Terms & Conditions

1. Agreement, scope, and priority

These Terms & Conditions ("Terms") govern access to and use of the websites, accounts, software, applications, digital products, and related services offered by ZyroByte Corp. ("ZyroByte," "we," "us," or "our") that link to these Terms (collectively, the "Services"). ZyroByte operates from Toronto, Ontario, Canada. "You" means the person accepting these Terms or the organization on whose behalf that person acts.

By expressly accepting these Terms, or using Services where these Terms have been brought to your attention and your use constitutes valid acceptance under applicable law, you agree to them. If you do not agree, do not use those Services. To open an account or purchase Services, you must be at least 18 and have reached the age of majority where you live. A person acting for an organization must have authority to bind it.

A signed master services agreement, statement of work, order, data processing agreement, or separately accepted product licence controls over these Terms for its subject matter if there is a conflict. A data processing agreement controls for processing entrusted customer personal information. These Terms do not override existing negotiated commitments. Our Privacy Policy explains our data practices; accepting these Terms is not blanket consent to optional marketing or unrelated personal-information processing.

Mandatory consumer, privacy, and other statutory rights remain unaffected. Provisions expressly addressed to business customers apply only when you acquire Services for business purposes.

2. Services and third-party dependencies

Our offerings include custom software and website development, mobile and desktop applications, design, eCommerce systems, cloud and infrastructure work, AI integrations, security and communications solutions, and proprietary products. The scope, deliverables, support, hosting, service levels, and fees for a particular engagement are those expressly agreed in its order or written agreement. Demonstrations, prototypes, estimates, and roadmap descriptions are not commitments to deliver uncontracted features.

Third-party platforms, app stores, hosting providers, APIs, open-source components, and payment services may have separate terms and charges. Their availability, pricing, and functionality can change. We are responsible for our own contractual obligations, but do not control independent providers. An integration does not grant rights to a third party's intellectual property or guarantee its continued availability. Open-source licences govern the components they cover and prevail over conflicting restrictions in these Terms.

3. Accounts, access, and security

Provide accurate account and billing information, keep it current, and protect passwords, recovery codes, API keys, and project or file-sharing links. Use only accounts and systems you are authorized to access. You are responsible for your authorized users and activity you authorize, and must promptly report suspected unauthorized access to [email protected]. This does not make you responsible for losses caused by our breach of a legal or contractual duty.

Organization administrators may manage access and information within their organization. Keep independent copies of important data unless a written agreement expressly assigns backup and recovery responsibilities to us. Access to hosting, maintenance, updates, and support depends on the applicable service plan; purchasing development work alone does not include perpetual hosting or maintenance.

4. Acceptable use and protection of our systems

You must not use the Services to:

• Infringe intellectual property, confidentiality, privacy, or other rights; impersonate another person; commit fraud; or distribute unlawful, abusive, or malicious content.
• Access accounts or infrastructure without authorization, introduce malware, defeat authentication, overload systems, or conduct security testing without our prior written authorization.
• Copy, resell, sublicense, or commercially exploit our Services or proprietary materials except as your licence permits; remove ownership notices; or bypass licence, payment, rate, or access restrictions.
• Reverse engineer, decompile, or disassemble proprietary software except to the extent a non-excludable legal right or applicable open-source licence permits it.
• Scrape or systematically extract non-public content, source code, datasets, or outputs, or use our proprietary materials to train a model or build a competing dataset without written permission. This does not restrict ordinary indexing of public pages consistent with our published crawler rules or use of your own materials.
• Send unlawful unsolicited messages, conduct unlawful surveillance, or collect biometric, location, or other personal information without the required authority, notices, and consents.
• Use the Services in violation of applicable export controls, sanctions, or other laws.

We may investigate suspected misuse and take proportionate steps to protect the Services, including restricting access or removing unlawful content, subject to applicable law and our contractual obligations.

5. ZyroByte intellectual property and licence

As between you and ZyroByte, ZyroByte and its licensors retain all rights in our proprietary products, source and object code, frameworks, libraries, reusable components, development tools, templates, designs, documentation, methods, know-how, trademarks, and other materials, including improvements to them ("ZyroByte Technology"). Your materials and rights expressly assigned to you under a written agreement are excluded. No ownership is transferred merely by accessing a Service, paying a subscription, or receiving a demonstration.

