Terms of Service

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 (available at https://zeroclick.ai/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 except, where applicable, as a limited facilitator of payment as described in Section 3.

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 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 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 and its and its buyers’ use of the Services; (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 all transaction revenue earned by Seller through the ZeroClick Payment Gateway (“Transaction Revenue”), and such Rev-Share is due only on Transaction Revenue earned through the ZeroClick Payment Gateway.

3.2 Billing and Collection. Unless otherwise agreed to in writing or stated in an Order Form, the Rev-Share will be billed and collected by ZeroClick (i) monthly in arrears, payable within thirty (30) days of the end of each calendar month; (ii) automatically as a deduction from the purchase price of each Offering purchased by Agents through the ZeroClick Payment Gateway; and/or (iii) by charging Seller’s payment method on file. Seller authorizes ZeroClick to charge the payment method on file (a) immediately when unbilled amounts reach or exceed $500, and (b) on the first day of each month for remaining unbilled amounts of at least $100. If a charge fails, ZeroClick may retry an alternate payment method and may suspend or limit the Services until payment is processed. ZeroClick will provide an invoice and/or dashboard sufficient for Seller to confirm the Rev-Share amount, including transaction volume through the ZeroClick Payment Gateway.

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, and ZeroClick may suspend the Services on notice for non-payment.

3.4 End-User Refunds. If, due to any action or inaction by the Seller and as determined by ZeroClick in its sole discretion, Seller’s Offering fails to fulfil its claimed capability for the purchasing Agent and as a result ZeroClick refunds such Agent for the purchase of such Offering, ZeroClick can hold Seller liable for the costs of the refund.

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 fifteen (15) 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; Payment Facilitation. To the extent ZeroClick deducts the Rev-Share from amounts paid by Agents, ZeroClick acts solely as a limited payment facilitator for the convenience of the Parties and not as a bank, money transmitter, escrow agent, or fiduciary. Seller remains the seller of record for its Offerings. Settlement of Agent payments to Seller 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.

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 in ZeroClick’s possession, custody, or control.

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.

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 identifiers and signals relating to a purchasing Agent or buyer (such as an agent 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, and report usage. Each Party is responsible for handling such information in accordance with applicable laws and its own privacy practices. ZeroClick does not sell personal information received from Seller.

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; (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.

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, and (ii) any Seller Data, Seller Content, or Offerings (including claims relating to Offering descriptions, pricing, fulfillment, or the products or services Seller sells), 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. Notwithstanding anything to the contrary in this Agreement, ZeroClick’s total aggregate liability under this Section 9.2 shall not exceed the greater of (i) the total Fees paid by Seller to ZeroClick during the twelve (12) months preceding the claim giving rise to such liability, or (ii) twenty thousand dollars ($20,000).

9.3 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 9.3 states ZeroClick’s sole liability, and Seller’s exclusive remedy, for infringement claims.

9.4 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. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ZEROCLICK’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE FEES PAID BY SELLER TO ZEROCLICK DURING THE THREE (3) MONTHS PRIOR TO THE FIRST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) SELLER’S PAYMENT OBLIGATIONS, (B) SELLER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1, OR (C) EITHER PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS; PROVIDED THAT ZEROCLICK’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.2 ARE SUBJECT TO THE SEPARATE CAP SET FORTH IN SECTION 9.2.

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. 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.

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 Seller via 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 except as a limited payment facilitator under Section 3. 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.

12.12 Headings. Headings are for convenience only.

12.13 Survival. The following survive termination: 2.2–2.7, 3 (Fees), 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 (Third Party Services), 12 (Miscellaneous), and 13 (Definitions).

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 “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.

13.4 “Disclosing Party” means the Party making Confidential Information available.

13.5 “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.

13.6 “Documentation” means ZeroClick’s then-current, generally available documentation for the Services (e.g., at https://docs.zeroclick.ai), excluding third-party content, as updated from time to time.

13.7 “Equipment” means equipment and ancillary services needed to access the Services.

13.8 “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.

13.9 “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.

13.10 “Implementation Fee” means the one-time fee set forth in the Order Form.

13.11 “including” means including, without limitation.

13.12 “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.

13.13 “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

13.14 “Offering” means a product, API, or other offering that Seller makes available for discovery and purchase by Agents through the Services.

13.15 “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.

13.16 “Parties” means Seller and ZeroClick.

13.17 “Personal Information” means information about an identifiable person or other information subject to applicable law.

13.18 “Privacy Laws” has the meaning in Section 7.2.

13.19 “Receiving Party” means the Party receiving Confidential Information.

13.20 “Representatives” means a Party’s employees, Affiliates, consultants, contractors, subcontractors, agents, or advisors.

13.21 “Rev-Share” means the percentage of Transaction Revenue payable by Seller to ZeroClick as set forth in the Order Form.

13.22 “Seller” means the entity identified in the Order Form entering into this Agreement with ZeroClick, including its Affiliates.

13.23 “Seller Content” has the meaning in Section 5.2.

13.24 “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.

13.25 “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.

13.26 “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.

13.27 “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.

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

13.29 “Transaction Revenue” means revenue earned by Seller through the ZeroClick Payment Gateway, on which the Rev-Share is calculated.

13.30 “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.

13.31 “x402” means the x402 agent-payment protocol supported by ZeroClick.

13.32 “ZeroClick” means The People’s Internet Experiment Inc., a Delaware corporation, dba ZeroClick.

13.33 “ZeroClick Parties” means ZeroClick and its Affiliates, subsidiaries, officers, employees, and agents.

13.34 “ZeroClick Payment Gateway” has the meaning in Section 2.1.

13.35 “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.