Effective date: 2026-05-09 · Last updated: 2026-05-09
Source-of-truth: docs/legal/TERMS_OF_SERVICE.md — this page mirrors that file. Section files live under docs/legal/terms/.
These Terms govern your use of the Zyra platform operated by [NEEDS LEGAL REVIEW: Zyra Legal Entity Name]. By creating an account or using the Service, you agree to these Terms.
You must be at least 18. Provide accurate information; if acting for an Organization confirm authority to bind it. Keep credentials confidential and notify security@getzyra.io of suspected unauthorised access. Sanctions/export-control: you may not use Zyra if you are located in or resident in an embargoed country/region or are listed on OFAC SDN, EU Consolidated, UK HMT, or UN 1267.
Zyra operates a two-sided marketplace for distributed compute. Organizations submit Workloads; Device Owners enrol Devices to receive jobs and earn a share of fees. Zyra connects, schedules, meters, secures, bills, and pays out. Zyra does not own the Devices, does not read Workload contents, and does not guarantee any specific Device, region, hardware, or vendor unless an order form says so. Service is in early access; no contractual SLA today; beta features may be withdrawn at short notice.
backend/app/services/stripe/fees.py:21-22). Configurable per program.No CSAM. No malware, ransomware, exploit kits. No DoS / DDoS or amplification attacks. No unauthorised intrusion. Cryptocurrency mining requires our prior written permission; PoW mining (Bitcoin, Ethereum PoW, Monero) is prohibited by default. No proxy networks or anonymisation services for third parties. No probing or accessing other tenants. No tampering with the agent, sandbox, metering, or audit log. No PHI without an addendum (we don't sign BAAs); no payment-card data outside compliant tokens; no children's data outside lawful contextual use; no biometric identifiers under BIPA or equivalent. Reports: abuse@getzyra.io / security@getzyra.io. DMCA: dmca@getzyra.io.
You retain all rights in your Workload Contents. You grant Zyra a non-exclusive, worldwide, royalty-free, revocable licence to host, transmit, schedule, dispatch, store, execute, and return them strictly for the purpose of providing the Service — no marketing use, no AI training, no benchmarking across customers. We do not inspect Workload Contents; we see only the metadata in Privacy Policy §2.2. We act analogously to a network carrier (DSA Articles 4-6, DMCA §512). You own the outputs.
Pricing per getzyra.io/pricing, your order form, or your dashboard's Billing section. USD by default. PAYG = monthly in arrears, due on receipt. Late payment: statutory commercial rate or 1.5%/month compounded monthly [NEEDS LEGAL REVIEW: jurisdiction-specific rate]; suspension after 30 days with 5 business days' notice; termination after a further 30 days. Disputes: 30 days, billing@getzyra.io; undisputed amounts remain due. Refunds: only where required by mandatory consumer law, where we materially fail to deliver, or as a goodwill gesture. Price changes: 30 days' notice; not retroactive.
70/30 split (you/Zyra). Default schedule: monthly, on or about the 5th. Default minimum: USD 25 (subject to Stripe Connect minimums). USD by default; FX-converted by Stripe. Stripe Connect verification required before any payout. Disputes: 30 days, payouts@getzyra.io; we maintain the metering ledger as the record. Holdbacks under §4.10. Tax reporting: 1099-K/DAC7/equivalent. Sunset: balances unpaid for 3 years after closure despite reasonable delivery attempts are forfeited unless escheatment law requires otherwise.
Zyra retains all rights in the platform, brand, marks, documentation, and aggregate de-identified analytics. You retain rights in your Workload Contents and outputs; we have only the operational licence in §6.2. Feedback may be used freely. DMCA notices to dmca@getzyra.io with the elements of 17 U.S.C. §512(c)(3); 10-business-day action; counter-notices supported; repeat infringers terminated. Trademark: factual references are fine; no implied endorsement without consent.
See the Privacy Policy. B2B Customers processing personal data inside Workloads execute a DPA with Article 28 obligations and EU SCCs / UK IDTA — email legal@getzyra.io. [NEEDS LEGAL REVIEW: DPA template not yet finalised]. No PHI without a separately signed addendum.
Reciprocal. Reasonable care. Use limited to performing under these Terms. Standard exclusions (publicly available, prior possession, lawful third-party receipt, independent development). Compelled disclosures notified where lawful. Workload Contents are treated as your Confidential Information even if not marked. Term: during these Terms + 5 years; trade secrets longer. Equitable relief available without bond.
We may suspend (targeted, account-wide, or read-only) for material breach (especially §5), security risk, payment overdue past 30 days, regulator/court order, sanctions, missing KYC/tax info, unsafe Devices, or operational protection. Where feasible we give advance notice + chance to cure; for urgent issues we suspend immediately and notify within 24 hours unless that would prejudice an investigation. Reinstatement on resolution. We are not liable for losses from a properly grounded suspension.
