Terms of Service.

These Terms of Service ("Terms") are a working draft of the agreement that will, once finalised, govern the relationship between SubZero, Inc. ("SubZero", "we", "us") and the individual or entity ("you", "Customer") that accesses or uses the SubZero website, applications, or APIs (the "Service"). The wording below is published for transparency and lawyer review and isnot yet binding; the effective Terms (and the mechanism for accepting them) will replace this draft once counsel review is complete.

1. Definitions

• Account — your registered access to the Service.
• Customer Data — data you or your end users submit to, or authorise the Service to ingest on your behalf.
• Documentation — the user guides and policies published at subzero.app.
• Order — an online checkout or order form referencing these Terms.
• Plan — the tier and features described at /pricing.

2. Eligibility and accounts

You must be at least 16 years old (or the age of digital consent in your jurisdiction). You are responsible for the accuracy of registration information, the security of your credentials, and all activity under your Account. Notify us at security@subzero.app of any unauthorised use. One Account per natural person; share a workspace, not a login.

3. The Service

Subject to these Terms and your Plan, SubZero grants you a non-exclusive, non-transferable, revocable right to access and use the Service for your internal business or personal use during the Subscription Term. The Service detects, benchmarks, and helps you cancel recurring software subscriptions you own or are authorised to manage. SubZero proposes actions; you remain the decision-maker. Cancellation guidance must be reviewed and completed with the vendor by you.

4. Plans, fees, and taxes

• Standard is provided free of charge and may be changed or discontinued on 30 days' notice.
• Pro is billed in advance at the recurring price shown at checkout (monthly). Fees are non-refundable except where required by law or expressly stated.
• You authorise us and Razorpay to charge your payment method for all fees and applicable taxes. If a charge fails, we may suspend the paid features after notice and a reasonable cure period.
• Any applicable taxes or payment documents will be shown at checkout. SubZero does not currently promise tax invoices.
• We may revise pricing on at least 30 days' notice; changes take effect at your next renewal.

5. Term, renewal, and cancellation

Paid subscriptions renew automatically for successive periods of equal length unless cancelled before the end of the then-current period. You can cancel at any time from Settings → Billing; access continues until the end of the paid period and no pro-rata refund is owed except where required by law. We may terminate or suspend your Account for material breach of these Terms (including non-payment, Acceptable Use violations, or legal compulsion), with notice and a cure period of at least 14 days where the breach is curable.

6. Acceptable use

You will not, and will not permit any third party to:

• Use the Service to cancel, alter, or access subscriptions you do not own or are not authorised to manage;
• Reverse engineer, decompile, scrape, or attempt to extract source code, except where this restriction is unenforceable by law;
• Resell, sublicense, or provide the Service as a service bureau without our written agreement;
• Upload malware, infringing material, or content that violates the rights of others or applicable law;
• Probe, attack, or interfere with the Service's security, integrity, or availability;
• Use the Service to build a competing product or to benchmark for publication without our prior written consent.

7. Customer Data and licence

As between the parties, you retain all rights in Customer Data. You grant SubZero a worldwide, non-exclusive, royalty-free licence to host, process, transmit, display, and otherwise use Customer Data solely to provide and improve the Service, prevent abuse, and comply with law. You represent that you have the rights and consents necessary to submit Customer Data to the Service.

We process Customer Data in accordance with our Privacy Policy and, where applicable, our Data Processing Addendum, which is incorporated by reference for customers subject to GDPR, UK GDPR, the India DPDP Act, or comparable laws.

8. Confidentiality

Each party will protect the other's non-public information disclosed under these Terms with the same care it uses for its own confidential information (and no less than reasonable care), use it only to perform under these Terms, and disclose it only to personnel with a need to know who are bound by confidentiality. Confidential Information does not include information that is public, independently developed, rightfully received from a third party, or required by law to be disclosed (with prompt notice where lawful).

9. Intellectual property

SubZero and its licensors retain all right, title, and interest in and to the Service, the Documentation, and all underlying software, models, and content, including all improvements and feedback you provide. No rights are granted other than those expressly stated in these Terms.

10. Beta features

Features designated as beta, preview, alpha, or experimental are provided "as is", may be modified or withdrawn at any time, and are excluded from any uptime or support commitments.

11. Warranties and disclaimers

We warrant that the Service will perform materially in accordance with the Documentation during your Subscription Term. Except as expressly stated, the Service is provided "as is" and "as available", and SubZero disclaims all other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. We do not warrant that the Service will be uninterrupted, error-free, or completely secure.

12. Indemnification

SubZero will defend you against third-party claims alleging that the Service, when used as permitted, infringes that third party's intellectual property rights, and pay damages and costs finally awarded or agreed in settlement. You will defend SubZero against third-party claims arising from your Customer Data, your breach of Section 6 (Acceptable Use), or your use of the Service in violation of law. The indemnified party must promptly notify the indemnifier, give sole control of the defence, and reasonably cooperate.

13. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, goodwill, or data, arising out of or relating to these Terms, even if advised of the possibility. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the fees paid or payable by you to SubZero for the Service in the 12 months preceding the event giving rise to the claim (or, for free Plans, US$100). The above limitations do not apply to: (a) breach of confidentiality; (b) indemnification obligations; (c) violation of the other party's intellectual property rights; or (d) liability that cannot be limited under applicable law.

14. Governing law and disputes

These Terms are governed by the laws of the State of Delaware, USA, excluding its conflict-of-laws rules and the UN Convention on Contracts for the International Sale of Goods. The state and federal courts located in Wilmington, Delaware have exclusive jurisdiction, except that either party may seek injunctive relief in any court of competent jurisdiction. Mandatory consumer-protection laws in your country of residence still apply.

15. Changes to the Service or these Terms

We may update the Service from time to time. We may modify these Terms on at least 30 days' notice (by email or in-product banner). If a change is materially adverse to you, you may terminate your paid subscription before the change takes effect for a pro-rata refund of prepaid, unused fees. Continued use after the effective date constitutes acceptance.

16. Miscellaneous

• Entire agreement. These Terms (together with any Order, the Privacy Policy, and the DPA) are the entire agreement between the parties on this subject matter.
• Assignment. You may not assign these Terms without our consent, except to a successor in connection with a merger, acquisition, or sale of substantially all of your assets. We may assign without restriction.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Severability and waiver. If any provision is held unenforceable, the rest remains in effect. No waiver is implied from a failure to enforce.
• Notices. To you: via the email associated with your Account. To us: legal@subzero.app.
• Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.

This is a strengthened working draft intended as a starting point for external counsel review. It is not legal advice and is not yet binding. The DRAFT label will be removed only when counsel-approved wording is published here and linked from in-product Settings.