its Offerings, its own end users, and any personal information Seller receives from or discloses to ZeroClick, and, where Seller receives Buyer Personal Data, complying with the Buyer Data Sharing Schedule; (viii) complying with all applicable laws and regulations; and (ix) ensuring that Seller owns, or has obtained, all licenses, rights, consents, and authority necessary to offer, sell, fulfill, and (where applicable) sublicense each Offering, including any third-party product, API, data, or service incorporated into, wrapped by, or made available through an Offering, and Seller shall not offer through the Services any third-party product, API, or service that Seller is not authorized to resell or sublicense. The Services must not be used by, or integrated with offerings directed to, anyone under the age of eighteen (18) or the age of majority where they reside.

### 2.5 No Reliance

ZeroClick's routing, listing, acceptance, rejection, or processing of any Offering, metadata, or other input supplied by or on behalf of Seller does not constitute approval, validation, endorsement, or legal advice, and Seller may not rely on any such action by ZeroClick for purposes of compliance with applicable laws or third-party obligations.

### 2.6 Support, Maintenance, and Modifications

The Services may be temporarily unavailable for scheduled or emergency maintenance, or for causes beyond ZeroClick's reasonable control; ZeroClick shall use reasonable efforts to provide advance notice of scheduled disruptions. ZeroClick may modify the features and capabilities of the Services during the Term and shall provide reasonable notice of any deprecation it determines, in its sole discretion, to be material.

### 2.7 Integration; Changes to Integration

Seller shall implement and maintain the Integration in accordance with the then-current Documentation. ZeroClick may, from time to time, modify the protocols, interfaces, endpoints, headers, authentication or verification methods, metering and usage-reporting mechanisms, and other technical requirements for integrating with and using the Services. ZeroClick will use commercially reasonable efforts to provide advance notice of material changes, and Seller shall implement any required changes within the period reasonably specified by ZeroClick. Seller is responsible for monitoring the Documentation and conforming its Integration to the then-current requirements. ZeroClick shall have no liability for any failure, error, or interruption of an Offering resulting from Seller's failure to maintain a conforming Integration.

## 3. Fees and Payment

### 3.1 Fees

Seller shall pay ZeroClick the Implementation Fee and the Rev-Share set forth in the applicable Order Form (collectively, "Fees"). The Implementation Fee is due within thirty (30) days of the Order Form Effective Date unless otherwise agreed in writing. The Rev-Share equals the percentage stated in the Order Form of Transaction Revenue and is due only on Transaction Revenue. "Transaction Revenue" is determined from the settlement records of Seller's connected payment processor account, which are the source of truth for amounts payable under this Agreement, and is determined net of amounts refunded, charged back or reversed through that account. Where such an amount is not reflected in those settlement records for the period in which the Rev-Share on the underlying transaction was invoiced, ZeroClick will credit the corresponding Rev-Share against the next invoice. Transaction Revenue is not reduced by Taxes, payment processor fees, or protocol or network (gas) fees (which are typically covered by the buyer, if such fees exist), except that Taxes are excluded where Seller has enabled tax calculation in its connected payment processor account so that per-transaction tax amounts appear in the settlement records.

### 3.2 Billing, Collection and Reporting

Unless otherwise agreed to in writing or stated in an Order Form, the Rev-Share will be billed by ZeroClick monthly in arrears against an invoice, payable within thirty (30) days of the end of each calendar month, and may be collected by charging Seller's payment method on file. Once Seller's unbilled amounts first reach or exceed five hundred dollars ($500), Seller shall, on ZeroClick's request, provide and thereafter maintain a valid payment method on file with ZeroClick within ten (10) days of that request, and Seller authorizes ZeroClick to charge that payment method (a) when unbilled amounts reach or exceed five hundred dollars ($500), and (b) on the first day of each month for remaining unbilled amounts of at least one hundred dollars ($100). If a charge fails, ZeroClick may retry an alternate payment method. ZeroClick will provide Seller with dashboard access showing, for each transaction settled through the ZeroClick Payment Gateway, the Offering purchased, the payment method, the amount, the status and the time of the transaction. For transactions settled on-chain, the applicable protocol ledger is available to Seller as a further independent record. Each invoice will state the Transaction Revenue for the billing period, the Rev-Share percentage applied, and the Rev-Share amount charged. The dashboard, the invoice and, where applicable, that ledger constitute the statement of transactions for purposes of this Agreement, and ZeroClick is not required to provide a separate itemized statement.

### 3.3 Non-Refundable; Late Payment

Except as expressly set forth herein, as ZeroClick may determine in its sole discretion, or as required by applicable law, Fees are non-refundable. Overdue, undisputed amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law. ZeroClick may suspend the Services for non-payment of any amount due under this Agreement only where undisputed amounts of five hundred dollars ($500) or more are overdue, or Seller has failed to maintain a payment method on file as required by Section 3.2, and in either case Seller has not remedied the position within ten (10) days after written notice from ZeroClick.

