Terms of Service

1. Agreement to Terms

These Terms of Service (“Terms”) are a binding legal agreement between you (“you,” “Customer,” or “Expert,” as applicable) and Cero Labs, Inc., a Delaware corporation (“Cero Labs,” “we,” “us,” or “our”). By accessing or using our website (cerolabs.ai, app.cerolabs.ai), API, MCP server, SDKs, CLI, skill packages, or other products and services (collectively, the “Services”), you agree to be bound by these Terms and our Privacy Policy.

If you are using the Services on behalf of an entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not agree to these Terms, do not use the Services.

2. Nature of the Services — Cero Labs is a Matching Platform

Cero Labs operates a technology platform that matches Customers seeking expert review with independent, qualified third-party professionals (Experts). Cero Labs provides the routing, infrastructure, and workflow that connects these parties.

Cero Labs is NOT:

• A medical provider, healthcare professional, or clinical decision support system
• A law firm, legal service provider, or provider of legal advice
• A registered investment adviser, financial adviser, accountant, or tax professional
• A licensed professional in any field
• The employer of the Experts

Cero Labs does not provide medical, legal, financial, tax, clinical, or any other form of professional advice. All substantive work product, opinions, recommendations, and advice are provided by independent Experts acting in their own professional capacity and subject to their own professional licensing, ethical, and regulatory obligations.

You acknowledge that no Expert-Customer relationship, attorney-client relationship, physician-patient relationship, fiduciary relationship, or similar professional relationship is created between you and Cero Labs. Any such relationship is exclusively between you and the Expert, subject to applicable law.

3. Eligibility and Accounts

You must be at least 18 years old and legally capable of entering into binding contracts to use the Services. You are responsible for maintaining the confidentiality of your account credentials (including API keys and portal tokens) and for all activity that occurs under your account. Notify us immediately at contact@cerolabs.ai if you suspect unauthorized use.

4. The Expert Network

Experts are independent professionals, not employees, agents, or partners of Cero Labs. Cero Labs does not supervise, direct, or control the manner or means by which Experts perform their work. Experts are solely responsible for:

• The accuracy, completeness, and suitability of their resolutions
• Compliance with all applicable licensing, professional, and regulatory requirements (e.g., state medical boards, bar associations, CPA licensing)
• Maintaining professional liability insurance where appropriate
• Their own taxes, benefits, and business expenses
• Confidentiality, privacy, and data protection obligations that apply to their profession

Cero Labs conducts reasonable onboarding review of Experts but does not independently verify, guarantee, or warrant any Expert's credentials, qualifications, opinions, or fitness for any particular purpose. You are responsible for evaluating whether an Expert's resolution is appropriate for your use case and for independently verifying its accuracy before acting on it.

5. Content You Submit

You retain ownership of content you submit to the Services (“Customer Content”). You grant Cero Labs a worldwide, royalty-free, non-exclusive license to host, store, process, route, display, and transmit Customer Content solely as necessary to provide the Services (including sharing with matched Experts and service providers).

You represent and warrant that:

• You own or have all rights, licenses, consents, and permissions necessary to submit the Customer Content and to authorize the uses described in these Terms.
• Your submission does not and will not violate any law, contract, intellectual property right, privacy right, or other right of any third party.
• You have obtained any required consents or Business Associate Agreements before submitting any protected, regulated, or sensitive information.

HIPAA: The Services are not configured by default to receive protected health information (PHI) as defined under HIPAA. Do not submit PHI unless you have executed a written Business Associate Agreement (BAA) with Cero Labs. Contact legal@cerolabs.ai to request a BAA.

6. Prohibited Uses

You may not use the Services to:

• Violate any law, regulation, or third-party right
• Submit PHI, financial account numbers, Social Security numbers, passport numbers, or other sensitive data without authorization
• Engage in any activity that could harm, disable, or impair the Services
• Attempt to reverse-engineer, decompile, or extract source code of the Services
• Use the Services to build a competing product or train machine-learning models on Expert resolutions
• Misrepresent your identity, credentials, or authority
• Submit escalations for the purpose of generating content the Expert has a legal or ethical obligation to refuse
• Use the Services in safety-critical applications (e.g., aviation, life support, emergency services) without a separate written agreement

7. Fees, Credits, and Payment

Access to the Services is provided on a credit-based, pay-per-use model. New accounts receive a limited number of promotional credits at sign-up. Additional credits may be purchased via Stripe Checkout at the prices displayed in-product. Credits are non-refundable and non-transferable except as required by law or as described in Section 8.

Priority tiers (urgent, standard, batch) consume credits at different rates as displayed in-product. Credit costs may be updated from time to time; material changes will be notified in advance to active accounts.

You authorize us (through Stripe) to charge your payment method for the amounts you have agreed to purchase. Failed payments may result in suspension of the Services until payment is received.

