Zerion API Chain Integration Terms of Service

Last Updated: September 02, 2025

This Zerion API Chain Integration Terms of Service (the “Terms”) is made by and between Zerion Inc, a Delaware Corporation ("Zerion"), and the entity that has executed an Order Form that incorporates these Terms by reference (“Customer”). These Terms become effective on the date specified in the applicable Order Form (the “Effective Date”).

For avoidance of doubt, these Terms shall not be considered as a public offering and is only applicable to Customers that executed respective Order Forms with Zerion.

WHEREAS, Customer seeks to support the use of the Zerion API on a specific blockchain to enable other Dapps to receive aggregated data from that blockchain through the Zerion API, and Zerion agrees to provide these services, along with technical support and maintenance, to do so.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the parties agree as follows:

1. Services

1. Zerion agrees to perform the services described in the applicable Order Form (the “Services”) for the Customer. If there is a conflict between these Terms and the terms of an Order Form, these Terms will control.

2. Fees and Payment

2.1 Fees. Customer shall pay Zerion the fees specified in the Order Form.

2.2 Payment Terms. Invoices are due within ten (10) business days of receipt.

2.3 Late Payments. If Customer fails to make any payment when due, Zerion may: (i) charge interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, and (ii) Customer shall reimburse Zerion for all costs incurred in collecting any late payments, including attorneys' fees.

2.4 Taxes. Fees are exclusive of all taxes (e.g., sales, use, VAT). Customer is responsible for all such taxes, excluding those based solely on Zerion’s net income.

3. Ownership and Intellectual Property

3.1 Customer Data. As between the parties, Customer owns all data submitted to Zerion ("Customer Data"). Customer grants Zerion a non-exclusive, royalty-free, worldwide license to use, reproduce, and prepare derivative works of the Customer Data to provide the Services and for internal purposes, including the creation of aggregated, anonymized data compilations ("Aggregate Data") and analyses ("Analyses").

3.2 Zerion Services. Zerion retains all rights, title, and interest in and to the Zerion Marks, the Services, any licensed materials, the Aggregate Data, and Analyses. Zerion may use and distribute Aggregate Data and Analyses for any purpose, provided that such distribution does not reasonably identify the Customer.

3.3 Attribution. Customer agrees to attribute and reference Zerion API in all relevant technical documentation and public materials related to the integration, in a manner approved by Zerion.

4. Confidentiality

4.1 Definition. “Confidential Information” means all technical and financial information designated as confidential or that a reasonable person would understand to be confidential. It does not include information that is (a) already known to the receiving party, (b) publicly known through no fault of the receiving party, (c) disclosed by a third party without a breach of confidentiality, or (d) independently developed.

4.2 Restrictions. The receiving party will hold the disclosing party’s Confidential Information in confidence, not divulge it to any third party (except as necessary to employees or consultants under similar confidentiality obligations), and not use it except for the purposes of this Agreement.

4.3 Required Disclosure. A party may disclose Confidential Information if required by law or court order, provided it gives the disclosing party prompt notice (if legally permitted) and cooperates in seeking a protective order.

5. Term and Termination

5.1 Term. The initial term of this Agreement is specified in the Order Form (the “Initial Term”). Following the Initial Term, this Agreement will automatically renew for subsequent periods of the same duration (each, a “Renewal Term”), unless either party provides written notice of its intent not to renew at least thirty (30) days prior to the end of the then-current term.

5.2 Termination for Convenience. After the Initial Term, either party may terminate this Agreement for any reason with at least thirty (30) days' prior written notice.

5.3 Termination for Breach. Either party may terminate this Agreement upon written notice if the other party materially breaches these Terms and fails to cure such breach within ten (10) days of receiving notice. Failure to pay fees is a material breach.

5.4 Effects of Termination. Upon termination or expiration, all rights and licenses granted will cease. The provisions of Sections 2 (Fees, for amounts owed), 3 (Ownership), 4 (Confidentiality), 6 (Warranties & Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), and 9 (Miscellaneous) shall survive.

6. Warranties and Disclaimers

6.1 Warranties. Each party represents and warrants that it has the full power and authority to enter into this Agreement and will comply with all applicable laws.

6.2 DISCLAIMER. THE SERVICES ARE PROVIDED "AS IS". ZERION DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZERION DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

7. Limitation of Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY (SECTION 4) OR CUSTOMER'S INDEMNIFICATION OBLIGATIONS (SECTION 8), NEITHER PARTY SHALL BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO ZERION HEREUNDER DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

8. Indemnification

8.1 By Customer. Customer will indemnify and defend Zerion against all claims, losses, and expenses arising from (i) Customer’s use of the Services, (ii) infringement of third-party rights related to Customer's services or activities, (iii) Customer’s violation of these Terms, or (iv) Customer’s negligence or willful misconduct.

8.2 By Zerion. Zerion will indemnify and defend Customer against losses arising from any claim that the Services, as provided by Zerion, infringe upon the intellectual property rights of a third party.

9. Miscellaneous

9.1 Entire Agreement. This Agreement constitutes the entire Agreement and supersedes all prior negotiations or agreements (oral or written) between the parties regarding the subject matter hereof. Any inconsistent or additional terms on any related purchase order, confirmation or similar form, even if signed by the parties hereafter, shall have no effect under this Agreement.

9.2. Modification. Zerion reserves the right to modify these Terms at any time. Zerion will post the most current version of these Terms on its website. It is Customer’s responsibility to check the website periodically for changes. By continuing to use the Services after the changes become effective, Customer agrees to be bound by the revised Terms.

9.3. Governing Law. This Agreement shall be governed by the laws of the State of New York. All disputes shall be resolved in the state and federal courts located in New York County, New York.

9.4. Assignment. Customer may not assign this Agreement without Zerion's prior written consent. Zerion may assign this Agreement at its discretion.

9.5. Independent Contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.