### 3.4 Buyer Complaints; Goodwill Payments

Where ZeroClick receives one or more complaints or reports of poor performance from Agents or buyers in respect of an Offering, ZeroClick will notify Seller and give Seller a reasonable opportunity, and in any event not less than five (5) business days, to respond and to resolve the matter directly with the affected Agent or buyer. ZeroClick's notice will describe the complaints or reports it has received and identify the transactions concerned. ZeroClick will correspond with Seller, and meet with Seller on request, and will work with Seller in good faith to understand what occurred in respect of those transactions, before making any goodwill payment. If the matter is not resolved, and the Offering materially failed to perform as described in Seller's listing, pricing, metadata or documentation, ZeroClick may, in its discretion, make a goodwill payment to the affected Agent or buyer, and Seller shall reimburse ZeroClick for the amount of that payment as a loss incurred by ZeroClick as a result of Seller's failure to perform, provided that the aggregate amount reimbursed in respect of an Offering does not exceed the amounts Seller received on the affected transactions. Any payment made under this Section is funded by ZeroClick and is not a refund of Seller's Transaction Revenue. ZeroClick will bear the cost of a goodwill payment to the extent the failure was caused by ZeroClick's metering, gateway or other systems rather than by the Offering. No amount is reimbursable under this Section to the extent the affected Agent or buyer has already been made whole in respect of the same transaction by Seller or otherwise, including by way of chargeback, reversal or refund. Any amount reimbursable under this Section will be included on Seller's next invoice and is payable within thirty (30) days of that invoice, without interest, finance charge or other cost, and the interest provisions of Section 3.3 do not apply to it; if Seller disputes the amount, Section 3.6 applies. ZeroClick may set off any undisputed amount reimbursable under this Section against amounts otherwise payable by ZeroClick to Seller, and may suspend further goodwill payments in respect of Seller's Offerings while an undisputed amount under this Section remains unpaid; an undisputed amount that remains unpaid is an overdue amount for the purposes of the suspension right in Section 3.3. ZeroClick may withhold any goodwill payment pending completion of sanctions and other compliance screening of the intended recipient.

### 3.5 Taxes

Fees are exclusive of Taxes. Seller is responsible for all applicable Taxes, other than taxes based on ZeroClick's net income.

### 3.6 Billing Disputes

If Seller believes an amount is incorrect, Seller must notify ZeroClick within thirty (30) days after the relevant invoice or statement, specifying the basis of the dispute. ZeroClick shall make supporting data reasonably available. The Parties shall cooperate in good faith to resolve disputes; undisputed amounts remain payable.

### 3.7 Nature of Payments

Amounts paid by Agents for Seller's Offerings settle directly to Seller's connected payment processor account, and ZeroClick does not receive or hold those amounts. Seller is the merchant and seller of record for its Offerings. Settlement is handled through Seller's connected payment processor (e.g., Stripe) pursuant to that processor's terms, and ZeroClick is not responsible for that processor's acts or omissions. Nothing in the Services creates a trust, escrow, agency or fiduciary relationship between ZeroClick and Seller. Where an Offering is priced up to a maximum amount, the mechanism used to authorize and settle the actual amount is determined by the applicable payment protocol, and any operator key ZeroClick holds in connection with an on-chain escrow contract can settle only to the Seller address specified in that contract. Where a buyer pays for an Offering in advance of use, the full amount paid settles to Seller's connected payment processor account at the time of purchase, and any unused portion is dealt with as a Buyer Credit under Section 3.9. Where a deposit address or other payment credential is used for a payment in connection with the Services, it is issued by Seller's connected payment processor under Seller's connected account. ZeroClick determines which address or credential is presented for a given payment and may change it from time to time, unless Seller has specified an address in accordance with the Documentation, and ZeroClick will present only an address or credential associated with Seller's connected account. The periods within which a payment may be authorized, captured or settled are determined by the applicable payment protocol and payment processor, and ZeroClick's liability for any failure to capture or settle within such a period is subject to Section 10.2.

### 3.8 Verification of the Rev-Share

The dashboard, invoices and, where applicable, the protocol ledger described in Section 3.2 are intended to give Seller the information necessary to verify the Rev-Share. If Seller nonetheless has a reasonable basis to believe that the Rev-Share has been miscalculated, Seller may, on thirty (30) days' prior written notice setting out that basis, and not more than once in any twelve (12) month period, appoint an independent auditor bound by obligations of confidentiality no less protective than those in Section 4 to examine ZeroClick's records relating to the calculation of the Rev-Share payable by Seller. Any such audit is at Seller's cost, and ZeroClick will promptly correct any error identified; where an audit identifies an overcharge of more than five percent (5%) of the Rev-Share payable for the period audited, ZeroClick will reimburse Seller's reasonable costs of the audit. Where an audit identifies that Seller has been undercharged, the shortfall will be included on Seller's next invoice.

### 3.9 Buyer Credits

Where a buyer pays for an Offering in advance of use, the full amount paid settles to Seller's connected payment processor account at the time of purchase, and the unused portion is recorded in ZeroClick's systems as a credit that the buyer may apply only against future purchases of Seller's Offerings (a "Buyer Credit"). A Buyer Credit represents an amount the buyer has already paid to Seller. ZeroClick does not hold the funds represented by a Buyer Credit, and ZeroClick's records of Buyer Credits are records of amounts already settled to Seller. Seller shall honor Buyer Credits recorded by ZeroClick in respect of Seller's Offerings, and may rely on those records in provisioning its Offerings. As between the Parties, Seller is the obligor in respect of a Buyer Credit. ZeroClick imposes no expiry on a Buyer Credit and charges no dormancy, inactivity, maintenance or similar fee against it. Where Seller's own terms provide that an amount paid in advance expires, Seller shall state the expiry clearly in those terms and in the description of the relevant Offering, before the buyer purchases it, and shall notify ZeroClick of the applicable period so that ZeroClick's records reflect it. Any expiry of a Buyer Credit is a matter between Seller and the buyer, and Seller is responsible for its own compliance with applicable law in respect of it. Rev-Share is calculated on the amount that settles to Seller's connected payment processor account at the time of purchase and is not recalculated as a Buyer Credit is drawn down. Where any law relating to unclaimed or abandoned property applies to a Buyer Credit, Seller is responsible for complying with it, including any reporting obligation and any obligation to pay or deliver the amount concerned, and Seller shall bear the cost of doing so. ZeroClick will provide Seller with the records of Buyer Credits reasonably required for that purpose and will retain those records for as long as reasonably necessary for the Parties to meet those obligations. The Parties shall cooperate in good faith in respect of any Buyer Credit that appears to be abandoned. If ZeroClick reasonably determines that additional terms are necessary in respect of Buyer Credits in order to comply with applicable law, ZeroClick may on notice require Seller to enter into terms reasonably necessary for that purpose. On expiry or termination of this Agreement, ZeroClick will make available to Seller a record of Buyer Credits then outstanding in respect of Seller's Offerings, and Seller remains responsible to the relevant buyers in respect of those amounts.

