These ZeroDev Supplemental Terms of Service (this “Agreement”) govern your use of the ZeroDev website or platform or any component thereof (the “Platform”) and the products, services and applications accessible via this Platform (the “Services”) and supplement the Terms of Service  available at: https://arbitrum.io/tos (as amended).

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT ANY CLAIMS YOU HAVE AGAINST OFFCHAIN LABS, INC. TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU MAY ONLY BRING CLAIMS AGAINST OFFCHAIN LABS, INC. IN YOUR INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; (2) ANY RELIEF YOU SEE, WHETHER MONETARY, INJUNCTIVE, OR DECLARATORY, MUST BE SOUGHT ON AN INDIVIDUAL BASIS; AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.

This Agreement is by and between Offchain Labs, Inc. a Delaware corporation ("Offchain") and the entity on whose behalf the individual accepting this Agreement accepts this Agreement ("Customer" or “you”). For the purposes of this Agreement, any individual who accepts this Agreement will be deemed to do so as a sole proprietor or as a representative of the entity, and not in their capacity as a private individual. In the event the individual accepting this Agreement is on behalf of an entity, such individual hereby represents and warrants that: (i) the entity is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into this Agreement and (ii) it is duly authorized by the entity on whose behalf it accepts this Agreement to accept this Agreement. Offchain and Customer may be referred to herein collectively as the "Parties" or individually as a "Party."

This Agreement is effective as of the earliest date to occur on which you first access the Services, check a box or click a button acknowledging your acceptance of this Agreement or you execute an Order that incorporates this Agreement by reference (the "Effective Date"). As of the Effective Date, you agree to be bound by this Agreement, the ZeroDev Privacy Policy, and the Terms of Service. If there is any conflict between the Terms of Service and this Agreement, this Agreement will prevail.

If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at info@offchainlabs.com

1. Definitions

1.1 “Account Data” means the information (including personal information) about your and Authorized Users’ use of the Services, which is processed in accordance with the ZeroDev Privacy Policy. For example, Account Data includes login data and related usage data. Account Data is not User Content, and the ZeroDev Privacy Policy does not apply to User Content.

1.2 "Authorized User" means Customer's employees, consultants, contractors, and agents: (i) who are authorized by Customer to access and use the Platform under this Agreement; and (ii) for whom access to the Platform has been provided hereunder.

1.3 "Derivative Data" means data and information related to or derived from User Content or Customer's use of the Platform that has been aggregated and/or anonymized by Offchain.

1.4 "Documentation" means the end user documentation relating to the Platform available at https://docs.zerodev.app (as amended).

1.5 “End User” means a third-party individual or entity that utilizes or accesses applications you provide or create using the Services.

1.6 "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, availability or use of any data processed thereby.

1.7 "Order" means: (i) a purchase order, order form, statement of work or other ordering document entered into by the Parties that incorporates this Agreement by reference; or (ii) if Customer registered for the Platform through Offchain’s online ordering process, the results of such online ordering process.

1.8 "Personal Information" means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located, including without limitation all data considered "personal data", "personally identifiable information", or something similar under applicable laws, rules, or regulations relating to data privacy.

1.9 "Professional Services" means training, migration, implementation, integration, or other professional services that are memorialized in writing in an Order and provided to Customer in connection with its use of the Platform hereunder.

1.10 “Restricted Data” means data containing card holder data as defined in the Payment Cards Industry Data Security Standard; technology restricted for export under International Traffic in Arms Regulations, including information of the type catalogued on the U.S. Munitions List.

1.11 "Sensitive Data" means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in the Health Insurance Portability and Protection Act, as amended ("HIPAA"); (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver's license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children's Online Privacy Protection Act ("COPPA") or the Gramm-Leach-Bliley Act ("GLBA"), in each case as amended, or related rules or regulations; or (vi) any data similar to the above protected under applicable laws, rules, or regulations.

1.12 "Offchain IP" means the Platform, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. Customer acknowledges that Offchain owns all right, title, and interest, including all intellectual property rights, in and to the Offchain  IP. For the avoidance of doubt, Offchain IP includes Derivative Data and any information, data, or other content derived from Offchain’s provision of the Platform but does not include User Content.

1.13 "Subscription Period" means the time period identified on the Order during which Customer's Authorized Users may access and use the Platform.

1.14 "Third-Party Products" means any third-party products provided with, integrated with, or incorporated into the Platform.

1.15 "Usage Limitations" means the usage limitations set forth in this Agreement, the Documentation, and the Order, including without limitation any limitations on the number of Authorized Users (if any), and the applicable product, pricing, and support tiers agreed-upon by the Parties.

1.16 "User Content" means User Content as defined in the Terms of Service, in addition to information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform on behalf of Customer or any End Users; provided that, for purposes of clarity, User Content as defined herein does not include Account Data, Restricted Data, or any Derivative Data.