8. Refunds

Credit purchases are generally non-refundable. We may, at our sole discretion, issue refunds for: (a) duplicate or fraudulent charges; (b) credits unused at the time of account closure for cause by Cero Labs; or (c) as required by applicable law. If a refund is issued for credits that have already been consumed, Cero Labs may reverse the corresponding credit balance accordingly.

9. Service Availability

We strive to keep the Services available, but we do not guarantee uninterrupted access. The Services may be temporarily unavailable due to maintenance, updates, outages, third-party failures (e.g., hosting, payments), or events beyond our reasonable control. We are not liable for service interruptions.

10. Intellectual Property

Cero Labs and its licensors own all right, title, and interest in the Services, including our software, APIs, MCP server, SDKs, documentation, branding, and content (excluding Customer Content and Expert Content). You are granted a limited, non-exclusive, non-transferable, revocable license to use the Services in accordance with these Terms.

Feedback, suggestions, or ideas you provide may be used by Cero Labs without restriction or obligation.

11. Disclaimers

THE SERVICES, INCLUDING ALL CONTENT AND EXPERT RESOLUTIONS, ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Without limiting the foregoing, Cero Labs makes no representation or warranty that:

• Expert resolutions will be correct, accurate, complete, or suitable for your purpose
• Any particular Expert will accept or resolve your escalation within any specific timeframe
• The Services will meet your regulatory or compliance requirements
• Use of the Services will produce any particular outcome

Expert resolutions are the opinions of independent professionals and do not constitute advice from Cero Labs. You must independently verify any information before acting on it. For medical, legal, financial, or other regulated matters, you must also consult with your own qualified professionals.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CERO LABS, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ANY EVENT, CERO LABS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100), OR (B) THE AMOUNT YOU PAID CERO LABS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages, so the limitations above may not fully apply to you.

13. Indemnification

You agree to defend, indemnify, and hold harmless Cero Labs and its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your use of the Services; (b) your Customer Content; (c) your violation of these Terms or applicable law; (d) your violation of any third-party right (including privacy or intellectual property rights); (e) any act or omission on your part in acting upon an Expert resolution; or (f) your failure to obtain required consents, authorizations, or Business Associate Agreements.

14. Termination

Either party may terminate these Terms at any time by discontinuing use of the Services. We may suspend or terminate your access immediately, without notice, if we believe you have violated these Terms, pose a risk to the Services or other users, or for any reason at our sole discretion. On termination, sections of these Terms that by their nature should survive (including Sections 2, 5, 11, 12, 13, 17, and 18) will survive.

15. Changes to the Services and Terms

We may modify or discontinue the Services, or modify these Terms, at any time. Material changes to these Terms will be notified to active accounts by email or in-product notice at least thirty (30) days in advance (except where a shorter period is required by law or security concerns). Your continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms.

16. Governing Law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17. Dispute Resolution; Arbitration; Class-Action Waiver

Please read this section carefully. It affects your legal rights.

17.1 Informal Resolution. Before initiating any formal dispute, you agree to try to resolve the dispute informally by contacting us at legal@cerolabs.ai. If the dispute is not resolved within sixty (60) days, either party may proceed to arbitration.

17.2 Binding Arbitration. Any dispute arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures, conducted in English in Wilmington, Delaware, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

17.3 Class-Action Waiver. You and Cero Labs agree that any dispute will be conducted on an individual basis only, not as a class, consolidated, or representative action. The arbitrator may not consolidate claims or preside over a class arbitration.

17.4 Exceptions. Notwithstanding the above, either party may (a) bring an individual action in small-claims court; (b) seek injunctive or equitable relief in a court of competent jurisdiction for infringement of intellectual property rights, unauthorized access, or breach of confidentiality; and (c) pursue claims that cannot be arbitrated under applicable law.

17.5 30-Day Opt-Out. You may opt out of this arbitration agreement by emailing legal@cerolabs.aiwithin 30 days of first accepting these Terms, with your name, address, and account email, and the statement: “I opt out of the Cero Labs arbitration agreement.”

18. General

Entire Agreement. These Terms, together with our Privacy Policy and any additional agreements (e.g., BAAs, Enterprise Agreements), constitute the entire agreement between you and Cero Labs.

Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect.

No Waiver. Our failure to enforce any right or provision is not a waiver.

Assignment. You may not assign these Terms without our prior written consent. We may assign these Terms freely.

Force Majeure. Neither party is liable for delays or failures caused by circumstances beyond reasonable control.

Notices. Notices to you may be provided by email or in-product notice. Notices to Cero Labs must be sent to legal@cerolabs.ai.

Independent Contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

19. Contact

Cero Labs, Inc.
Legal: legal@cerolabs.ai
Support: contact@cerolabs.ai
Privacy: privacy@cerolabs.ai