## 4. Confidentiality

### 4.1 Protection of Confidential Information

The Receiving Party agrees (i) to protect Confidential Information using at least the same degree of care it uses for its own, but no less than a reasonable degree of care, and (ii) not to disclose it (except in performance of the Services or as permitted herein) to any third party without the Disclosing Party's prior written consent. The Receiving Party may disclose Confidential Information to its Representatives on a strict need-to-know basis, under confidentiality terms at least as protective as these.

### 4.2 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent legally required in connection with any legal or regulatory proceeding, provided that, when permitted by law, it gives the Disclosing Party advance notice.

### 4.3 Equitable Relief

The Receiving Party acknowledges that unauthorized disclosure would cause substantial harm for which damages alone would be insufficient, and that the Disclosing Party may seek equitable relief in addition to other remedies.

## 5. Data Protection, Ownership, and Usage

### 5.1 Data Protection

ZeroClick shall implement and maintain commercially reasonable technical, organizational, and physical measures designed to protect the confidentiality, integrity, and availability of Seller Data and Buyer Personal Data in ZeroClick's possession, custody, or control. Where ZeroClick processes personal information contained in Seller Data on Seller's behalf, that processing is governed by the Data Processing Addendum, which is incorporated into this Agreement by reference. Seller's receipt and use of Buyer Personal Data is governed by the Buyer Data Sharing Schedule and not by the Data Processing Addendum.

### 5.2 Seller Content Authorization and License

Seller authorizes ZeroClick to access and use the Offering information, metadata, endpoints, and related materials Seller provides or makes available (including by crawling Seller's designated websites and accounts where authorized) to create, list, operate, and display the corresponding x402/MPP services ("Seller Content"). Seller grants ZeroClick a non-exclusive, worldwide, royalty-free, transferable (to a permitted assignee) license to access, use, copy, reproduce, adapt, distribute, publish, transmit, export, and display Seller Content (i) to provide, develop, and improve the Services, (ii) to comply with applicable laws, (iii) to perform and enforce this Agreement, and (iv) as otherwise permitted by this Agreement or by Seller in writing.

### 5.3 Ownership; Reservation of Rights

As between the Parties, Seller owns all right, title, and interest in Seller Data and Seller Content (or has valid rights thereto), subject to the rights granted herein. ZeroClick owns all right, title, and interest in ZeroClick Technology and Usage Data. Use of the Services confers no ownership of ZeroClick Technology to Seller.

### 5.4 Usage Data

Seller grants ZeroClick the right to collect, aggregate, and analyze Usage Data, and ZeroClick may, during and after the Term, use Usage Data to operate, support, develop, and improve the Services and other ZeroClick offerings and for other lawful business purposes, including generating de-identified benchmarks and best-practice guidance.

### 5.5 Sensitive Personal Data

Unless specifically agreed in writing, Seller shall not use the Services to process, transmit, collect, or store, and shall not share with ZeroClick, any Sensitive Personal Data. For clarity, a blockchain wallet address, standing alone, is not Sensitive Personal Data for purposes of this Agreement. Seller shall not derive, or attempt to derive, financial account credentials or other Sensitive Personal Data from any identifier or signal made available through the Services.

### 5.6 Agent Identity and Integration Signals

In connection with the Integration and operation of the Services, ZeroClick may transmit to Seller, and Seller may receive, limited pseudonymous identifiers and signals relating to a purchasing Agent or buyer (such as an agent identifier, buyer identifier, request identifier, and authorization or usage signals) solely to enable Seller to authenticate and verify requests, authorize access, fulfill and provision the purchased Offering, support the buyer, and report usage. Seller shall not attempt to re-identify any individual from such identifiers or to combine them with other data for that purpose, except to the extent Seller independently and lawfully holds information about that individual. ZeroClick does not sell personal information received from Seller.

### 5.7 Buyer Personal Data

"Buyer Personal Data" means personal information relating to a buyer or its Agent that ZeroClick collects through the Services, including agent and buyer identifiers, wallet addresses, and verified email addresses. Where Seller enables an Identity-Protected Plan, ZeroClick may disclose to Seller the subset of Buyer Personal Data comprising the verified email address of the buyer whose Agent purchases that plan, together with the associated identifiers described in Section 5.6. Each Party acts as an independent controller of Buyer Personal Data after disclosure, and neither Party acts as the other's processor or service provider, and the Parties are not joint controllers, in respect of that disclosure. Seller's receipt and use of Buyer Personal Data is governed by the Buyer Data Sharing Schedule, which is incorporated into this Agreement by reference. Seller may enable or disable Identity-Protected Plans at any time; disabling them does not affect Seller's obligations in respect of Buyer Personal Data already received.