2. Access and Use      

2.1 Provision of Access. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including, without limitation, the Usage Limitations, Customer may, solely through its Authorized Users, access and use the Platform during the Subscription Period on a non-exclusive, non-transferable, and non-sublicensable basis. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the Order. Each Authorized User must have its own unique account on the Platform and Authorized Users may not share their account credentials with one another or any third party. Customer will be responsible for all of the acts and omissions of its Authorized Users in connection with this Agreement and for all use of Authorized Users' accounts.      

2.2 Documentation License. Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, Offchain hereby grants to Customer a non-exclusive, non-transferable, and non-sublicensable license to use the Documentation during the Subscription Period solely for Customer's internal business purposes in connection with its use of the Platform.      

2.3 Use Restrictions. Customer shall not use the Platform for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized User or third party to: (i) copy, modify, or create derivative works of any Offchain IP, whether in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Platform, in whole or in part; (iv) remove any proprietary notices from any Offchain IP; (v) use any Offchain IP in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) access or use any Offchain IP for purposes of competitive analysis of Offchain or the Platform, the development, provision, or use of a competing software service or product, or any other purpose that is to Offchain's detriment or commercial disadvantage; (vii) bypass or breach any security device or protection used by the Platform or access or use the Platform other than by an Authorized User through the use of valid access credentials; (viii) input, upload, transmit, or otherwise provide to or through the Platform any information or materials, including User Content, that are unlawful or injurious or that infringe or otherwise violate any third party's intellectual property or other rights, or that contain, transmit, or activate any Harmful Code; (ix) use any Offchain IP for any activity where use or failure of the Offchain IP could lead to death, personal injury, or environmental damage or (x) store or process any Restricted Data within or in connection with the Services.    

2.4 Reservation of Rights. Offchain reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Offchain IP.      

2.5 Suspension. Notwithstanding anything to the contrary in this Agreement, Offchain may suspend Customer's, any Authorized User's or any End User’s access to any portion or all of the Platform if: (i) Offchain reasonably determines that (a) there is a threat or attack on any of the Offchain IP; (b) Customer's, any Authorized User's or any End User’s use of the Offchain IP disrupts or poses a security risk to the Offchain IP or to any other customer or vendor of Offchain; (c) Customer, any Authorized User or any End User is using the Offchain IP for fraudulent or illegal activities; (d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; (e) Offchain's provision of the Platform to Customer, any Authorized User or End User is prohibited by applicable law; (f) due to the abusive practices of Customer, any Authorized User or any End User; or (g) any User Content submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Platform may infringe or otherwise violate any third party's intellectual property or other rights; (ii) any vendor of Offchain has suspended or terminated Offchain's access to or use of any Third-Party Products required to enable Customer to access the Platform; or (iii) in accordance with Section 6.1 (any such suspension described in subclauses (i), (ii), or (iii), a "Service Suspension"). Offchain shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access (if applicable) to the Platform following any Service Suspension. Offchain shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Offchain will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.      

2.6 Derivative Data. Notwithstanding anything to the contrary in this Agreement, Offchain may monitor Customer's use of the Platform and collect and compile Derivative Data. As between Offchain and Customer, all right, title, and interest in Derivative Data, and all intellectual property rights therein, belong to and are retained solely by Offchain. Customer acknowledges that Offchain may compile Derivative Data based on User Content input into the Platform. Notwithstanding anything to the contrary in this Agreement, Customer acknowledges that Offchain may use and disclose Derivative Data for any lawful purpose.      

2.7 Open Source Components. Certain aspects of the Platform may contain or be distributed with open source software code or libraries ("Open Source Components"). To the extent required by the license applicable to such Open Source Components: (i) Offchain will use reasonable efforts to deliver to Customer any notices or other materials (such as source code); and (ii) the terms of such licenses will apply to such Open Source Components in lieu of the terms of this Agreement. To the extent the terms of such licenses prohibit any of the restrictions in this Agreement with respect to any particular Open Source Component, such restrictions will not apply to such Open Source Component. To the extent the terms of such licenses require Offchain to make an offer to provide source code or related information in connection with the Open Source Component, such offer is hereby made. For purposes of clarity, Open Source Components are Third-Party Products.

