Partner Agreement

This Partner Agreement (the "Agreement") is a contract between Zrico LLC, a New Jersey limited liability company with its office at 1600 New Jersey 70, Suite 244, Lakewood, NJ 08701 ("Zrico", "we", "us"), and the business that signs up for the Zrico Partner Program ("Partner", "you"). It lets Partner offer the Zrico service to professional firms under Partner's own brand.

Acceptance. Partner accepts this Agreement when a person signing up for the Partner Program checks the box to accept it. That person confirms that they have authority to bind Partner and that Partner is a business, not a consumer. Zrico's Terms of Service do not apply to Partner or to Partner Firms, except the parts this Agreement incorporates.

The Partner Program in plain English

• You resell a private AI workspace to law and accounting firms under your own brand, domain and prices. Your firms are your customers, under your own terms; you support them and bill them.
• You bring your own AI provider keys (Anthropic required). Each provider bills you directly. No AI usage is included in our fees.
• We bill you through Square: a plan fee (Partner $199 per month for up to 15 firms, or Partner Pro $499 per month for unlimited firms; yearly plans cost 10 months' fee), plus a monthly fee per seat on a volume scale.
• The plan fee is charged when you sign up, and that day becomes your monthly billing date. Seats you add are prorated by day and billed on the next billing date, or at once when they pass $100. Seats you remove are paid to the next billing date. You can have up to 25 seats until your first billing-date invoice is paid.
• If a payment fails: 14 days of grace, then your console becomes read-only, then on day 28 your firms' workspaces are suspended until you pay.
• We are your subprocessor for your firms' data. Our staff do not look at firm content, and neither does yours.
• Neither of us uses what we learn through the program to poach the other's customers.
• When the Agreement ends, your firms get time to export their data or move, before anything is deleted.

1. Definitions

Words defined in Zrico's Terms of Service and Data Processing Agreement have the same meaning here unless this Agreement defines them differently.

• "Billable Seat" means a Seat of a Partner Firm whose status is provisioning, active, past due or suspended, other than Seats of the Demo Firm and of any firm Zrico has agreed in writing not to charge for.
• "Billing Date" has the meaning in Section 6.3.
• "Console" means the partner console in the Dashboard where Partner manages its brand, domains, AI keys, firms, prices and billing.
• "Customer Agreement" means Partner's written agreement with a Partner Firm for the Service.
• "Demo Firm" means the one firm, of 1 to 5 Seats, that Partner may run free of charge for demonstrations and evaluation.
• "Firm Data" means Customer Content and Account Data of Partner Firms and their Users.
• "Partner AI Keys" means the API keys for Partner's own accounts with AI Providers that Partner connects in the Console.
• "Partner Brand" means Partner's names, logos, colors, domains and other brand features that Partner provides for use with the Service.
• "Partner Firm" means a firm whose account Partner creates in the Console, or that signs up through Partner's branded signup page, and any later-created firm that Partner manages.
• "Plan" means the Partner plan or the Partner Pro plan described in Section 6.
• "Service" means Zrico (the Workspace, the Dashboard and related software and Documentation) as provided to Partner Firms under the Partner Brand, and the Console.

2. Appointment

2.1 Right to resell. Subject to this Agreement, Zrico grants Partner a non-exclusive, non-transferable right during the term to market, resell and provide access to the Service, under the Partner Brand, to Partner Firms in the United States for their internal business use.

2.2 Non-exclusive. Zrico may appoint other partners and sell the Service directly to any firm, subject to Section 11. Partner may sell other products, including competing products.

2.3 Partner's prices. Partner sets its own prices and terms for Partner Firms, in its sole discretion. Zrico does not set or approve Partner's prices.

2.4 Eligible firms. Partner will provide the Service only to businesses (such as law firms, accounting firms and other professional firms) located in the United States, for their professional work, and not to consumers or for personal, family or household use. Partner will not provide the Service to anyone that is a sanctioned party or located in a sanctioned country or region under Section 15.8.

2.5 Independent business. Partner acts on its own behalf. It is not Zrico's agent and may not make any commitment, warranty or statement on Zrico's behalf.