Subject to payment of applicable fees and compliance with the applicable agreement, we grant you a limited, non-exclusive licence to use the Services for their intended personal or internal business purposes during the applicable service or licence term. Distribution, resale, source-code access, and other broader rights require an express written grant. Software is licensed, not sold. No right to use ZyroByte names, logos, or marks is granted except with our written permission or as permitted by law.

Non-public source code, architecture, security information, credentials, and technical or commercial documentation may constitute confidential information and trade secrets. You must protect them under the confidentiality provisions below. We may seek injunctive or other lawful relief for infringement or misuse, subject to the court's discretion.

6. Custom projects and ownership of deliverables

A written project agreement should identify scope, milestones, acceptance criteria, dependencies, fees, and the specific deliverables and ownership rights being purchased. Changes to scope, integrations, or requirements require written agreement on their impact on price and schedule. You must provide timely decisions, access, content, and approvals, and obtain necessary rights to materials you supply. Delays caused by missing inputs or third-party changes may require a reasonable schedule adjustment and separately agreed additional work.

Where the project agreement provides for ownership of bespoke deliverables, the agreed assignment takes effect after full payment for those deliverables and satisfaction of any stated transfer conditions, through the applicable signed written assignment. Payment alone does not transfer ZyroByte Technology, third-party materials, rejected concepts, or work outside the agreed deliverables. Existing written ownership commitments continue to apply.

Unless the project agreement provides otherwise, after full payment we grant you a perpetual, worldwide, non-exclusive, royalty-free licence to use, reproduce, modify, and maintain ZyroByte Technology embedded in delivered custom work solely as part of that work, including through your contractors and in operating or distributing the agreed client product. You may transfer that licence with the relevant product or business, provided the recipient accepts its restrictions. This does not permit extracting or selling our reusable technology as a standalone product and does not require delivery of source code beyond the agreed scope. Third-party components remain subject to their own licences.

We may reuse general skills and non-confidential know-how, but not disclose your confidential information or copy deliverables exclusively assigned to you. Public portfolio use of your name, logo, non-public project details, or deliverables requires your written approval. Acceptance and defect correction follow the project agreement; silence alone does not waive an agreed warranty or a statutory remedy.

7. Your content and feedback

You retain rights in content, data, instructions, and materials you provide ("Customer Content"). You represent that you have the rights and lawful authority needed for us to handle it as instructed. You grant us and providers acting for us only the rights necessary to host, copy, transmit, process, adapt, and display Customer Content to deliver, secure, support, and maintain the agreed Services. This licence lasts while needed for those purposes, including lawful retention and backup periods described in the Privacy Policy; it does not grant unrestricted rights to commercialize your content.

Do not submit secrets, sensitive personal information, or production credentials through public demonstrations, game leaderboards, or general inquiry forms. Use an agreed secure channel for project access. Content you choose to publish, including a leaderboard display name, may be visible to others.

If you voluntarily provide non-confidential suggestions about our Services, you grant us a perpetual, worldwide, royalty-free, non-exclusive right to use and incorporate those suggestions without compensation. This does not transfer ownership of Customer Content, authorize disclosure of confidential information, or override privacy rights.

8. Confidentiality

Each party must protect non-public information disclosed by the other that is marked confidential or should reasonably be understood to be confidential, use it only for the relevant engagement, and disclose it only to people who need it for that purpose and are bound by appropriate confidentiality duties. Each party must use at least reasonable care.

These duties do not cover information the recipient can demonstrate was lawfully known without restriction, becomes public without breach, is independently developed, or is lawfully received from another source. A legally required disclosure is permitted to the extent required, with advance notice and reasonable cooperation where lawful. On request or termination, confidential materials must be returned or deleted where reasonably practicable, subject to legal retention and protected backups. Duties continue for three years after the engagement ends, and for trade secrets while they remain trade secrets. Personal information remains protected as required by applicable law. A separate confidentiality agreement controls if it conflicts.