2.8 Beta Features. From time to time, certain non-final or in-development features, products, applications, software, website pages, interfaces, or services, and/or offerings (collectively, “Beta Features”) may be made available through the Services. These Beta Features may be labeled as “Alpha,” “Beta,” or may not be labeled at all. Beta Features will be considered the Confidential Information of Offchain. YOU MAY USE BETA FEATURES SOLELY FOR INTERNAL EVALUATION PURPOSES SUBJECT TO ANY APPLICABLE FEES. OFFCHAIN PROVIDES ALL BETA FEATURES ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, AND MAY TERMINATE OR SUSPEND THE AVAILABILITY OF ANY BETA FEATURES AT ANY TIME. Notwithstanding anything in this Agreement to the contrary, Offchain makes no commitments with respect to any Beta Features, including any commitment to maintain the availability of such Beta Feature, or otherwise with respect to support, service levels, security, compliance, or privacy. You acknowledge that Beta Features are not ready for production usage, may contain bugs, errors, defects, and vulnerabilities, and that your use of any Beta Feature is at your own risk. Notwithstanding anything to the contrary under this Agreement, Offchain disclaims all liability and responsibility for any damages, losses, claims, or causes of action related to or in connection with any and all  Beta Features. Your use of any Beta Features is at your own risk, may be subject to additional requirements, and may assist the Offchain in researching, analyzing, and validating existing or prospective programs, products and/or tools.

3. Customer Responsibilities      

3.1 Third-Party Products. Offchain may from time to time make Third-Party Products available to Customer or Offchain may allow for certain Third-Party Products to be integrated with the Platform to allow for the transmission of User Content from such Third-Party Products into the Platform. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Offchain is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. By authorizing Offchain to transmit User Content from Third-Party Products into the Platform, Customer represents and warrants to Offchain that it has all right, power, and authority to provide such authorization.      

3.2 Customer Control and Responsibility. Customer has and will retain sole responsibility for: (i) all User Content, including its content and use; (ii) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Platform; (iii) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party platforms or service providers ("Customer Systems"); (iv) the security and use of Customer's and its Authorized Users' access credentials; and (v) all access to and use of the Platform directly or indirectly by or through the Customer Systems or its or its Authorized Users' access credentials, with or without Customer's knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

3.3. Usage of Certain Products. Customer acknowledges and agrees that the Platform and/or certain Services may enable Customer and/or Customer's End Users to provide an instruction or expression of a desired operation or outcome designated or encoded through smart-contract logic by the executor responsible for defining such operation (such instruction or expression, an "Intent"). Customer further acknowledges and agrees that Offchain does not execute, process, transmit, settle, safeguard, or deliver any related transaction or asset related to such Intent, nor does Offchain fulfill, guarantee fulfillment, or otherwise effectuate any Intent expressed through the Platform, Services or any component thereof.

3.4 Product Specific Terms. Customers of certain products are subject to the terms set forth in Exhibit A.

4. Support

Offchain will use commercially reasonable efforts to respond to any issues or support requests relating to the Platform submitted via e-mail support@zerodev.app or such other communication platforms as agreed upon by the parties.

5. Professional Services
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Offchain will perform Professional Services as described in an Order, if applicable. Customer will provide Offchain all reasonable cooperation required for Offchain to perform such Professional Services, including without limitation timely access to any reasonably required Customer materials, information, or personnel. Subject to any limitations identified in an Order, Customer will reimburse Offchain's reasonable travel and lodging expenses incurred in providing Professional Services. To the extent the Professional Services result in any software code or other tangible work product ("Work Product"), all such Work Product will remain owned solely and exclusively by Offchain and may be used by Customer solely in connection with Customer's authorized use of the Platform under this Agreement.

6. Fees and Taxes      

6.1 Fees. The Platform may be provided for a fee or other charge. Customer shall pay Offchain the fees ("Fees") identified in the Order without offset or deduction at the cadence identified in the Order (e.g., monthly or annually) and upfront or in arrears as set forth in the Order. Subject to any specific exception provided for herein, fees paid by Customer are non-refundable. Customer shall make all payments hereunder in US dollars by ACH or credit or debit card payment via the link provided in the applicable invoice to such account as Offchain may specify in writing from time to time, or by another mutually agreed-upon payment method. If Customer pays online via credit or debit card, Customer agrees to be bound by then applicable Stripe, Inc. Services Agreement available at https://stripe.com/us/legal. If Customer fails to make any payment when due, and Customer has not notified Offchain in writing within ten days of the payment becoming due and payable that the payment is subject to a good faith dispute, without limiting Offchain' other rights and remedies: (i) Offchain may charge interest on the undisputed past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Offchain for all reasonable costs incurred by Offchain in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten days or more, Offchain may suspend Customer's and its Authorized Users' access to all or any part of the Platform until such amounts are paid in full.

6.2 End-User Fees. Offchain may from time to time offer Services which allow for related Fees to be collected from End Users. While you are responsible for the Fees, you may direct us to collect said fees directly from your End Users; in such case, you represent and warrant you have made and will continue to make all necessary disclosures to End Users and have and will continue to comply with all applicable law, in each case in regards to such collection.      

6.3 Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Offchain' income.

7. Confidential Information      

7.1 Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information.      

7.2 Duty. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that, if permissible by law, the Party making the disclosure pursuant to the order shall first have given written notice to the other Party to allow such Party to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of this Agreement to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.      