3. Partner Firms

3.1 Partner is responsible to its firms. Each Partner Firm is Partner's customer, not Zrico's. There is no contract between Zrico and a Partner Firm under this Agreement. Partner is responsible for its Customer Agreements, for billing, collecting from and refunding its firms, for first-line support, and for its firms' and their Users' use of the Service, as if they were Partner's own.

3.2 Customer Agreement. Before a Partner Firm uses the Service for its own work, Partner will have a Customer Agreement with it that includes at least the terms in Schedule A. Partner will publish its terms of service and privacy policy, and enter their links in the Console, before it creates or admits its first Partner Firm.

3.3 No promises beyond ours. Partner will not make any statement about the Service, including about privacy, security, data location, AI providers, retention, certifications or compliance, that goes beyond or differs from what Zrico publishes in its legal pages and Documentation at the time. In particular, Partner will not describe the Service as "100% private" or "fully encrypted", and will not say or imply that the Service holds a certification (such as SOC 2 or ISO 27001), is HIPAA-compliant or suitable for protected health information, or is a compliant archive for securities communications. Partner may copy or adapt Zrico's published descriptions, if it keeps them accurate.

3.4 Policies. Partner will make its firms and their Users follow the Acceptable Use Policy, which applies to them, and the usage policies of the AI Providers whose models they use. Partner will act promptly on any violation it learns of, and will help Zrico investigate a suspected violation.

3.5 Partner's billing of its firms. Partner may bill its firms through the Stripe integration in the Console, or in its own way.

• (a) Stripe. If Partner connects a Stripe account, Partner contracts with Stripe directly. Charges to Partner Firms are made on Partner's own Stripe account, with Partner as the merchant. Zrico takes no fee from those payments and never holds Partner's funds. Partner is responsible for its Stripe account, its prices, refunds, chargebacks, taxes and receipts.
• (b) Automatic renewal. Partner is responsible for its renewal and cancellation terms to its firms and for complying with the laws on automatic renewal, recurring charges and price changes that apply to it. The Console's signup page, consent text and price-change notices are tools to help; Partner is responsible for checking that their wording is accurate and sufficient for its offer.
• (c) Your own way. If Partner bills its firms outside the Service, Zrico has no role in those payments.

3.6 Firm owners' settings. Each Partner Firm's owner controls that firm's Workspace settings in the Dashboard, including AI providers, web search and chat retention, as described in Zrico's Documentation. Partner may set each firm's AI usage limit in the Console.

3.7 Demo Firm. Partner may run one Demo Firm, free of charge, only for demonstrations and evaluation. Partner will not use the Demo Firm for production work or for any real client's confidential information.

4. Brand, domains and email

4.1 Partner Brand. Partner gives Zrico a non-exclusive, royalty-free license during the term to use the Partner Brand only to provide the Service to Partner and its firms (in the Dashboard, the Workspaces, emails and signup pages). Partner represents that it has the right to grant this license and that the Partner Brand and Partner's legal pages do not infringe anyone's rights.

4.2 White label. The Service shown to Partner Firms carries the Partner Brand. Zrico's name appears to them only where Partner turns on a "Powered by" credit, in legal documents where the law or this Agreement requires it (for example, when a Partner Firm asks Partner who its subprocessors are), and where Zrico must contact a firm directly under Sections 8.2(c) or 12.4.

4.3 Zrico's brand. Partner may not use Zrico's name or logos except as Zrico permits in writing, and may not register or use a name, mark or domain confusingly similar to Zrico's.

4.4 Domains. Partner controls the domains it connects and is responsible for their DNS records and registration. If Partner does not connect its own domain, Zrico may provide a starter address on a neutral domain that Zrico controls. Zrico may stop serving a domain whose DNS no longer points to the Service, or that is used to violate the AUP.

4.5 Email. Service emails to Partner Firms (such as invitations and billing and security notices) are sent under the Partner Brand from Partner's email domain once Partner verifies it, or from a neutral address Zrico provides. Partner is responsible for the content of any email it sends to its firms outside the Service, including compliance with the CAN-SPAM Act for commercial email.

5. Support

5.1 Partner's support. Partner provides first-line support to its Partner Firms and their Users.

5.2 Zrico's support. Zrico provides second-line support to Partner's Console users by email to support@zrico.com. We aim to reply within one business day on the Partner plan, and within the same business day for requests received during US Eastern business hours on the Partner Pro plan. These are targets, not a service level agreement; Zrico does not give service credits.

