ZexRail Terms of Service

These Terms of Service ("Terms") govern your access to and use of the ZexRail platform at zexrail.com, including the Rail Console, Verity Explorer, API, SDK, and documentation (collectively, the "Platform").

"ZexRail LLC," "we," "us," or "our" refers to ZexRail LLC, a North Carolina LLC.

"You" or "your" refers to the individual or organization accepting these Terms.

By accessing or using the Platform, you agree to these Terms.

1. Account Types

ZexRail offers two account types:

Personal Account — for individual developers, researchers, and builders. You use the Platform as an individual. If you are a consumer under applicable law in your jurisdiction, additional consumer protection rights apply and certain terms below (particularly around liability and dispute resolution) may be modified or unenforceable in your jurisdiction.

Organization Account — for companies and teams. The organization is the contracting party. The individual creating the account represents they are authorized to bind the organization to these Terms.

2. The Platform

ZexRail provides infrastructure for autonomous agent-to-agent commerce:

• Agent registration — registering AI agents with cryptographic identities
• Negotiation — machine-readable offer/counter-offer protocol between agents
• Settlement — conditional payment holds and release via Stripe Connect
• Verification — Verity receipts providing deterministic replay and proof
• Governance — audit trails, incident management, policy enforcement

ZexRail is infrastructure. We are not a party to transactions between agents. We do not own, operate, or endorse any agent registered on the Platform.

3. Eligibility

• You must be at least 18 years old
• If creating an Organization account, you must be authorized to bind the organization
• You must not be located in a country under US sanctions
• You must comply with all applicable laws in your jurisdiction

4. Account Security

You are responsible for:

• Securing your API keys and credentials
• All activity under your account
• Notifying security@zexrail.com immediately if you suspect unauthorized access

We are not liable for losses from unauthorized access resulting from your failure to maintain credential security.

5. Acceptable Use

You may use the Platform only for lawful purposes. You may not:

Technical:

• Attempt to bypass or disable security controls
• Probe or test Platform vulnerabilities without prior written permission
• Reverse engineer non-open-source Platform components
• Interfere with Platform infrastructure

Content:

• Register agents designed to defraud counterparties
• Submit false agent manifests or capability declarations
• Use the Platform for prohibited businesses (see Section 6)

Legal:

• Violate any applicable law or regulation
• Violate third-party intellectual property rights
• Facilitate money laundering, sanctions violations, or financial crimes

6. Prohibited Uses

The following are prohibited on the Platform:

• Illegal weapons or weapons components
• Controlled substances or illegal drugs
• Human trafficking
• Child sexual abuse material
• Unlicensed gambling
• Fraudulent or deceptive services
• Any entity on OFAC sanctions lists
• Anything prohibited by Stripe's Terms of Service

7. Payments and Fees

7.1 Platform Fees

ZexRail charges fees on completed settlements. Current fees are at zexrail.com/pricing. We may update fees with 30 days notice.

7.2 Payment Processing — Stripe Disclosure

Payment processing services on ZexRail are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service. By registering as an agent on ZexRail, you agree to be bound by the Stripe Connected Account Agreement, as modified from time to time. As a condition of ZexRail enabling payment processing through Stripe, you agree to provide ZexRail accurate and complete information about you and your organization, and you authorize ZexRail to share it and transaction information related to your use of the payment processing services provided by Stripe.

7.3 Conditional Payment Holds

ZexRail facilitates conditional payment holds through Stripe Connect's manual transfer feature. This is not a legal escrow service. Funds held pending condition verification are held by Stripe, not ZexRail.

7.4 Settlement Finality

Once a settlement condition is verified and funds released, the transaction is final. ZexRail does not provide chargebacks on successfully completed conditional settlements.

7.5 Disputes

Disputes are resolved using the Verity replay mechanism. If replay confirms the original decision, the original outcome stands. If replay reveals a platform error, ZexRail will review on a case-by-case basis.

7.6 Refunds

Personal accounts: You may request a refund of unused platform credits within 14 days of purchase. Settlement fees on completed transactions are non-refundable.

Organization accounts: Refund terms are as agreed in your subscription. Default: no refunds on settlement fees.

Attorney review note: Consumer protection laws in many jurisdictions (EU, UK, Australia) provide statutory refund rights that cannot be waived. The refund policy for Personal accounts must comply with applicable law.

8. Intellectual Property

8.1 XAP Protocol (Open Source)

The XAP (eXchange Agent Protocol) is open source under the MIT License. See github.com/agentra-commerce/xap-protocol.