7.3 Effects of Termination/Expiration. Each Party's obligations of non-use and non-disclosure with regard to Confidential Information are effective as of the Effective Date and and will expire three (3) years from the date of termination or expiration of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

8. Data Security and Processing      

8.1 User Content.  As between you and Offchain, you own and retain all right, title, and interest in and to User Content. Customer hereby grants to Offchain a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the User Content and perform all acts with respect to the User Content as may be necessary for Offchain to provide the Platform, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display User Content incorporated within the Derivative Data. Customer may export the User Content at any time through the features and functionalities made available via the Platform. You represent and warrant that you have obtained and will obtain and continue to have all necessary rights, authority, consents, and licenses for the access to and use of User Content (including any personal data provided or otherwise collected pursuant to your privacy policy). In addition, you represent and warrant that Offchain’s access or receipt of User Content in accordance with this Agreement will not violate any applicable laws, rules, or regulations or cause a breach of any agreement or obligations between you and any third party.      

8.2 Security Measures. Offchain will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect User Content (including Personal Information) from unauthorized access, use, alteration, or disclosure. However, Customer is responsible for the accuracy, legality, and appropriateness of User Content, and for adequate security, protection and backup of User Content when in Customer’s possession or control.      

8.3 Processing of Personal Information; No Sensitive Data. Offchain's rights and obligations with respect to Account Data that it collects are set forth in the following Privacy Policy: https://zerodev.app/privacy-policy. Notwithstanding the foregoing, Customer acknowledges and agrees that: (i) the Platform is not designed to store Sensitive Data or Restricted Data; and (ii) Customer will not use the Platform to store Sensitive Data or Restricted Data and will not submit, post, or otherwise transmit through the Platform any User Content that includes or constitutes Sensitive Data or Restricted Data.

8.4. Intellectual Property. Each of Offchain and Customer retains their respective right, title, and interest in their respective intellectual property. Nothing in this Agreement shall create nor be construed as an assignment or transfer of any rights of a party's intellectual property to the other beyond the rights expressly described in the Agreement.

9. Subscription Period and Termination      

9.1 Subscription Period. The initial term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to this Agreement's express provisions, will continue in effect for the period identified in the Order (the "Initial Subscription Period"). This Agreement will automatically renew for additional successive terms equal to the length of the Initial Subscription Period unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (each a "Renewal Subscription Period" and together with the Initial Subscription Period, the "Subscription Period").      

9.2 Termination. In addition to any other express termination right set forth in this Agreement:  
       
(a) Offchain may terminate this Agreement: (i) if Customer fails to pay any amount when due hereunder, and such failure continues more than ten days after Offchain's delivery of written notice thereof; (ii) if Customer materially breaches any of its obligations under this Agreement or the Terms of Service which remains uncured for at least 30 calendar days (if capable of cure) or if a continued relationship with Customer would cause material harm to the reputation of Offchain; or (iii) upon 14 days’ notice with a pro-rated refund of any Fees paid for the remaining portion of the Term;          
(b) Customer may terminate this Agreement, effective on written notice to Offchain, if Offchain materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for 30 calendar days after the delivery of written notice of such breach; or          
(c) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.      

9.3 Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement or the termination of your use of the Platform, Customer shall immediately discontinue use of the Services and Confidential Information, and Customer shall delete, destroy, or return all Confidential Information and certify in writing of such destruction. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.      

9.4 Survival. Any section which is intended to survive the expiration or termination of this Agreement shall so survive. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.

10. Miscellaneous      

10.1 Amendment and Modification. Offchain may change this Agreement (except for any Orders) from time to time at its discretion. The date on which the Agreement was last modified will be updated at the top of this Agreement. If Customer accesses or uses the Services after the effective date of the revised Agreement, such access and use will constitute Customer's acceptance of the revised Agreement, if Customer enters into a new Order with Offchain, as of the date of execution of such Order.      

10.2 Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 7 or, in the case of Customer, Section 2.3, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.      

10.3 Publicity.  Customer grants to Offchain a limited, non-exclusive, royalty-free license to use Customer's name, tradename, logo, and any other associated intellectual property (collectively, "Customer's Marks") to identify Customer as a user of the Services and may use Customer's name, logo, and other trademarks in Offchain's customer list, marketing content, press releases, tweets, blog posts, advertisements, and website (and all use thereof and goodwill arising therefrom shall inure to the sole and exclusive benefit of Customer). Offchain’s rights to use Customer's Mark shall survive the termination or expiration of any Order or this Agreement.