## 6. Feedback; Marketing; Case Study

### 6.1 Feedback

By submitting feedback or suggestions regarding the Services, Seller grants ZeroClick an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use them for any purpose.

### 6.2 Marketing Rights

Unless Seller provides written notice opting out, ZeroClick may use Seller's name and logo in a factual manner on ZeroClick's website, marketing, investor materials, and customer lists to identify Seller as working with ZeroClick. Other public announcements, testimonials, or press releases require the other Party's prior written approval.

### 6.3 Case Study

Upon ZeroClick's written request (including by email), Seller agrees to cooperate in good faith on a case study, which either Party may use for marketing, provided that neither Party publishes a case study referencing the other without that Party's prior written approval, not to be unreasonably withheld.

## 7. Representations, Warranties, and Disclaimer

### 7.1 Mutual Warranties

Each Party represents and warrants that: (i) this Agreement is duly executed and constitutes a valid and binding obligation; (ii) the individual accepting it has authority to bind such Party and its Affiliates; (iii) no third-party authorization is required for its performance; and (iv) its performance will not violate any other agreement binding on it.

### 7.2 Seller Warranties

Seller represents, warrants, and covenants that: (i) it has complied and will comply with all applicable privacy, data protection, and data security laws ("Privacy Laws"), and has obtained all necessary consents and provided all required notices for the data it shares with ZeroClick and for its own processing of any personal information it receives from ZeroClick; and it maintains a publicly accessible privacy policy that accurately describes its collection, use, and disclosure of personal information in all material respects, including its receipt and use of Buyer Personal Data where applicable; (ii) its Offerings, Seller Content, and related products and services are not deceptive or misleading and do not infringe, misappropriate, or violate any third-party rights or applicable laws; (iii) where Seller acts on behalf of another party, it has all permissions and authority necessary to authorize ZeroClick's actions under this Agreement; and (iv) Seller owns, or has obtained all licenses, rights, consents, and authority necessary to offer, sell, fulfill, and (where applicable) sublicense each Offering (including any third-party product, API, data, or service incorporated into, wrapped by, or made available through an Offering) and Seller's listing, resale, repackaging, or sublicensing of any such third-party item does not violate that third party's terms, license, or rights.

### 7.3 ZeroClick Warranty

ZeroClick warrants that during the Term, the Services will perform materially in accordance with the Documentation. Seller's sole and exclusive remedy for breach of this warranty is for ZeroClick to use commercially reasonable efforts to correct the reported material non-conformity or, if impracticable, for either Party to terminate this Agreement. This warranty does not apply to issues caused by Seller's misuse, unauthorized modification, or Third Party Services.

### 7.4 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED HEREIN, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, AND ZEROCLICK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZEROCLICK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR FREE FROM HARMFUL COMPONENTS, OR AS TO THE RESULTS OBTAINED FROM THE SERVICES. ZEROCLICK SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, OR FAILURES INHERENT IN THE INTERNET, THIRD-PARTY PLATFORMS, OR OTHER SYSTEMS OUTSIDE ITS REASONABLE CONTROL.

## 8. Term and Termination

### 8.1 Term

This Agreement commences on the first Order Form Effective Date and remains in effect until the earlier of (i) termination of all Order Forms or (ii) termination under Section 8.2 (the "Term").

### 8.2 Termination

Either Party may terminate this Agreement and any Order Form (a) for convenience on thirty (30) days' written notice; or (b) upon written notice for a material breach that, if curable, remains uncured ten (10) days after notice. Termination does not relieve either Party of its obligation to pay amounts that accrued prior to termination.

### 8.3 Suspension and Remedial Action

In addition to other remedies, ZeroClick may suspend or terminate Seller's access, upon notice, if in its reasonable discretion it is necessary to (i) prevent disruption to the Services, (ii) prevent harm to others, (iii) address a breach by Seller, or (iv) address fraud, abuse, chargebacks, or other invalid activity through the ZeroClick Payment Gateway. ZeroClick may decline to list or transmit any Offering for any reason in its sole discretion, but particularly those determined to be misleading, deceptive, fraudulent, illegal, or otherwise problematic. ZeroClick has no obligation to monitor or verify Seller's Offerings, and any enforcement is discretionary and for ZeroClick's own purposes. Where practicable, ZeroClick will try to provide advance notice, but may suspend without notice to prevent imminent harm.

### 8.4 Verification, Screening and Jurisdictional Restrictions

ZeroClick may require Seller, and Seller's principals and beneficial owners, to provide information and documentation reasonably necessary for ZeroClick to verify Seller's identity and to carry out sanctions, fraud and other compliance screening, whether before or at any time during the Term, and Seller shall provide that information promptly. ZeroClick may decline to onboard Seller, suspend or restrict Seller's access to the Services, decline to list or transmit any Offering, restrict the availability of the Services or of any Offering in any jurisdiction, and withhold or decline any payment that ZeroClick would otherwise fund and make to Seller, an Agent or a buyer, in each case where ZeroClick reasonably determines that doing so is necessary or appropriate to comply with applicable law or the requirements of a payment processor, protocol or network, to complete or act on the results of screening, or to manage fraud, sanctions or other compliance risk. ZeroClick will give Seller notice of any such action as soon as reasonably practicable unless notice is prohibited by applicable law, and will restore access or make any withheld payment once the matter giving rise to the action has been resolved. Seller shall not make its Offerings available through the Services in any jurisdiction that ZeroClick identifies to Seller as restricted. For clarity, this Section gives ZeroClick no right in respect of amounts paid by Agents that settle to Seller's connected payment processor account, which ZeroClick does not receive or hold.