5.3 Availability. Section 2.6 of the Terms of Service (availability and changes) applies to the Service for Partner Firms, with Partner in place of Customer.

6. Fees and payment

6.1 Plan Fee. Partner pays a Plan Fee for its Plan:

Plan	Monthly Plan Fee	Yearly Plan Fee	Partner Firms
Partner	$199	$1,990	Up to 15 (the Demo Firm does not count)
Partner Pro	$499	$4,990	Unlimited

A yearly Plan Fee equals 10 months of the monthly Plan Fee (two months free) and is charged once every 12 months. Seat Fees are charged monthly on either plan.

6.2 Seat Fees. Partner pays a monthly Seat Fee for each Billable Seat. The Seat Fee per Billable Seat depends on Partner's total Billable Seats across all its Partner Firms:

Total Billable Seats	Partner plan	Partner Pro plan
1 to 100	$15	$12
101 to 500	$13	$10
501 or more	$11	$8

The tier is set for each billing period and applies to all Billable Seats for that period. If Partner crosses into a different tier during a period, the new tier applies to all Billable Seats from the next Billing Date. A per-seat price agreed in writing between Zrico and Partner replaces this table.

6.3 Billing Date. The day Partner's first Plan Fee is paid at signup is Partner's billing anchor. Partner's "Billing Date" is that day of each month; in a month without that day, it is the last day of the month. Billing days are calendar days in US Eastern Time.

6.4 What is charged and when.

• (a) At signup: the Plan Fee for the first month (or, on a yearly plan, the first year) is charged at once.
• (b) On each Billing Date: one charge for (i) the Plan Fee for the coming period when due (every month on a monthly plan; every 12 months on a yearly plan); (ii) every Billable Seat for the coming month, at that period's tier; and (iii) prorated charges for Seats added since the last Billing Date that were not already charged.
• (c) Prorating: a Seat added during a period is charged for the rest of that period, by day: the Seat Fee times the days remaining (counting the day it was added, not the next Billing Date) divided by the days in the period, rounded to the nearest cent. A Seat removed and added back in the same period is not charged twice.
• (d) Immediate charge: when prorated charges not yet billed exceed $100, the whole unbilled amount is charged at once.
• (e) Removed Seats: removing a Seat, or canceling a Partner Firm, takes effect for billing at the next Billing Date. Seats already charged for a period are not refunded.
• (f) No AI usage: the Fees do not include any AI usage (Section 7).

6.5 Seat cap until first payment. Until Partner's first invoice on a Billing Date for an amount above zero is paid, Partner may have no more than 25 Billable Seats in total. While any charge other than the signup charge has failed and is unpaid, Partner may not add Seats or Partner Firms.

6.6 Plan changes. Partner may ask to change its Plan or switch between monthly and yearly billing in the Console. The change takes effect when the next Plan Fee is charged. Partner may not move from Partner Pro to the Partner plan while it has more than 15 Partner Firms.

6.7 Payment. Partner authorizes Zrico, through Square, to charge the card on file for all Fees when due, until the Agreement ends. Fees are in US dollars and payable when charged. Card details are collected and held by Square. Partner will keep a valid card on file. Receipts are sent to Partner's billing email, and Partner's billing history is shown in the Console.

6.8 Taxes. Fees do not include taxes. Partner will pay any sales, use, value-added or similar taxes that apply to the Fees, other than taxes on Zrico's income. If Zrico is required to collect a tax, it will add it to the charge. Partner is responsible for all taxes on its own sales to Partner Firms.

6.9 Failed payments. If a charge (other than the signup charge) fails:

• (a) Grace period. Partner's account becomes past due on the day of the failure. We email Partner's owners and retry the charge on a schedule over the following days, and at once when Partner updates its card or selects "Pay now". The Service keeps working.
• (b) Read-only from day 14. If the amount is still unpaid 14 days after the failure, the Console becomes read-only: Partner cannot create firms, change Seats or make other changes. Partner Firms' Workspaces keep running.
• (c) Suspension from day 28. If the amount is still unpaid 28 days after the failure, Zrico may suspend the Workspaces of all Partner Firms.
• (d) Recovery. When everything due is paid, Zrico restores the account and resumes the Workspaces it suspended for non-payment. After a suspension, billing restarts from the period that includes the day of payment; periods during which the Workspaces were suspended are not charged.