10.4. Export & Trade Controls. The Services should be treated as subject to the U.S. Export Administration Regulations (“EAR”). Any export, reexport, or transfer of Offchain’s products, software, and technologies may require an export license from the U.S. government. You represent and warrant that (i) you will comply with all applicable export control laws and ensure that neither the Services nor User Content, nor any technical data related thereto is exported or re-exported in violation of U.S. export control laws or used for any purposes prohibited by such laws; (ii) you are not, and likewise are not owned or controlled by individuals or entities that are, the subject of any sanctions or export controls whether administered or enforced by the U.S. government (e.g., Treasury Department’s Office of Foreign Assets Control); the European Union or any member state thereof; the United Kingdom, or other relevant sanctions or export control authority (clauses (i) and (ii), collectively, “Trade Controls”), including by being located in a country or region that is the subject of comprehensive sanctions, including Cuba, Iran, North Korea, Syria, the restricted regions of Ukraine, and any others added in future (such individuals or entities each being a “Restricted Person”); (iii) you will maintain policies and procedures to ensure your compliance with Trade Controls, and all other applicable laws (including bribery, corruption, anti-money laundering, and counter-terrorist financing); (iv) you, and anyone working on your behalf, will not use, or permit others to use, the Services to transact with any Restricted Person, or in violation of Trade Controls or applicable laws; and (v) you will not, and will not permit others to, pay for or interact with the Services using funds or other assets from any transaction in which any Restricted Person has any interest or that would be prohibited by Trade Controls, or other applicable laws. You will notify Offchain within 24 hours of discovering that you or an End User has violated any requirements set forth above.
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Exhibit A

Product-Specific TermsZeroDev Wallet These Wallet Terms ("Wallet Terms") apply to customers of the ZeroDev Wallet (the “ZD Wallet”) and the key management services (also known as KMS) provided by Turnkey (the “Turnkey Services”). If there is any conflict between the Wallet Terms and the Agreement or the Terms of Service, these Wallet Terms will prevail.
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Acceptance of Policies
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Policies.

By using the Turnkey Services, you agree to comply with and be bound by the terms of service, privacy policy, and other documentation (including implementation instructions) of Turnkey Global, Inc. (such party, “Turnkey” and such policies, the “Turnkey Policies”) including as set forth at https://www.turnkey.com/legal/terms.html. You acknowledge that you have read and understood the Turnkey Policies and that they may differ from Offchain’s own terms and policies. You are solely responsible for reviewing the Turnkey Policies before accessing or using any portion of the Turnkey Services. If you do not agree to the Turnkey Policies, you must not use the Turnkey Services.
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Acceptance by End Users.

You acknowledge that as a condition of using the Services, you must obtain acceptance by your End Users of the Turnkey Policies and any relevant restrictions set forth in the Terms of Services, this Agreement and in the Wallet Terms. You and your End Users will be collectively referred to herein as “Covered Users”.

Use of ZeroDev Wallet
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Security and Credentials. Covered Users will be required to create or use one or more authentication credentials (such as API key credentials, hardware authentication devices, or any other codes, keys or secrets) (the “Authentication Credentials”) to access and control the ZD Wallet. Each Covered User is responsible for protecting and securely storing its Authentication Credentials and its email account. Each Covered User is responsible for providing a correct email address. Neither Offchain or Turnkey are responsible for loss of access to or failure to properly secure such email address and/or account, including without limitation, any unauthorized access, hacks or malicious attempts or phishing scams deployed to obtain access to private keys via the email address associated with such Covered User. Each Covered User is responsible for backing up its Authentication Credentials, and each Covered User agrees that it will use reasonable means to secure hardware and software used to access the ZD Wallet (including Authentication Credentials) in accordance with customary security protocols and the Turnkey Policies. Any unauthorized access to an email or Authentication Credentials of a Covered User known or suspected must be communicated to us immediately. Each account for access to and use of the Turnkey Services is intended to be  accessed and used by the specific Covered User for whom such account was created. You are responsible for informing your End Users of these restrictions.
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Key Export. The Turnkey Services may feature the ability to export a copy of the private keys generated by or contained within the Turnkey Services for use with another software-based wallet provider (“Key Export”). We strongly recommend that you enable Key Export for your End Users and recommend to your End Users that they use Key Export in connection with the account set up process; if your End Users do not export their private keys, then if Turnkey, Offchain or Your dApp (as defined below) suddenly go offline or cease offering the ZD Wallet or the Turnkey Services permanently for any reason, your End Users could potentially lose control and access to the digital assets associated with the exported private keys forever. Your End Users are solely responsible and liable for their exported private key copy, and you are solely responsible for requiring your End Users to acknowledge that they are solely responsible and liable for their exported private key copy. IF AN END USER LOSES ACCESS TO THEIR EXPORTED PRIVATE KEY COPY, OFFCHAIN AND TURNKEY HAVE NO ABILITY TO ASSIST THEM IN RETRIEVING OR ACCESSING THE EXPORTED PRIVATE KEY COPY. IF OFFCHAIN CEASES PROVIDING THE ZD WALLET OR TURNKEY CEASES PROVIDING THE TURNKEY SERVICES, ANY DIGITAL ASSETS ASSOCIATED WITH THE LOST EXPORTED PRIVATE KEY COPY MAY BECOME PERMANENTLY INACCESSIBLE. You are responsible for informing your End Users that if they lose access to their exported private key copy, Offchain and Turnkey have no ability to assist them in retrieving or accessing the exported private key copy, and if Offchain or Turnkey ceases providing the Services or the Turnkey Services, any digital assets associated with the exported private key copy may become permanently inaccessible. Following Key Export, neither Offchain nor Turnkey shall have responsibility for or liability in connection with any exported private key copy, the associated wallet or the digital assets contained therein, including without limitation, for signing of transactions, any failure by your End Users to properly secure exported private keys, or any unauthorized access, hacks or malicious attempts or phishing scams deployed to obtain access to the exported private key copy held outside of the Services, devices or accounts containing exported private keys. EACH COVERED USER SHALL HOLD OFFCHAIN AND TURNKEY HARMLESS FOR ANY LIABILITY RELATED TO KEY EXPORT. FOR THE AVOIDANCE OF DOUBT, YOU ARE RESPONSIBLE FOR INFORMING YOUR END USERS THAT THEY ARE SOLELY RESPONSIBLE FOR KEY EXPORT AND SHALL HOLD TURNKEY AND OFFCHAIN HARMLESS FOR ANY LIABILITY RELATED TO KEY EXPORT.