## 9. Indemnification

### 9.1 Seller's Indemnification Obligations

Seller will defend the ZeroClick Parties from and against any third-party claim arising from or related to (i) Seller's use of the Services in violation of applicable laws or this Agreement, (ii) any Seller Data, Seller Content, or Offerings (including claims relating to Offering descriptions, pricing, fulfillment, or the products or services Seller sells), and (iii) Seller's use, disclosure, retention, or security of Buyer Personal Data, or breach of the Buyer Data Sharing Schedule, and will indemnify the ZeroClick Parties for resulting costs and damages awarded or paid in settlement approved by Seller, including reasonable attorneys' fees.

### 9.2 ZeroClick's Indemnification Obligations

ZeroClick will defend Seller from and against any third-party claim alleging that Seller's authorized use of the Services as contemplated by this Agreement infringes such third party's intellectual property rights, and will indemnify Seller for resulting damages awarded or paid in settlement approved by ZeroClick, including reasonable attorneys' fees. This obligation does not apply to claims arising from (i) Seller's breach of this Agreement; (ii) modification of the Services by anyone other than ZeroClick; (iii) combination of the Services with items not provided by ZeroClick; or (iv) Seller Data, Seller Content, or Offerings. ZeroClick's liability under this Section 9.2 is subject to the Elevated Cap set forth in Section 10.2.

### 9.3 ZeroClick's Additional Indemnification Obligations

ZeroClick will defend Seller from and against any third-party claim arising from (i) ZeroClick's breach of its obligations under Section 4 (Confidentiality); (ii) ZeroClick's violation of applicable law in operating the Services, including Privacy Laws and applicable payment, money transmission and digital asset laws; or (iii) any unauthorized access to, or disclosure of, Seller Data or Buyer Personal Data in ZeroClick's possession, custody or control, and will indemnify Seller for resulting costs and damages awarded or paid in settlement approved by ZeroClick, including reasonable attorneys' fees. ZeroClick's liability under this Section 9.3 is subject to the Elevated Cap set forth in Section 10.2.

### 9.4 Potential Infringement

If the Services are or may be infringing, ZeroClick may, at its option and expense: (i) modify or replace them with substantially similar non-infringing functionality; (ii) obtain a license for Seller to continue use; or (iii) if neither is commercially practicable, terminate the affected Services and this Agreement. This Section 9.4 states ZeroClick's sole liability, and Seller's exclusive remedy, for infringement claims.

### 9.5 Indemnification Process

The Party seeking indemnification must (i) promptly notify the indemnifying Party, (ii) provide reasonable information and assistance, and (iii) cooperate in the defense. Failure to give prompt notice affects the indemnifying Party's obligations only to the extent it is materially prejudiced. The indemnifying Party controls the defense, provided that any settlement requiring the other Party to admit liability or pay money requires that Party's prior written consent, not unreasonably withheld.

## 10. Limitation of Liability

### 10.1 Exclusion of Consequential Damages

UNDER NO LEGAL THEORY SHALL EITHER PARTY (OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, OR LICENSORS) BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER, OR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER ADVISED OF THE POSSIBILITY.

### 10.2 Limitation of Liability

SUBJECT TO THE REMAINDER OF THIS SECTION 10.2, EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY SELLER TO ZEROCLICK DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY AND (B) TWENTY THOUSAND DOLLARS ($20,000) (THE "GENERAL CAP"). EACH PARTY'S AGGREGATE LIABILITY FOR (I) SELLER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1, (II) ZEROCLICK'S INDEMNIFICATION OBLIGATIONS UNDER SECTIONS 9.2 AND 9.3, (III) SELLER'S USE, DISCLOSURE, RETENTION OR SECURITY OF BUYER PERSONAL DATA, OR BREACH OF THE BUYER DATA SHARING SCHEDULE, AND (IV) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 4 SHALL NOT EXCEED ONE AND ONE-HALF (1.5) TIMES THE GENERAL CAP (THE "ELEVATED CAP"). NOTHING IN THIS SECTION 10.2 LIMITS (X) SELLER'S OBLIGATION TO PAY AMOUNTS DUE UNDER THIS AGREEMENT, (Y) EITHER PARTY'S FRAUD OR WILLFUL MISCONDUCT, OR (Z) ANY LIABILITY THAT CANNOT LAWFULLY BE LIMITED.

### 10.3 Jurisdiction-Specific Exclusions

Some jurisdictions do not allow certain exclusions or limitations; in those jurisdictions, ZeroClick's liability will be limited to the greatest extent permitted by law.

### 10.4 Enforceable Against ZeroClick

Claims against ZeroClick are enforceable only against ZeroClick and not its officers, directors, Representatives, or any other entity.

### 10.5 Reliance

This Section 10 allocates risk between the Parties, who have relied on these limitations in entering into this Agreement.

## 11. Use of Third Party Services

If Seller uses the Services with a Third Party Service (including a payment processor such as Stripe), Seller grants ZeroClick permission to allow that Third Party Service to access Seller Data as needed for interoperation. Such use is solely between Seller and the Third Party Service provider, governed by that provider's terms. ZeroClick does not warrant or support Third Party Services, is not responsible for their acts or omissions, and does not guarantee their continued availability. Seller waives claims against ZeroClick with respect to Third Party Services.

## 12. Miscellaneous

### 12.1 Governing Law; Venue

Subject to Section 12.2, California law governs, without regard to conflict-of-laws rules; the Parties consent to jurisdiction and venue in the state or federal courts in Los Angeles, California. The UN Convention on Contracts for the International Sale of Goods is excluded.