Suspension does not delete Firm Data. Partner remains responsible to its Partner Firms for any interruption caused by Partner's non-payment.

6.10 Price changes. Zrico may change the Plan Fees or Seat Fees on at least 30 days' notice by email to Partner's owners. The change applies from the first Billing Date (or, for a yearly Plan Fee, the first renewal) after the notice period ends. If Partner does not agree, it may end the Agreement before then under Section 12.1.

6.11 Disputes and refunds. Partner will raise any good-faith dispute about a charge with support@zrico.com within 60 days of the charge and will pay undisputed amounts on time. Zrico will refund any amount charged in error. Otherwise, Fees are non-refundable, including a yearly Plan Fee for the rest of its year, except where this Agreement expressly provides a refund or the law requires one.

7. AI keys

7.1 Partner's own AI accounts. Partner Firms' AI requests run only on Partner AI Keys. Partner must connect an Anthropic key and may connect OpenAI and Google keys. A key may also be set for a single Partner Firm, and then applies to that firm instead of Partner's key for that provider. Zrico never uses its own AI accounts for Partner Firms. If no working key is connected for a provider, that provider's models do not work for the affected firms.

7.2 Partner's agreements with AI Providers. Each Partner AI Key is used under Partner's own agreement with the AI Provider, which Partner is responsible for, including its fees, usage limits, usage policies and any rules on use by or for Partner's customers. The AI Provider bills Partner directly. For Firm Data sent with a Partner AI Key, the AI Provider is Partner's own service provider, not Zrico's subprocessor. Partner is responsible for checking that its AI Provider accounts are on paid business terms that do not allow training on its data, and for the data location and retention settings of those accounts. Zrico's AI gateway requests US-only inference for Claude models, but where requests are processed and how long they are kept also depend on Partner's account with each AI Provider.

7.3 How Zrico handles keys. Zrico stores Partner AI Keys only in its AI gateway's encrypted credential store, uses them only to send Partner Firms' requests to the AI Provider, and shows only their last digits in the Console. Zrico checks a key with one small request when it is connected and tells Partner's owners and admins by email if a key starts failing. Partner is responsible for the security of its AI Provider accounts and for rotating or revoking keys.

7.4 AI limits. Partner may set monthly AI usage limits for each Partner Firm. Partner, not Zrico, pays for all AI usage on its keys, including usage above any limit it has not set.

8. Data protection

8.1 Roles. For Firm Data, each Partner Firm is the controller (or business). Partner is the Partner Firm's processor (or service provider), and Zrico is Partner's subprocessor. For Partner's own Console users and billing contacts, Zrico processes their information as described in its Privacy Policy.

8.2 Zrico's DPA applies, with Partner as Customer. Zrico's Data Processing Agreement is part of this Agreement and applies to Firm Data, with Partner as "Customer", and with these changes:

• (a) Instructions. Partner instructs Zrico to process Firm Data to provide the Service to Partner Firms, including as each Partner Firm's owner and Users direct through the Service and its settings. Partner confirms that its Customer Agreements authorize these instructions.
• (b) Subprocessors. The Subprocessors for Partner Firms are listed in Schedule B. The AI Providers reached with Partner AI Keys are Partner's own service providers (Section 7.2), not Zrico's Subprocessors. Notices of Subprocessor changes go to Partner's owners, and Partner is responsible for passing them on to its firms as its Customer Agreements require.
• (c) Security Incidents. Zrico notifies Partner under DPA Section 4. Partner is responsible for notifying its Partner Firms, and Zrico will give Partner the information it needs to do so. If Zrico cannot reach Partner within 24 hours, or the law requires Zrico to notify a Partner Firm directly, Zrico may notify the affected Partner Firm's owners directly.
• (d) Requests and audits. Partner Firms' requests, questionnaires and audit requests come to Zrico through Partner. Zrico will help Partner respond under DPA Sections 5 and 6.
• (e) End of service. Section 12.4 of this Agreement applies in place of DPA Section 7.2.