Key Import. The Turnkey Services may feature the ability to import the private keys generated with another software-based wallet provider for use within the ZD Wallet (“Key Import”). In the event that Offchain makes available Key Import functionality via the Turnkey Services, you will enable Key Import functionality strictly in accordance with the Turnkey Policies, including relevant technical documentation. In addition, each Covered User is solely responsible for the security of the seed phrase or Authentication Credentials associated with the imported wallet and/or private key that are stored outside of the ZD Wallet. NEITHER TURNKEY NOR OFFCHAIN SHALL HAVE RESPONSIBILITY FOR OR LIABILITY IN CONNECTION WITH AN IMPORTED PRIVATE KEY OR WALLET, AND/OR THE DIGITAL ASSETS CONTAINED THEREIN, INCLUDING WITHOUT LIMITATION, ANY USE OF THE PRIVATE KEY OR WALLET OUTSIDE THE ZD WALLET, ANY FAILURE BY A COVERED USER TO PROPERLY SECURE THEIR SEED PHRASE, HARDWARE DEVICE, SOFTWARE DEVICE OR OTHER PRIVATE KEY AND/OR WALLET PLATFORM OR PROVIDER, NOR, SHALL TURNKEY OR OFFCHAIN HAVE ANY LIABILITY OR RESPONSIBILITY IN CONNECTION WITH ANY UNAUTHORIZED ACCESS, HACKS OR MALICIOUS ATTEMPTS OR PHISHING SCAMS DEPLOYED TO OBTAIN ACCESS TO PRIVATE KEYS OR WALLETS DURING THE KEY IMPORT PROCESS AND/OR DEVICES OR ACCOUNTS CONTAINING KEY ACCESS CREDENTIALS OUTSIDE OF THE ZD WALLET.  EACH COVERED USER SHALL HOLD OFFCHAIN AND TURNKEY HARMLESS FOR ANY LIABILITY RELATED TO KEY IMPORT, AND, FOR THE AVOIDANCE OF DOUBT, YOU ARE RESPONSIBLE FOR INFORMING YOUR END USERS THAT THEY ARE SOLELY RESPONSIBLE FOR KEY IMPORT AND SHALL HOLD TURNKEY AND OFFCHAIN HARMLESS FOR ANY LIABILITY RELATED TO KEY IMPORT.
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Change in Service Offering. The ZD Wallet and the Turnkey Services are made available via an integration between Offchain and Turnkey. In the event of a termination of this relationship, Turnkey will have no obligation or responsibility with respect to any private keys or to otherwise provide any of the Turnkey Services other than to make available the Key Export functionality for a limited period of time. In our sole discretion, we may offer alternate key management services following the termination of the relationship with Turnkey. If applicable, we will provide instructions on how to transition to the alternate key management services.
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Indemnity. Without limiting anything in the Terms of Service or the Agreement, to the extent permitted under applicable law, you agree to indemnify and hold harmless Offchain and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees (collectively “Losses”) arising out of or relating to a third party claim (including by any End User) arising from the use or misuse (including misuse by your End Users) of any service or application you develop, provide or make available, directly or indirectly, through the use of the Turnkey Services and ZD Wallet or arising from a breach of these Wallet Terms.
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Use Restrictions. You will not, you will require your End Users to not and you shall not encourage or authorize others to:
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Use, display, mirror or frame the Turnkey Services or any individual element within the Turnkey Services outside the scope of this Agreement and Wallet Terms;
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Use Turnkey’s name, any trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Turnkey’s express written consent;
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Access, tamper with, or use non-public areas of the Turnkey Services, Turnkey’s computer systems, or the technical delivery systems of Turnkey’s providers;
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Attempt to probe, scan or test the vulnerability of any Turnkey system or network or breach any security or authentication measures unless otherwise agreed in writing in advance;
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Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Turnkey or any of Turnkey’s providers or any other third party (including another user) to protect the Turnkey Services;
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Attempt to access or search the Turnkey Services or download content from the Turnkey Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Turnkey or other generally available third-party web browsers;
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Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation through the Turnkey Services;
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Use any meta tags or other hidden text or metadata utilizing a Turnkey trademark, logo URL or product name without Turnkey’s express written consent;
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Use the Turnkey Services, or any portion thereof, in any manner not permitted by this Agreement;
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Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Turnkey Services;
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Unless otherwise agreed in writing in advance, use or access the Turnkey Services for purposes of monitoring the availability, performance, or functionality of any of Turnkey’s products and services or for any other benchmarking purposes;
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Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Turnkey Services to send altered, deceptive or false source-identifying information;
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Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Turnkey Services;
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Intentionally interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Turnkey Services;
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Collect or store any personally identifiable information from the Turnkey Services from other users of the Turnkey Services without their permission or contrary to applicable laws;