### 12.2 Arbitration

Any dispute relating to this Agreement shall be resolved by binding arbitration before a single arbitrator under JAMS rules in Los Angeles, California, conducted in English. The arbitrator shall issue written findings of fact and conclusions of law. The Parties waive class or representative actions; if the class waiver is held unenforceable, the arbitration provisions are void. Either Party may seek injunctive relief for unauthorized use of Confidential Information, the Services, or IP infringement, and IP/piracy/unauthorized-use claims are not subject to arbitration. The prevailing Party is entitled to reasonable costs and attorneys' fees.

### 12.3 Legal Notices

ZeroClick may provide general notices via email or in-Service notification, satisfying any writing requirement. Legal notices must be sent by email, first-class mail, airmail, or overnight courier to the address provided in the Order Form or at sign-up. Notices to ZeroClick: The People's Internet Experiment Inc. dba ZeroClick, Attn: Legal, 13800 Bora Bora Way, Marina Del Rey, CA 90292-6803; email [partners@zeroclick.ai](mailto:partners@zeroclick.ai).

### 12.4 Publicity; Use of Seller's Marks

Unless Seller opts out in writing, ZeroClick may use Seller's name and logo in a factual manner for marketing or promotional purposes on ZeroClick's website and in communications with existing or potential sellers, and Seller agrees to reasonably cooperate with ZeroClick to serve as a reference upon request.

### 12.5 Severability; No Waiver

Invalid provisions are limited or severed to the minimum extent necessary; the remainder stays in effect. No waiver is continuing, and failure to enforce is not a waiver.

### 12.6 Assignment

Neither Party may assign without the other's prior written consent (not unreasonably withheld), except that either Party may assign, on written notice (to ZeroClick via [partners@zeroclick.ai](mailto:partners@zeroclick.ai)), to an Affiliate or successor in a merger, acquisition, reorganization, or sale of substantially all assets; provided that if Seller assigns to a competitor of ZeroClick, ZeroClick may terminate. Other attempts are void. This Agreement binds permitted successors and assigns.

### 12.7 Force Majeure

Neither Party is liable for delays caused by a Force Majeure Event, provided it promptly notifies the other and makes reasonable efforts to mitigate.

### 12.8 Relationship of the Parties

ZeroClick provides the Services to Seller as principal and does not act as Seller's agent, broker, or fiduciary. The Parties are independent contractors; this Agreement creates no partnership, franchise, joint venture, agency, fiduciary, or employment relationship, and Seller has no authority to bind ZeroClick. ZeroClick provides a platform and payment gateway enabling Seller to sell its Offerings to Agents; Seller is solely responsible for its Offerings, their pricing, and fulfillment, and ZeroClick is not a party to any transaction between Seller and any Agent or buyer. There are no third-party beneficiaries.

### 12.9 Use by Affiliates

Seller may extend its rights and protections to its Affiliates, provided Seller remains responsible and liable for each Affiliate's use and compliance.

### 12.10 Compliance and Conduct

Neither Party has offered or will offer any improper bribe or kickback, and both will comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and equivalent anti-corruption laws. Seller will comply with U.S. export and sanctions laws (Commerce, OFAC) and represents it is not on any U.S. denied-party list.

### 12.11 Entire Agreement; Order of Precedence

This Agreement and the Order Form(s) are the entire understanding and supersede prior representations. In the event of conflict, the order of precedence is: Order Form, then this Agreement, provided that the Buyer Data Sharing Schedule controls in respect of Seller's receipt and use of Buyer Personal Data, and the Data Processing Addendum controls in respect of ZeroClick's processing of personal information contained in Seller Data.

### 12.12 Headings

Headings are for convenience only.

### 12.13 Survival

The following survive termination: 2.3-2.7, 3 (Fees and Payment), 4 (Confidentiality), 5 (Data Protection, Ownership, and Usage), 6 (Feedback; Marketing; Case Study), 7 (Representations, Warranties, and Disclaimer), 8 (Term and Termination), 9 (Indemnification), 10 (Limitation of Liability), 11 (Use of Third Party Services), 12 (Miscellaneous), 13 (Definitions), and the Buyer Data Sharing Schedule, as provided in Section 10 of that Schedule.

### 12.14 Changes to this Agreement

ZeroClick may update this Agreement from time to time. ZeroClick will give Seller at least thirty (30) days' prior written notice of any update, and the updated Agreement will take effect at the end of that notice period. Where an update would materially and adversely affect Seller, Seller may terminate this Agreement and any Order Form on written notice given before the update takes effect, without penalty and without further liability other than for amounts accrued before termination. An update required by applicable law, or reasonably necessary to address a security risk, may take effect on shorter notice, in which case ZeroClick will give as much notice as is reasonably practicable. Changes to the Buyer Data Sharing Schedule are made in accordance with Section 12 of that Schedule.

## 13. Definitions

**13.1 "Affiliate"** means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

**13.2 "Agent"** means an automated software agent or similar buyer that discovers or purchases Offerings through the Services.

**13.3 "Buyer Credit"** has the meaning given in Section 3.9.

**13.4 "Buyer Data Sharing Schedule"** means the schedule of that name incorporated into this Agreement, as updated by ZeroClick from time to time in accordance with Section 12 of that Schedule.