8.3 No access to content. Neither Zrico's staff nor Partner's staff may view Firm Data that is Customer Content, except as allowed here. The Console does not show Workspace content and does not give Partner's staff a membership in any Partner Firm. Zrico opens a Partner Firm's content only at the written request of that firm's owner, or where the law requires it, and records every access in that firm's audit log. If Partner needs a Partner Firm's content opened (for example, for a support case), it must ask the firm's owner to request it in writing.

8.4 What Partner can see. The Console shows Partner each firm's name, status, Seats, members' names and email addresses, prices, AI usage and costs, and billing information, so Partner can manage and bill its firms. Partner will use this information only for that purpose and will protect it as its Customer Agreements and the law require.

8.5 Partner's obligations. Partner will comply with the data protection, privacy and data breach laws that apply to it, give its Partner Firms any notices and terms those laws require (including that Zrico is its subprocessor, if a firm asks or the law requires), and not instruct Zrico to process Firm Data in a way that would breach those laws.

9. Partner's other obligations

9.1 Compliance. Partner will comply with all laws that apply to its marketing and sale of the Service, including the FTC Act and state laws on unfair or deceptive practices, laws on automatic renewal and recurring charges, the CAN-SPAM Act and telemarketing laws, privacy laws, export control and sanctions laws, and anti-bribery laws.

9.2 Accounts. Partner will keep its Console accounts secure, require two-factor authentication for them as the Console does, remove access for people who leave, and keep at least one owner with a working email address.

9.3 Cooperation. Partner will cooperate with Zrico in investigating security incidents, misuse and complaints about Partner Firms.

10. Intellectual property and confidentiality

10.1 Zrico's property. Zrico and its licensors own the Service and all related intellectual property. Partner gets only the rights in this Agreement. Partner will not copy, modify, reverse engineer, or create derivative works of the Service, except as the law allows despite this restriction.

10.2 Partner's property. Partner owns the Partner Brand and its own materials. Partner Firms own their Customer Content, as their Customer Agreements provide.

10.3 Feedback. If Partner gives Zrico suggestions about the Service, Zrico may use them freely without obligation.

10.4 Confidentiality. Section 8 of the Terms of Service (Confidentiality) applies between Zrico and Partner, with Partner in place of Customer. Firm Data is confidential information of the Partner Firm, and both parties will protect it accordingly. The terms of this Agreement offered only to Partner, and each party's customer information, are each party's Confidential Information.

11. Non-solicitation of customers

11.1 Zrico. During the term and for 12 months after it ends, Zrico will not use information it learned through the Partner Program, such as the identity of Partner Firms, their Seat counts, prices or usage, to solicit a Partner Firm to buy the Service, or a similar service, directly from Zrico or from another partner.

11.2 Partner. During the term and for 12 months after it ends, Partner will not use Zrico's Confidential Information to solicit Zrico's direct customers or other partners' customers.

11.3 What is allowed. This Section does not restrict: (a) general advertising not targeted at the other party's customers; (b) serving any firm that contacts a party on its own initiative; (c) Zrico contacting Partner Firms' owners as Sections 8.2(c) and 12.4 allow, including to tell them how to export their data or move to another provider or to a direct subscription when the Agreement ends; or (d) serving a Partner Firm whose Customer Agreement with Partner has ended, if the firm asks.

12. Term and termination

12.1 Term and cancellation. The Agreement starts when Partner accepts it and continues month to month (or year to year on a yearly plan), renewing automatically, until ended. Partner may end the Agreement at any time by emailing support@zrico.com from an owner's email address on the Partner account; it ends at the end of the period Partner has already paid for, and nothing is charged after that, except Seat Fees for any Transition Period under Section 12.4.

12.2 Termination by Zrico for convenience. Zrico may end the Agreement on 90 days' notice for any reason, or stop accepting new Partners at any time.

12.3 Termination for cause. Either party may end the Agreement by notice if the other party materially breaches it and does not cure the breach within 30 days of notice, or becomes insolvent or subject to bankruptcy or similar proceedings not dismissed within 60 days. Zrico may end the Agreement by notice if Partner's account stays suspended for non-payment for 30 days, if Partner breaches Section 3.3 or 9.1 and does not cure within 10 days of notice, or at once if required by law or to comply with sanctions or export rules.