9. Fees, subscriptions, cancellation, and refunds

The order, checkout, or project agreement identifies the applicable currency, fees, taxes, billing interval, and payment schedule. You authorize charges you agree to and must provide a valid payment method. Deposits and milestones are governed by the project agreement. Late interest or collection charges apply only if expressly agreed and lawful; these Terms do not impose an undisclosed finance charge.

Subscriptions renew only as disclosed and authorized at purchase. For an automatically renewing plan, the disclosed recurring charge continues until cancellation. Cancel through the subscription controls in your account, through the app store if it manages the subscription, or contact [email protected] for assistance. Cancellation stops future renewals and ordinarily takes effect at the end of the paid billing period, subject to the purchase terms and mandatory rights. Deleting an app does not itself cancel a subscription. One-time purchases do not automatically renew.

We will provide at least 30 days' notice of a recurring price increase, and any longer notice or consent required by law. An increase will apply no earlier than the next renewal following that notice, with an opportunity to cancel. Trial conversion terms must be disclosed when you enroll.

Except as required by law, expressly offered at purchase, or agreed in writing, payments for delivered digital products, completed services, and used subscription periods are non-refundable, and cancellation does not entitle you to a prorated refund for a partially used period. For terminated custom projects, amounts due and refunds of unearned deposits follow the project agreement; absent an agreed lawful cancellation charge, we charge only for work performed and authorized, non-cancellable commitments. If we permanently discontinue a prepaid Service without your breach, we will refund the unused prepaid portion unless an agreed alternative or applicable law provides a different remedy.

Please report billing errors promptly so we can investigate. Nothing here limits lawful payment disputes, chargebacks, cancellation rights, or remedies for defective or undelivered Services.

10. AI, automation, and security-related services

AI-generated outputs, predictions, matches, and automated recommendations may be inaccurate, incomplete, non-unique, or unsuitable for a particular use. You must apply appropriate human review and independently verify important outputs before acting on them. We do not guarantee the exclusivity, copyright eligibility, or clearance of AI-generated material. Ownership and permitted use remain subject to the project agreement, applicable law, and third-party terms.

Unless specifically agreed in writing for a validated use, the Services are not designed as a sole basis for medical, legal, financial, employment, law-enforcement, emergency-response, or other safety-critical decisions. Security monitoring, camera analytics, identity matching, location tracking, and communications tools do not guarantee detection, prevention, delivery, or emergency response. You remain responsible for lawful deployment, required permissions and notices, appropriate human oversight, and backup procedures. These responsibilities do not excuse our own legal or contractual duties.

Confidential project materials and personal information may be supplied to an AI provider only within the agreed service scope and applicable data-processing terms, with any legally required notices and permissions. A general content licence under these Terms is not permission to use that information to train a general-purpose AI model.

11. Communications and SMS

We may send service, billing, support, and security communications necessary for your account or requested Services. Optional promotional messages are subject to applicable consent requirements and unsubscribe choices; agreeing to these Terms is not consent to marketing.

If you enable SMS authentication or request text notifications, messages are sent to the number you provide. Frequency depends on your activity; message and data rates may apply. Reply STOP to stop messages from the applicable messaging program, or contact support for help; use HELP where supported. Stopping authentication messages may require another available authentication method or support assistance. Delivery depends on your carrier and is not guaranteed. Marketing consent is not a condition of purchase. Our Privacy Policy explains mobile-information handling.

12. Warranties and disclaimers

Except for express commitments in an applicable written agreement and warranties that cannot lawfully be excluded, the Services are provided "as is" and "as available." To the extent permitted by law, ZyroByte disclaims implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. We do not promise error-free or uninterrupted operation, absolute security, compatibility with every system, or particular commercial outcomes, rankings, revenue, or savings.

Beta features and demonstrations may change or be withdrawn and should not be relied on for production or critical operations without a separate agreement. These disclaimers do not remove an expressly agreed performance standard or a non-excludable statutory guarantee.

13. Limits of liability

To the maximum extent permitted by law and unless an applicable written agreement provides otherwise, ZyroByte and its officers, employees, contractors, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or lost profits, revenue, business opportunities, goodwill, or anticipated savings arising from the Services, whether the claim is based in contract, tort, or another legal theory.