**13.5 "Buyer Personal Data"** has the meaning given in Section 5.7.

**13.6 "Confidential Information"** means non-public information disclosed in connection with this Agreement that is identified as, or should reasonably be understood to be, proprietary or confidential, including features and performance of the Services, the terms of this Agreement, Seller Data, business and product plans, roadmaps, strategies, forecasts, security reports, financial information and fee structures, and technical Documentation; excluding information that is public, already known without restriction, rightfully received from a third party, or independently developed.

**13.7 "Data Processing Addendum"** means the data processing addendum entered into between the Parties governing ZeroClick's processing of personal information contained in Seller Data on Seller's behalf, as updated from time to time in accordance with its terms.

**13.8 "Disclosing Party"** means the Party making Confidential Information available.

**13.9 "Distributed Code"** means APIs, SDKs, HTML tags, JavaScript, object code, plugins, or other code ZeroClick provides for Seller to deploy in connection with the Services.

**13.10 "Documentation"** means ZeroClick's then-current, generally available documentation for the Services (e.g., at [https://docs.zeroclick.ai](https://docs.zeroclick.ai)), excluding third-party content, as updated from time to time.

**13.11 "Equipment"** means equipment and ancillary services needed to access the Services.

**13.12 "Fees"** means amounts due and payable by Seller to ZeroClick under this Agreement and the Order Form(s), including the Implementation Fee and Rev-Share.

**13.13 "Force Majeure Event"** means a condition beyond a Party's reasonable control, including natural disasters, civil disturbances, epidemics, war or terrorism, labor conditions, governmental actions, internet or utility failures, third-party hosting failures, and denial-of-service attacks.

**13.14 "Identity-Protected Plan"** means a plan for which Seller has set the verified email policy to "requested" or "required" in the ZeroClick dashboard or API, with the effect described in the Documentation.

**13.15 "Implementation Fee"** means the one-time fee set forth in the Order Form.

**13.16 "including"** means including, without limitation.

**13.17 "Integration"** means the technical connection between Seller's Offerings and the Services that Seller implements and maintains in accordance with the Documentation, including any mechanisms described therein (as updated from time to time) for authenticating or verifying requests, authorizing or checking allowance, provisioning Agents, fulfilling Offerings, and metering and reporting usage.

**13.18 "MPP"** means the Merchant Payment Protocol (or successor agent-commerce protocol) supported by ZeroClick. It is an open standard, internet-native protocol designed specifically for AI agents to autonomously pay for digital resources over HTTP. Co-authored by Stripe and Tempo Labs.

**13.19 "Offering"** means a product, API, or other offering that Seller makes available for discovery and purchase by Agents through the Services.

**13.20 "Order Form"** means a written instrument (signed by Seller, and accepted by ZeroClick) that incorporates this Agreement by reference and specifies the Fees and other commercial terms for Seller's use of the Services. The "Order Form Effective Date" is the effective date stated in that Order Form.

**13.21 "Parties"** means Seller and ZeroClick.

**13.22 "Personal Information"** means information about an identifiable person or other information subject to applicable law.

**13.23 "Privacy Laws"** has the meaning in Section 7.2.

**13.24 "Receiving Party"** means the Party receiving Confidential Information.

**13.25 "Representatives"** means a Party's employees, Affiliates, consultants, contractors, subcontractors, agents, or advisors.

**13.26 "Rev-Share"** means the percentage of Transaction Revenue payable by Seller to ZeroClick as set forth in the Order Form.

**13.27 "Seller"** means the entity identified in the Order Form entering into this Agreement with ZeroClick, including its Affiliates.

**13.28 "Seller Content"** has the meaning in Section 5.2.

**13.29 "Seller Data"** means information submitted to or created in the Services by or on behalf of Seller in connection with Seller's use of the Services, including Seller Content; excluding Usage Data, information about ZeroClick's business contacts within Seller's organization, and information about ZeroClick's marketing activities.

**13.30 "Sensitive Personal Data"** means sensitive financial information (e.g., government identifiers, bank or payment account details), health information, precise geolocation, biometric or genomic data, information about children under eighteen, and any data treated as "sensitive" or "special category" under applicable law.

**13.31 "Services"** means the ZeroClick Payment Gateway and related agent-commerce platform owned or operated by ZeroClick, including software, mobile applications, Distributed Code, websites, other properties, and any modifications or extensions, whenever or wherever developed. "Services" excludes Third Party Services.

**13.32 "Taxes"** means all taxes, levies, duties, or similar assessments of any nature (e.g., value-added, sales, use, or withholding), assessable by any jurisdiction, other than taxes based on ZeroClick's net income.

**13.33 "Third Party Services"** means third-party applications and services (including payment processors such as Stripe) used in connection with the Services.

**13.34 "Transaction Revenue"** means the amounts paid by Agents for Seller's Offerings that settle to Seller's connected payment processor account through the ZeroClick Payment Gateway, as reported by that processor, excluding amounts refunded, charged back or reversed through that account, and otherwise calculated in accordance with Section 3.1.

**13.35 "Usage Data"** means anonymized or de-identified Seller Data relating to Seller's use of the Services, including data derived therefrom, and Agent's use of the Offerings.

**13.36 "x402"** means the x402 agent-payment protocol supported by ZeroClick.

**13.37 "ZeroClick"** means The People's Internet Experiment Inc., a Delaware corporation, dba ZeroClick.

**13.38 "ZeroClick Parties"** means ZeroClick and its Affiliates, subsidiaries, officers, employees, and agents.

**13.39 "ZeroClick Payment Gateway"** has the meaning in Section 2.1.

**13.40 "ZeroClick Technology"** means technology owned by or licensed to ZeroClick, including (i) the Services and all derivative works and modifications, (ii) Documentation, and (iii) feedback provided to ZeroClick.

