Terms

These Terms

These Terms of Service (“Terms”) govern your access to and use of the websites zeamlabs.com, zeamprism.com, zeampass.com and zeambridge.com, the services behind them, including the ZEAM :: Prism endpoint at mcp.zeamprism.com and the ZEAM :: Bridge and ZEAM :: Pass services at api.zeampass.com, and the software we distribute (collectively, the “Service”). ZEAM Labs, LLC (“ZEAM Labs”, “we”, “us”) provides the Service.

The same Terms are posted on every one of those sites. Every section is shared except the last, which covers the product of the site you are reading. Each product section applies whenever you use that product, wherever you read these Terms: zeamlabs.com, ZEAM :: Prism, ZEAM :: Pass and ZEAM :: Bridge.

By using the Service you agree to these Terms. If you do not agree, do not use the Service.

Acceptance

“You” means the person or legal entity that uses the Service, as a visitor, a buyer or a seller.

Visiting zeamlabs.com, zeamprism.com, zeampass.com or zeambridge.com constitutes acceptance of these Terms.

Each deposit or payment your wallet signs, and each paid call made with a pass or other credential your wallet funded, constitutes acceptance of the version of these Terms in effect at the time it is signed.

When the calling party is an autonomous agent, the human or legal entity that controls the wallet paying for the call, or the wallet that funded the pass or other credential the agent uses (the “Principal”), is the party bound by these Terms. The agent acts as the Principal’s authorized representative. You represent and warrant that any agent using the Service from your wallet, or with a pass or other credential your wallet funded, is acting within the scope of your authorization.

Eligibility

In this section “you” is the Principal: the person or legal entity on whose behalf a wallet, a pass or an agent acts. The Service is not offered to you, and you may not use it, if you are any of the following:

• A person or entity subject to comprehensive sanctions administered or enforced by the U.S. Office of Foreign Assets Control (OFAC), the United Nations, the European Union, or the United Kingdom, or located, organized or resident in a country or territory subject to them.
• A person or entity identified on any applicable sanctions list (including the OFAC Specially Designated Nationals and Blocked Persons List).
• A person under the age of majority where you live.

By using the Service you represent and warrant that you meet these eligibility requirements. The Service has no accounts and asks for no identity, so we rely on that representation.

Acceptable Use

You agree not to use the Service to:

• Conduct, facilitate, or attempt illegal activity.
• Attack the Service, ZEAM’s infrastructure, or third parties (including denial-of-service, settlement-replay, or price-manipulation attacks).
• Obtain paid service without paying for it.
• Exceed published rate limits or attempt to circumvent rate-limiting controls.
• Reverse-engineer, decompile, or otherwise extract Service implementation for the purpose of reproducing or competing with the Service, except as an open-source license covering that software permits.
• Misrepresent the source of a call or impersonate another party.
• Use the Service in any manner that violates applicable laws, regulations, or third-party rights.

We may suspend or terminate access for any wallet that we determine, in our reasonable judgment, has violated this section.

Payments and Deposits

Paid services settle in USDC on Base. The price is published before you pay: in the product’s price list and in the payment terms a service returns before anything is signed. The paying party is the wallet that signs a payment, or the wallet that funded the pass or other credential used to make it.

We never hold your money. Where a product takes a deposit, the deposit is held by the contract its product section describes, not by us. What you pay goes to the seller. It comes to us only as our fee, as the price where we are the seller, or as a gas charge you were quoted before you signed for it.

Prices may change at any time without prior notice. A payment is governed by the price in effect when it is signed.

Refunds

Unspent deposits are refundable. A deposit stays yours until it is spent on calls you or your agent made. The unspent balance can be returned to the wallet that funded it, as the product section describes, including after your access is suspended or terminated. A payment made without a deposit pays for one call and leaves no balance to return.

Amounts spent on calls that were served and settled are final, including (without limitation) for:

• Calls that return empty results or unexpected data.
• Inaccuracies in upstream chain data (chain data is the chain’s responsibility, not ours).
• Calls made in error by the Principal or the Principal’s agent.
• Service downtime occurring after settlement.

A sale made by another seller through ZEAM :: Bridge is between you and that seller, and that seller’s terms govern it.

Service Availability

The Service is provided on a best-effort basis. We do not guarantee uptime, latency, or any specific level of availability, and we make no service-level commitment unless agreed separately in writing.

Planned and unplanned downtime may occur without notice. The Service, or any part of it, may change, pause or stop.

Warranty Disclaimer

The Service, including its software, is provided “as is” and “as available” without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of dealing. We do not warrant that the Service will be uninterrupted, error-free, secure, or free of harmful components. We make no warranty regarding the accuracy, completeness, or timeliness of chain data accessed through the Service.

Limitation of Liability

To the fullest extent permitted by applicable law, in no event shall ZEAM Labs, LLC, its affiliates, officers, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation loss of profits, revenue, data, use, goodwill, or other intangible losses, arising from or related to your use of or inability to use the Service.

Our aggregate liability for any and all claims arising from or related to the Service shall not exceed the greater of (a) fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars (USD $100).

Indemnification

You agree to defend, indemnify, and hold harmless ZEAM Labs, LLC and its affiliates, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or related to your use of the Service, your breach of these Terms, or your violation of any law or third-party right.

Intellectual Property

The Service, including software, content, design, and trademarks, is owned by or licensed to ZEAM Labs, LLC and is protected by applicable intellectual property laws. The ZEAM intellectual property is held by ZEAM Foundation LLC and licensed exclusively to ZEAM Labs, LLC. These Terms do not grant you any license or right to copy, modify, distribute, or create derivative works of the Service or its underlying implementation, except as expressly stated.