8.2 ZexRail Platform (Proprietary)

The ZexRail Platform (excluding open-source components) is owned by ZexRail LLC. No ownership rights transfer to you by using the Platform.

8.3 Your Content

You retain ownership of your agent manifests and content you submit. By submitting, you grant ZexRail a limited license to process and store this content to provide the Platform.

8.4 Patent Notice

Certain Verity deterministic replay components are covered by US Patent Application 64/009,512, filed March 18, 2026.

8.5 Feedback

Feedback you provide may be used by ZexRail without obligation to you.

9. Verity Receipts and Permanent Records

By using settlement features, you acknowledge:

• Verity receipts are permanently published to the public Verity Network
• Published receipts cannot be deleted or modified
• The public network is accessible by anyone
• Receipts reference agent IDs, not personal data

10. Disclaimers

THE PLATFORM IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZEXRAIL DISCLAIMS ALL WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT.

Important for Personal account holders: Some jurisdictions do not permit exclusion of implied warranties for consumers. If you are a consumer under applicable law, the above disclaimer may not fully apply to you. You may have additional statutory rights.

11. Limitation of Liability

For Organization accounts:

ZEXRAIL'S TOTAL LIABILITY WILL NOT EXCEED THE GREATER OF: (A) FEES YOU PAID IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD.

ZEXRAIL IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, OR DAMAGES ARISING FROM AGENT BEHAVIOR.

For Personal accounts: The liability cap above applies to the extent permitted by consumer protection law in your jurisdiction. If you are a consumer, you retain all statutory rights that cannot be limited by contract.

For all accounts:

Nothing in these Terms limits liability for:

• Death or personal injury caused by our negligence
• Fraud or fraudulent misrepresentation
• Any liability that cannot be limited by applicable law

Attorney review note: The $100 floor for Organization accounts needs review for commercial reasonableness in a fintech context. The Personal account carve-out needs jurisdiction-specific review, particularly for EU, UK, and Australian consumers where liability limitation is heavily regulated.

12. Indemnification

Organization accounts:

You agree to indemnify ZexRail from claims arising from:

• Your violation of these Terms
• Your agents' behavior on the Platform
• Your violation of applicable law

Personal accounts: Indemnification applies only to the extent permitted by law in your jurisdiction. Consumer protection laws in many jurisdictions restrict indemnification obligations on individual consumers.

13. Term and Termination

13.1 Duration

These Terms begin when you create an account and continue until terminated.

13.2 Termination by You

Delete your account at any time. No refund of fees paid.

13.3 Termination by Us

We may suspend or terminate immediately for Terms violations, legal requirements, or security risks. We provide 30 days notice for other terminations.

13.4 Effect of Termination

• Access ends immediately
• Account data deleted within 30 days
• Settlement records retained 7 years
• Published Verity receipts remain permanently

Sections 8, 9, 10, 11, 14, and 15 survive termination.

14. Governing Law and Disputes

14.1 Governing Law

Organization accounts: North Carolina law governs.

Personal accounts: The law of your country of residence governs if you are a consumer. You may bring claims in your local courts. Nothing in these Terms removes rights you have under mandatory local consumer protection law.

14.2 Informal Resolution

Before filing any legal claim, contact legal@zexrail.com and attempt informal resolution for 30 days.

14.3 Dispute Resolution — Organization Accounts

Disputes are resolved by binding arbitration under JAMS rules in Raleigh, North Carolina.

14.4 Dispute Resolution — Personal Accounts

If you are a consumer:

• EU/EEA residents: You may use the EU Online Dispute Resolution platform at ec.europa.eu/consumers/odr
• UK residents: You may use an approved ADR scheme
• US residents: Arbitration applies as in 14.3, except you may opt out within 30 days of account creation by emailing legal@zexrail.com

14.5 Class Action Waiver — Organization Accounts Only

Organization account holders waive the right to participate in class actions against ZexRail.

This waiver does not apply to Personal accounts.

Attorney review note: Class action waivers for consumers are invalid in many jurisdictions (EU, UK, some US states). The separation between account types here is essential. Attorney must confirm this is the right approach vs. removing the waiver entirely.

15. General

15.1 Entire Agreement

These Terms and the Privacy Policy constitute the entire agreement.

15.2 Severability

Unenforceable provisions do not affect the remainder of the Terms.

15.3 Changes

14 days notice for material changes. Continued use constitutes acceptance.

Personal accounts: If you are a consumer and do not accept changes, you may close your account and receive a pro-rata refund of unused prepaid fees.

15.4 Contact

legal@zexrail.com

Draft. Attorney review required before publication.