---

## Buyer Data Sharing Schedule

_Appended to the ZeroClick Seller Terms of Service_

This Schedule applies where Seller enables an Identity-Protected Plan and receives Buyer Personal Data. Capitalized terms not defined here have the meanings given in the Agreement.

**1. Roles.** ZeroClick discloses Buyer Personal Data to Seller as one independent controller to another. Seller determines its own purposes and means for the Buyer Personal Data it receives and is responsible for its own compliance with Privacy Laws in respect of that data. Neither Party is the other's processor or service provider, and the Parties are not joint controllers, in respect of the disclosure.

**2. What is disclosed and when.** ZeroClick discloses the buyer's verified email address, together with the buyer and agent identifiers, in respect of purchases of an Identity-Protected Plan. Where Seller has set the verified email policy to "requested," ZeroClick may disclose the verified email address after a purchase has already occurred, including in respect of purchases made by an Agent before the buyer claimed it. Any such disclosure is made when the buyer claims the agent with a verified email address, or on subsequent account updates or service calls once a verified email address exists. Disclosure at the time of claim is made only to Sellers with an active account for that buyer; for other Sellers, the verified email address is included with subsequent activity. ZeroClick does not guarantee that a verified email address will be disclosed in respect of any particular purchase. Where Seller has set the policy to "required," a purchase is refused until the buyer has completed verification.

**3. Permitted purposes.** Seller shall use Buyer Personal Data only to: (a) associate the purchase with an account or entitlement held by the buyer with Seller; (b) deliver, provision, support, and administer the Offering purchased, including transactional and service communications about that Offering; (c) detect, prevent and investigate fraud, abuse and security incidents affecting the Offering; and (d) comply with applicable law.

**4. Restrictions.** Seller shall not: (a) use Buyer Personal Data for marketing, advertising or promotional purposes, including sending marketing communications, unless Seller has its own lawful basis for doing so and complies with all applicable marketing and communications laws independently of this Agreement and of any notice ZeroClick has given the buyer; (b) sell or share Buyer Personal Data, or disclose it to any third party other than Seller's own processors acting on Seller's documented instructions and under obligations no less protective than this Schedule; (c) use Buyer Personal Data to enrich, append to, or build profiles of the buyer, or combine it with data obtained from any other source, except with information Seller independently and lawfully holds about the same individual; (d) use Buyer Personal Data to train, fine-tune, develop or improve any artificial intelligence or machine learning model, or permit any third party to do so; or (e) attempt to re-identify any individual from pseudonymous identifiers, or use Buyer Personal Data for any purpose not permitted by Section 3 of this Schedule.

**5. Notice and transparency.** Seller shall maintain a publicly accessible privacy notice that accurately describes its receipt and use of Buyer Personal Data, including the categories of Personal Information received, the purposes for which it is used, and how an individual may exercise rights in respect of it. Seller shall not represent to any buyer that ZeroClick is responsible for Seller's processing of Buyer Personal Data.

**6. Security.** Seller shall implement and maintain reasonable and appropriate technical, organizational and physical measures designed to protect Buyer Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, appropriate to the nature of the data and the risk.

**7. Retention and deletion.** Seller shall retain Buyer Personal Data only for as long as necessary for the purposes permitted by Section 3 of this Schedule, and shall delete or de-identify it when no longer needed for those purposes or on the earlier of (a) a request from ZeroClick made on behalf of the buyer, and (b) a request from the buyer directly. Seller may retain Buyer Personal Data where required by applicable law, for no longer than that law requires, and shall not process it for any other purpose during that period. Deletion from routine backups may occur on Seller's ordinary backup rotation cycle.

**8. Individual rights.** Seller shall respond to requests it receives from individuals in respect of Buyer Personal Data as required by Privacy Laws. Where ZeroClick receives a request that relates to Buyer Personal Data held by Seller, ZeroClick may forward it to Seller, and Seller shall use reasonable efforts to action it within the period required by applicable law and to confirm to ZeroClick that it has done so.

**9. Incidents.** Seller shall notify ZeroClick without undue delay, and in any event within seventy-two (72) hours, after confirming any unauthorized access to or disclosure of Buyer Personal Data, and shall provide the information ZeroClick reasonably requires to assess and meet its own obligations.

**10. Termination.** On expiry or termination of the Agreement, Seller shall cease using Buyer Personal Data for the purposes in Section 3 of this Schedule and shall delete or de-identify it, subject to Section 7 of this Schedule. Sections 4, 5, 6, 7, 8, 10 and 11 of this Schedule survive termination for as long as Seller holds Buyer Personal Data.

**11. State privacy laws.** The Parties do not intend Seller to be a service provider, contractor or processor of ZeroClick in respect of Buyer Personal Data. Each Party shall comply with its own obligations under applicable state privacy laws in respect of the disclosure, including any notice or opt-out obligations that apply to it. If ZeroClick determines that the disclosure of Buyer Personal Data constitutes a "sale" or "sharing" under applicable state privacy law, ZeroClick may on notice require Seller to enter into additional terms reasonably necessary for ZeroClick to comply, and Seller shall honor any buyer opt-out that ZeroClick communicates to it.

**12. Changes.** ZeroClick may update this Schedule on thirty (30) days' notice to Seller where reasonably necessary to reflect changes in Privacy Laws or in the Services, provided that no update will materially reduce Seller's rights or materially increase Seller's obligations without Seller's agreement, and Seller may cease enabling Identity-Protected Plans if it does not accept an update.