12.4 Transition and data handover. When the Agreement ends:

• (a) Transition Period. Unless Zrico ended the Agreement because of Partner's non-payment or uncured breach, Partner Firms' Workspaces keep working for 30 days after the end date (the "Transition Period"). Partner pays Seat Fees for the Transition Period, prorated by day, and no Plan Fee. During the Transition Period, Partner may not add Partner Firms or Seats.
• (b) Choices for each firm. During the Transition Period, and for 30 days after a Partner Firm's Workspace is suspended, each Partner Firm may (i) export its data itself while its Workspace works; (ii) have its owner ask Zrico in writing for an export of its conversations and files, delivered to the owner by a time-limited download link; or (iii) move to another Zrico partner or to a direct subscription with Zrico, if the firm accepts that party's terms. Zrico may contact Partner Firms' owners to tell them about these choices.
• (c) Deletion. After those periods, Zrico deletes the Workspace and Firm Data of each firm that has not moved, from live systems, and from encrypted backups as they expire, up to 13 months after deletion.
• (d) Partner's duties. Partner will tell its Partner Firms promptly that the Agreement is ending and about these choices, and will not hold Firm Data hostage to any payment dispute.
• (e) Partner's data. Partner's brand assets and Console settings are deleted after the Transition Period. Zrico keeps billing records, and records of Partner's acceptance of this Agreement, as long as it needs them for tax, accounting, legal and dispute purposes.

12.5 Survival. Sections 3.1, 6 (for amounts due), 8, 10, 11, 12.4, 12.5 and 13 to 15 survive the end of the Agreement.

13. Warranties, disclaimers and liability

13.1 Warranties. Each party represents that it is validly organized and has authority to enter into this Agreement. Section 9.2 of the Terms of Service (Zrico's warranty and Partner's remedy) applies to Partner, with Partner in place of Customer.

13.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICE AND THE CONSOLE ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND ZRICO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY OF AI OUTPUT. ZRICO MAKES NO WARRANTY TO PARTNER FIRMS, AND PARTNER WILL NOT MAKE ANY WARRANTY ON ZRICO'S BEHALF. ZRICO IS NOT RESPONSIBLE FOR AI PROVIDERS' MODELS OR SERVICES, FOR STRIPE, OR FOR PARTNER'S ACCOUNTS WITH THEM.

13.3 LIMITATION OF LIABILITY. SECTION 10 OF THE TERMS OF SERVICE (LIMITATION OF LIABILITY) APPLIES BETWEEN ZRICO AND PARTNER, WITH PARTNER IN PLACE OF CUSTOMER AND "FEES" MEANING THE FEES PAID AND PAYABLE BY PARTNER UNDER THIS AGREEMENT. ZRICO'S TOTAL LIABILITY TO PARTNER AND ALL PARTNER FIRMS TOGETHER IS SUBJECT TO THOSE LIMITS. PARTNER'S OBLIGATIONS UNDER SECTIONS 6 AND 14.2 ARE NOT LIMITED BY THE GENERAL CAP, BUT PARTNER'S OBLIGATIONS UNDER SECTION 14.2 ARE SUBJECT TO THE INCREASED CAP.

14. Indemnification

14.1 By Zrico. Section 11.1 of the Terms of Service applies to claims against Partner, with Partner in place of Customer.

14.2 By Partner. Partner will defend Zrico against any claim by a third party (including a Partner Firm, a client of a Partner Firm, an AI Provider, Stripe or a regulator) arising from: (a) a Customer Agreement, or Partner's failure to have one with the terms in Schedule A; (b) Partner's statements, prices, billing, refunds or renewal practices; (c) the Partner Brand or Partner's legal pages; (d) Partner's use of Partner AI Keys or its accounts with AI Providers or Stripe; or (e) Partner's breach of Sections 2.4, 3.3, 3.4, 8.5 or 9.1; and will pay the damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. Section 11.3 of the Terms of Service (process) applies.

15. General

15.1 Changes. Zrico may update this Agreement by posting the new version and emailing Partner's owners at least 30 days before a material change takes effect. If Partner does not agree, it may end the Agreement before the change takes effect, and Section 12.4 applies. Changes required by law or by an AI Provider, or to address a security risk, may take effect sooner. Each version is identified by its "Last updated" date; Zrico records which version Partner accepted.