or Violate any applicable law, rule or regulation.

Representations and Warranties. Any application or service you create (“Your dApp”) will at all times be in compliance with all applicable laws and regulations (including privacy laws and regulations), and you shall have obtained and will maintain all required permits, licenses, registrations and/or regulatory approvals for Your dApp.

Acknowledgement of Risks
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Digital Asset Ownership. You (and your End Users, as applicable) shall bear all risk of loss of digital assets. Offchain shall have no liability for digital asset fluctuations. None of the digital assets used in connection with the Turnkey Services or the ZD Wallet are the property of, or shall or may be loaned or transferred to, Offchain; Offchain does not represent or treat digital assets associated with private keys generated through a Covered User’s use of the ZD Wallet as belonging to Offchain. Offchain does not have the ability to withdraw, transfer, buy, or sell a Covered Users’ digital assets.
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Protocol Changes. Offchain and Turnkey assume no responsibility for the operation of the underlying blockchain protocols and are not able to guarantee the functionality or security of protocol operations. In particular, the underlying protocols may be subject to sudden changes in operating rules, such as those commonly referred to as “forks.” Any such operating changes may materially affect the availability, value, functionality, or the name of the digital assets you own. Offchain does not control the timing and features of these material operating changes. In the event of any such operational change, Offchain reserves the right to take such steps as may be necessary to protect the security and safety of the ZD Wallet, including temporarily suspending operations for the involved asset(s), and other necessary steps. Offchain will use commercially reasonable efforts to provide you with notice of its response to any material operating change to a protocol; however, such changes are outside of Offchain’s control and may occur without notice. Offchain’s response to any material operating change is subject to its discretion and includes deciding not to support functionality associated with any underlying protocol. You acknowledge and accept the risks of operating changes to digital asset protocols and agree that Offchain is not responsible for such operating changes and not liable for any loss of value or missed rewards you may experience as a result of such changes in protocol operating rules.
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Unsupported Networks. The Turnkey Services may not support curve encryption formats necessary for private key generation for certain networks. Under no circumstances should your End Users store, send, request, or receive any assets on Networks with curve encryption formats that the Turnkey Services do not support. Offchain assumes no responsibility in connection with any attempt to use the Turnkey Services with networks and/or curve encryption formats that are not supported. You acknowledge and agree that Offchain is not liable for any digital asset that is sent to a wallet on an unsupported Network or curve encryption format. You are responsible for informing your End Users of these limitations.
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Risks Inherent in Cryptographic Systems. You acknowledge there are inherent risks associated with cryptographic systems and networks, digital assets, smart contract-based tokens and systems that interact with the networks, and are  no guarantees of the functionality, security, or availability of such networks. Neither Offchain nor Turnkey own or control any of the underlying software for the networks. In general, the software underlying networks is open source, such that anyone can use, copy, modify, and distribute it.