By you: any time via Settings → Account → Close, or support@getzyra.io. For cause: 30-day cure for material breach, immediate for incurable/dangerous/repeat or insolvency. By Zyra for convenience: 60 days' notice, pro-rata refund, payouts processed; by you for convenience: 30 days' notice. Data export window: 30 days read-only access + DSAR-style export on request; deletion thereafter per Privacy Policy §7. Survival: confidentiality, indemnity, liability, IP, governing law, accrued payment.
Except where prohibited by mandatory law, Service is provided "as is" and "as available". We disclaim implied warranties of merchantability, fitness, satisfactory quality, accuracy, title, and non-infringement. No SLA today — early access. Marketplace nature: no guarantee of any specific Device, region, or hardware. Beta features excluded from any future credit commitment. Mandatory consumer-protection rights are not affected.
To the maximum extent permitted by law, total aggregate liability is capped at the greater of (a) fees you paid Zyra (B2B) in the prior 12 months, (b) fees Zyra paid you (B2C) in the prior 12 months, or (c) USD 100. No liability for indirect, incidental, special, consequential, or punitive damages, lost profits, lost data beyond your most-recent backup, or cost of substitute services. Carve-outs: death/personal injury caused by negligence, fraud, wilful misconduct or gross negligence (where local law forbids limitation), IP infringement by the liable party, mandatory consumer rights, payment obligations, indemnification under §16. Time bar: 1 year.
You will defend, indemnify, and hold harmless Zyra and its affiliates against third-party claims arising from your Workload Contents, your breach of these Terms, your violation of law, misrepresentation about Device authority / Workload ownership / KYC / tax compliance, and acts/omissions of your employees or contractors. Zyra will defend you against third-party claims that the platform itself, used as authorised, infringes a patent, copyright, trademark, or trade secret — subject to prompt notice, sole control of defence, and your cooperation; excluded for modifications, combinations, beta features, and Workload Contents. Zyra may modify, license, or terminate the affected Service with pro-rata refund. §16.2 is your sole remedy for IP claims.
Governed by the laws of [NEEDS LEGAL REVIEW: governing-law jurisdiction — currently proposed Israel given founder location; advisable to confirm against Hetzner-EU hosting and target customer jurisdictions]; CISG excluded. Exclusive venue: [NEEDS LEGAL REVIEW: agreed venue], except for mandatory consumer-protection rules in your country of residence and equitable relief in any competent court (IP, Confidential Information, security, court/regulator instructions).
Mandatory first step: written description to legal@getzyra.io + good-faith negotiation for 30 days. Arbitration is available by mutual written agreement only (not mandatory): seat [NEEDS LEGAL REVIEW], provider [NEEDS LEGAL REVIEW: ICC/LCIA/AAA-ICDR], English, one arbitrator (three for >USD 250k). Disputes are individual unless mandatory consumer law of your jurisdiction requires class availability. Small-claims court remains available. Time bar: 1 year (§15.5) subject to longer mandatory periods.
Acts of God, war, terrorism, civil unrest, government action, embargo, pandemic, large-scale cyber attack, public-infrastructure failure, irreplaceable subprocessor failure, compelled delays excuse affected performance for the duration, with notice and mitigation. Payment of amounts due is not excused. Either party may terminate the affected Service after 60 continuous days with pro-rata refund and payout processing.
No employment, partnership, joint venture, franchise, agency, or fiduciary relationship. Device Owners set their own schedule, use their own equipment, bear their own costs, are not entitled to any employment benefits, and are responsible for their own taxes. No tax withholding by Zyra. If a competent authority reclassifies the relationship, the parties cooperate prospectively; you waive retroactive claims to the extent permitted by law.
You may not assign without our prior written consent. We may assign in connection with M&A or to an affiliate; material processing changes get the notice/termination rights of Privacy Policy §16. Subcontracting is not assignment.
None, except indemnified persons under §16, beneficiaries of the limitation under §15, mandatory consumer protections, and data subject rights under Privacy Policy §8. UK Contracts (Rights of Third Parties) Act 1999 excluded except as expressly stated.
Invalid provisions reformed minimally or severed. Order of precedence: order form > DPA > Terms > Privacy Policy > Documentation. No waiver without writing. Notices: account email; to us at legal@getzyra.io; postal [NEEDS LEGAL REVIEW: postal address]. Counterparts and electronic signatures permitted. English controls. Export-controls + anti-corruption compliance required.
Material changes (reduced rights, increased payment, expanded indemnity, restricted AUP, changed governing law/venue/dispute resolution): 30 days' notice, in-app banner, right to terminate before effective date. Non-material: effective on update. Master is docs/legal/TERMS_OF_SERVICE.md; mirrors synchronised; prior versions retained 5 years in git. Not retroactive on accrued rights.