Subject to the exceptions below, our aggregate liability for claims arising out of or relating to the Services or these Terms will not exceed the greater of CAD $100 and the fees paid or payable by you to ZyroByte for the specific Services giving rise to the claim during the 12 months before the event giving rise to liability. Related claims do not multiply this cap.

These exclusions and limits do not apply to fraud, fraudulent misrepresentation, wilful misconduct, gross negligence, or any liability that applicable law does not permit us to exclude or limit. They do not reduce mandatory consumer remedies. The allocation of risk in this section is reflected in our pricing.

14. Business customer indemnity

If you are a business customer, you will indemnify and defend ZyroByte and its officers and employees against third-party claims and resulting damages, settlements, and reasonable legal costs to the extent arising from Customer Content infringing another person's rights, your unlawful use of the Services, or your material breach of these Terms. This does not cover losses caused by our breach, negligence, or wilful misconduct.

We must promptly notify you of a claim (delay relieves your duties only to the extent it prejudices the defence), provide reasonable cooperation at your expense, and allow you to control the defence with competent counsel. No settlement may admit fault by us, impose a non-monetary obligation on us, or fail to release us without our written consent, not to be unreasonably withheld. We may participate with our own counsel at our expense.

15. Suspension, termination, and service changes

You may stop using the Services and request account closure through support. Subscription cancellation and outstanding project obligations remain governed by the applicable agreement. We may suspend access promptly where reasonably necessary to address a security threat, unlawful conduct, fraud, or a legal requirement. For a remediable material breach, including unpaid undisputed fees, we will ordinarily give written notice and 10 days to remedy it before termination, unless urgent circumstances or the applicable agreement justify earlier action.

We may change or discontinue Services, subject to existing paid commitments and applicable law. We will give reasonable advance notice of a material reduction or discontinuation where practicable and apply the refund provisions above. On termination, licences tied to the terminated Service end; perpetual paid deliverable licences and completed assignments survive according to their terms.

Request export of your data before closure. Where lawful and reasonably practicable, we will provide an opportunity to retrieve it, subject to the agreed service scope and security restrictions. Termination does not promise immediate erasure of every copy: legal records and backups are handled under our Privacy Policy and applicable agreements. Accrued payment duties, ownership, confidentiality, liability limits, indemnities, and dispute provisions survive as their nature requires.

16. Governing law and disputes

Subject to mandatory laws protecting you in your place of residence, these Terms are governed by Ontario law and the federal laws of Canada applicable there, excluding conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the extent it can lawfully be excluded.

Please contact [email protected] to seek an informal resolution. This is not a prerequisite to exercising a statutory right or seeking urgent relief. For business customers, the courts located in Toronto, Ontario have exclusive jurisdiction, except that either party may seek urgent protective relief in another competent court. Consumers retain any mandatory right to bring proceedings in their home jurisdiction. These Terms do not require arbitration or waive non-excludable rights to court proceedings or class actions.

17. Changes and general provisions

We will post revised Terms with an updated date and provide reasonable advance notice of material changes through the Services or a contact method associated with your account. Where required, we will seek renewed acceptance. Changes apply prospectively and do not retroactively alter existing disputes or signed project agreements. If you do not accept a change, you may stop using the affected Service and exercise available cancellation rights.

These Terms and the applicable agreements described in section 1 constitute the agreement for their subject matter. If a provision is unenforceable, the remaining provisions continue to the extent lawful. Failure to enforce a provision is not a waiver. Neither party is the other's agent, partner, or joint venturer.

Neither party is responsible for delays caused by events beyond its reasonable control, provided it takes reasonable steps to mitigate them and notifies the other where practicable. This does not excuse accrued payment obligations, reasonable security duties, or mandatory refund rights. You may not assign this agreement without our written consent, except as expressly permitted for paid deliverables. We may assign it as part of a merger, reorganization, or transfer of the relevant business, subject to applicable law and without reducing your contractual rights.

18. Contact and intellectual property notices

ZyroByte Corp.
Toronto, Ontario, Canada
Legal matters: [email protected]
Support: [email protected]
General inquiries: [email protected]

For an intellectual property complaint, identify the work or right involved, the specific material and its location, your contact information, and the basis of your authority and complaint. We will assess notices under the law applicable to the Service and may request further information. A complaint does not automatically establish infringement.