15.2 Order of precedence. If documents conflict, this order applies: (1) for Firm Data, the DPA as changed by Section 8.2; (2) this Agreement and its Schedules; (3) the parts of the Terms of Service and the AUP this Agreement incorporates. A signed written agreement between Zrico and Partner that expressly changes this Agreement controls.

15.3 Governing law and courts. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict of laws rules. Any lawsuit arising out of or relating to it will be brought only in the state courts located in Ocean County, New Jersey, or in the United States District Court for the District of New Jersey, and each party submits to their jurisdiction.

15.4 JURY TRIAL WAIVER. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATING TO THIS AGREEMENT.

15.5 Notices. Zrico gives notices to Partner by email to its owners' email addresses in the Console. Partner gives notices to Zrico by email to support@zrico.com, with "Legal notice" in the subject for notices of breach, termination or a claim, and for those notices also by mail to Zrico LLC, 1600 New Jersey 70, Suite 244, Lakewood, NJ 08701.

15.6 Electronic acceptance. This Agreement may be accepted electronically, which has the same effect as a signature.

15.7 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger, acquisition, reorganization or sale of all or substantially all of its related business or assets that agrees in writing to be bound by it, on notice.

15.8 Export controls and sanctions. Section 13.9 of the Terms of Service applies to Partner and to every Partner Firm.

15.9 Other terms. Sections 13.6 (force majeure), 13.10 (US government users), 13.12 (relationship), 13.13 (anti-bribery) and 13.14 (entire agreement, severability and waiver) of the Terms of Service apply to this Agreement. Neither party will announce the relationship or use the other's name in marketing without the other's prior written permission.

Schedule A: minimum terms for Customer Agreements

Each Customer Agreement must, in substance:

1. Business use only. Limit use to the firm's internal business purposes, by its own Users, and state that the service is not offered to consumers.
2. Acceptable use. Bind the firm and its Users to the Acceptable Use Policy (or terms at least as protective) and to the usage policies of the AI Providers whose models they use.
3. Prohibited Data. Prohibit the Prohibited Data described in Section 4.6 of the Terms of Service, including HIPAA protected health information and payment card numbers.
4. AI Output. State that AI output can be wrong, that it must be reviewed by a qualified professional before it is relied on, and that it is not professional advice; and that the firm is responsible for its own professional and regulatory duties, client consents and notices (including any consent under Treasury Regulations section 301.7216).
5. Data processing. Include data processing terms consistent with Section 8 of this Agreement and Zrico's DPA, describing accurately where data is processed, the AI Providers used, retention, backups (up to 13 months after deletion), and the export and deletion process; and identify Partner's subprocessors (including Zrico) as the law requires or the firm asks.
6. Staff access. Describe accurately that neither Partner's nor Zrico's staff view the firm's content, except at the firm owner's written request or where the law requires it, with every access recorded in the firm's audit log.
7. No third-party warranty. State that Zrico makes no warranty to the firm and has no obligation or liability to the firm, and that the firm's remedies are against Partner only, to the extent the law allows.
8. Suspension. Allow suspension of the firm's access where Zrico may suspend under this Agreement (for example, for misuse, a security risk, a legal requirement, or Partner's non-payment).
9. End of service. Describe what happens to the firm's data when its service ends, consistent with Section 12.4.

Schedule B: Subprocessors for Partner Firms

Subprocessor	What it does	Location
DigitalOcean, LLC	Hosts Workspaces, the Dashboard and the AI gateway	United States
Cloudflare, Inc.	Network, TLS, firewall, Partner custom domains, and encrypted backup storage (R2)	Global network; backups in the United States
Resend	Service emails under the Partner Brand	United States
Stripe, Inc.	Only if Partner connects Stripe: firm billing on Partner's own Stripe account (Stripe acts under Partner's agreement with it)	United States and other countries

AI Providers reached with Partner AI Keys (Anthropic; and OpenAI and Google if used) are Partner's own service providers under Section 7.2. Square processes Partner's own billing details as Zrico's payment processor and does not receive Firm Data.

Version history

• October 20, 2026: First version.