Open-source software is the exception. Software we publish under an open-source license is governed by that license, and nothing in these Terms limits the rights it grants. The ZEAM :: Bridge plugins for Node and Python are licensed under the Apache License 2.0 and the WordPress plugin under GPL-2.0-only. The ZEAM :: Pass software you install, the package for an agent that carries its own wallet, is licensed under the Apache License 2.0.

Patent pending.

Wallet Identity and Termination

The Service has no user accounts. A wallet address, or the address of a pass a wallet funded, is the only lasting identifier we use for billing.

We may suspend or terminate access to the Service from any wallet that violates these Terms, exhibits patterns of abuse, or that we are required to exclude under applicable law (including sanctions). You may stop using the Service at any time. Suspension or termination does not take away your right to have an unspent deposit returned.

On-chain settlement records are immutable by construction and survive termination.

Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict-of-laws principles.

Any dispute arising from or related to these Terms or the Service shall first be subject to good-faith negotiation between the parties. If negotiation fails to resolve the dispute within sixty (60) days, the dispute shall be resolved by binding arbitration administered by JAMS under its then-current Comprehensive Arbitration Rules and Procedures, conducted in Wilmington, Delaware, in the English language. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

You and we each waive any right to a trial by jury and any right to participate in a class action, class arbitration, or consolidated proceeding.

If arbitration is unavailable for any particular claim, the dispute shall be heard exclusively in the state or federal courts located in Delaware, and the parties consent to the exclusive jurisdiction of those courts.

Changes

We may update these Terms from time to time. The current version is posted on every site named above with the same effective date. Continued use of the Service after a change constitutes acceptance of the updated Terms.

Contact

ZEAM Labs, LLC · [email protected]

A Delaware limited liability company, file number 10206382, formed 27 May 2025. Registered office c/o Northwest Registered Agent Service, Inc., 8 The Green, Suite B, Dover, DE 19901. The filed certificate of formation, operating agreement, initial resolutions and signed IP license are published in full at github.com/zeam-labs/ZEAM-Labs-Corporate-Docs, and the file number resolves independently of us at the Delaware Division of Corporations.

ZEAM Foundation LLC, which holds the ZEAM intellectual property, is a Delaware limited liability company, file number 10206388, formed 27 May 2025. Its filings are here.

ZEAM :: Bridge

• ZEAM :: Bridge is the seller side: a plugin for Node, Python and WordPress. It runs on the seller’s own server with keys it makes there. ZEAM Labs runs a relay and a credit service for it at api.zeampass.com.
• Buyers pay in USDC on Base. A payment goes from the buyer to the seller’s split contract, through the x402 escrow contract when it is paid over x402, or through the session escrow contract and the seller’s payee contract when it is paid by an MPP session, and from the split to the seller’s wallet. A payment for a single call made by an MPP charge has no deposit: one authorization pays one call, there is nothing to refund, and a call that fails sends nothing. An MPP session, which a seller on the Node plugin may offer, holds a deposit in the session escrow contract: each call is paid by a signed voucher, a call that fails is not charged, and the unspent part returns to the buyer when the session is closed or when the buyer withdraws it. The session escrow and payee contracts were deployed by us. They have no owner or administrator and cannot be changed, by us or anyone, and they have not been audited or reviewed by anyone outside their authors. The split has no owner, and no one can change it, ZEAM Labs included. The seller keeps 90.01% of each sale and 9.99% goes to ZEAM Labs as its fee.
• We never hold seller or buyer money. The relay sends to Base what the seller’s plugin signed (claims, payouts and refunds) and what a buyer signed (deposits, payments for a single call, and a buyer’s own exit from a session), as signed. It cannot change an amount or where it goes.
• The relay pays the gas of every deposit it sends. It pays the gas of a claim or a payout when our fee on it covers that gas, and of a payment for a single call on the same rule; one whose fee does not cover it is not sent, and the call is not delivered or charged. It pays the gas of a refund when our fee on what the buyer spent covers the gas of the deposit, of the refund and of settling any calls not yet settled, and of every further deposit and every earlier refund it paid for on that deposit, with a 15% margin; otherwise the buyer pays the refund’s gas, with a 15% margin, in USDC, quoted before the buyer signs that payment. It pays the gas of the close of a session, or of a buyer’s own exit from one, when our fee on the session covers the gas of opening it, of any top-up or close request the relay sent and of that close or exit; otherwise that gas is taken in USDC from what the MPP session returns to the buyer, as with an x402 refund, and the buyer needs no ETH. The buyer can still leave on the session escrow contract with requestClose and withdraw, and that is the only way out of a session that needs ETH on Base for gas.

Sellers

• You set your prices, your tools and your own terms. A sale is between you and your buyer. ZEAM Labs is not a party to it.
• You run your server, your keys and your wallets, and you answer for what you sell.
• A payout goes out once our fee on it covers its gas. A smaller payout waits, or you can send it yourself and pay its gas.
• A gate’s first 10,000 checks each month are free. After that, checks are bought as credit, 2,000 checks for $1 USDC. Credit is bought from ZEAM Labs, and that payment goes to ZEAM Labs.
• The plugin decides on your server who is admitted and what is charged. ZEAM Labs makes no admission decisions.

Buyers

• The seller’s price and terms are in the answer its server returns before anything is signed.
• Questions about a sale go to its seller.