Terms

These Terms

These Terms of Service (“Terms”) govern your access to and use of the websites zeamlabs.com, zeamprism.com and zeampass.com, the services behind them, including the Prism endpoint at mcp.zeamprism.com and the 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 all three 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, Prism and Pass.

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

Acceptance

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

Each deposit, payment or paid call signed by your wallet 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 authorizing the call (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 is acting within the scope of your authorization.

Eligibility

The Service is not available to, and you may not use the Service if you are:

• A person, entity, or jurisdiction 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.
• Identified on any applicable sanctions list (including the OFAC Specially Designated Nationals and Blocked Persons List).
• A person under the age of majority in your jurisdiction.

By using the Service you represent and warrant that you meet these eligibility requirements.

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 request (HTTP 402) your wallet signs. The wallet that signs a payment is the paying party.

Deposits are held by the settlement contracts described in the product section, not by us. 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 at any time, as the product section describes, including after your access is suspended or terminated.

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 Pass 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 Pass plugins for Node, Python and WordPress are licensed under GPL-2.0-only. The x402 MCP Bridge is licensed under the MIT License.

Wallet Identity and Termination

The Service does not maintain traditional user accounts. Your wallet address is the only persistent identifier we use for billing and access control.

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 all three sites with the same effective date. Continued use of the Service after a change constitutes acceptance of the updated Terms.

Contact

ZEAM Labs, LLC · info@zeamlabs.com

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.

Pass

• Pass is a plugin for Node, Python and WordPress. It runs on the seller’s own server with keys it makes there.
• Buyers pay in USDC on Base. A payment goes from the buyer into an escrow contract, then to a split contract nobody owns, then to the seller’s wallet. 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. We run a relay that sends transactions and pays their gas, a credit service for gate checks, and a buyer API that makes passes and connector links.

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 gate’s first 10,000 checks each month are free. After that, checks are bought as credit, 2,000 checks for $1 USDC.

Buyers

• A pass is funded from your wallet. It spends only at the seller it was made for.
• The pass key comes from a signature by your funding wallet. Our pass store holds no pass keys.
• A connector link is a bearer credential. Anyone who holds it can spend the pass at its seller. Keep it private.
• The balance stays on the pass until you send it home. Sending home pays only to the funding wallet. If the seller charges gas to send it, you see the quote before you sign. If we stop serving a wallet, what is on its passes can still be sent home.
• Questions about a sale go to its seller.