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No Custodial Relationship. You acknowledge that you understand the risks associated with digital assets. You acknowledge that Offchain is not your or your End Users’ broker, intermediary, agent, advisor, or custodian, and Offchain does not have a fiduciary relationship or obligation to you or your End Users regarding any of your decisions or activities when using private keys or the Turnkey Services. Offchain does not have access to any End User private keys via the Turnkey Services. Offchain is not responsible for any activities that your End Users engage in when using their private keys. Offchain does not issue, buy, sell, transfer, or custody digital assets nor does Offchain facilitate or make any recommendations related to, whether directly or indirectly, the issuance, purchase, or sale of any digital assets. Title to and control over digital assets shall at all times remain with the End User and shall not transfer to Offchain. Offchain does not have the ability to withdraw, transfer, buy, or sell digital assets in connection with its Services.
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No Registration. Offchain is not registered with the U.S. Securities and Exchange Commission or with any state, federal, or international regulator, nor is it a financial institution, money services business or money transmitter. You acknowledge (and shall require your End Users to acknowledge) that digital assets are not subject to protections or insurance provided by the Federal Deposit Insurance Corporation or the Securities Investor Protection Corporation.
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Information Purposes Only. For the avoidance of doubt, the ZD Wallet does not include, nor does Offchain provide, financial, investment, tax, legal, regulatory, accounting, business, or other advice, and you are responsible for determining whether any development, investment, investment strategy, or related transaction is appropriate for you based on your personal investment objectives, financial circumstances, and risk tolerance. Information provided by Offchain on Offchain’s website or otherwise (including links to any third-party sites or communications with Offchain representatives) does not constitute investment advice, financial advice, trading advice, legal advice, tax advice or any other sort of advice or recommendation, and you should not treat it as such. Offchain does not recommend that any digital asset should be bought, earned, sold, or held by you. Offchain will not be held responsible for the decisions you make to buy, sell, or hold any digital asset based on the information provided by Offchain.
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Disclaimer. YOU ACKNOWLEDGE AND AGREE THAT NEITHER OFFCHAIN NOR TURNKEY HAS ACCESS TO ANY RAW PRIVATE KEYS, AND NEITHER OFFCHAIN NOR TURNKEY MAY UNILATERALLY MOVE A COVERED USERS’ ASSETS. OFFCHAIN IS NOT RESPONSIBLE FOR ACCESS TO YOUR ACCOUNT OR AUTHENTICATION CREDENTIALS DUE TO A SECURITY FAILURE BY YOU. UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, OFFCHAIN HEREBY DISCLAIMS ANY AND ALL LIABILITY AND RESPONSIBILITY FOR OR IN CONNECTION WITH YOUR ACCOUNT, PRIVATE KEYS, AUTHENTICATION CREDENTIALS, AND ANY DIGITAL ASSETS, TRANSACTIONS, OR SIGNATURE REQUESTS, AND DIRECT OR INDIRECT USE OF THE ZD WALLET OR TURNKEY SERVICES. OFFCHAIN DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO THE MANAGEMENT OF THE EXPORTED PRIVATE KEY COPY AND ANY DIGITAL ASSETS LOST DUE TO MANAGEMENT OF SUCH EXPORTED PRIVATE KEY COPY. THE APPLICABLE COVERED USER WILL BE RESPONSIBLE FOR THE MANAGEMENT OF THE EXPORTED PRIVATE KEY COPY (AND DIGITAL ASSETS ASSOCIATED THEREWITH) AND FOR KEEPING SUCH PRIVATE KEY COPY SECURE, AND OFFCHAIN WILL NOT ASSIST THEM WITH STORING, USING, MANAGING OR SECURING THE EXPORTED PRIVATE KEY COPY. YOU ACKNOWLEDGE THAT, IF AN END USER LOSES ACCESS TO SUCH EXPORTED PRIVATE KEY COPY, OFFCHAIN HAS NO ABILITY TO ASSIST THEM IN RETRIEVING OR ACCESSING THE EXPORTED PRIVATE KEY COPY AND ANY DIGITAL ASSETS ASSOCIATED WITH THE EXPORTED PRIVATE KEY COPY MAY BECOME PERMANENTLY INACCESSIBLE. OFFCHAIN IS NOT RESPONSIBLE FOR AND WILL NOT PROVIDE ANY SUPPORT OR CUSTOMER SERVICE RELATED TO THE USE OF THE EXPORTED PRIVATE KEY COPY WITH ANY OTHER WALLET SOFTWARE OR HARDWARE, AND OFFCHAIN MAKES NO REPRESENTATION THAT ANY OTHER SOFTWARE OR HARDWARE WILL BE COMPATIBLE WITH THE EXPORTED PRIVATE KEY COPY AFTER EXPORT. OFFCHAIN SHALL HAVE NO LIABILITY WHATSOEVER WITH RESPECT TO THE EXPORTED PRIVATE KEY COPY. YOU ARE RESPONSIBLE FOR INFORMING YOUR END USERS OF THESE LIMITATIONS. OFFCHAIN DOES NOT GUARANTEE THAT THE ZD WALLET WILL BE FREE FROM UNAUTHORIZED ACCESS, CYBERATTACKS, OR FRAUDULENT ACTIVITY. OFFCHAIN SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED OR FRAUDULENT COMMUNICATIONS TRANSMITTED THROUGH THE ZD WALLET.