Version Last modified: 30/03/2026

These Conditions govern and specifically define the supply of Zerynth Software Products accessed by the User by downloading, installing, reproducing, or otherwise using the software provided by Zerynth through its portal.

The Licensor, pursuant to this Agreement, is Zerynth S.p.a., in the person of its legal representative pro tempore, Gabriele Montelisciani, with registered office in Pisa, Galleria Giovanni Battista Gerace 14, Tax Code/VAT No. and Pisa Company Register general registration number 02188290502, hereinafter, for convenience, “Zerynth” and/or the “Licensor”.

1. Recitals

• Zerynth, owner and proprietor of the Zerynth project and brand, is active in the design, creation, and sale of solutions in the IoT (Internet of Things) and AI (Artificial Intelligence) fields, mobile software applications, web, stand-alone and embedded applications, electronic, mechatronic, and intelligent devices, and analysis and measurement instruments, uniquely identified in its reference market with the “Zerynth” brand.

• Zerynth holds the patent for a real-time multithread operating system (“Zerynth OS“), capable of providing better performance through the use of a single computing unit in which program execution occurs in parallel mode, ensuring better performance and efficiency. The “Zerynth OS” system also allows code use and reuse on a vast range of microcontrollers, providing almost complete independence of the software system from the hardware system and, consequently, a highly customizable system for every IoT solution.

• Zerynth is, therefore, the inventor and owner of the Zerynth Platform, the details and components of which are described on the website www.zerynth.com. The Zerynth Platform is provided in SaaS mode or under a perpetual license on the User’s IT systems.

• Zerynth is, therefore, the inventor and owner of all industrial property rights related to the aforementioned products and also provides design and engineering services based on the aforementioned Products.

• The Zerynth Software Product, in addition to the functions described, has the purpose of study, analysis, verification, comparison, and benchmarking between processes, products, and/or corporate strategies, in the field of scientific and industrial research, in order to offer effectiveness and/or functionality analysis, including through access to third-party generative artificial intelligence systems, for the improvement of process performance.

• Zerynth may further release new software functionalities in beta testing mode (“Beta Functionality”), granting access to those Clients who decide to participate in the testing, provided that they agree to use the Beta Functionality solely for the purpose of testing it and providing feedback, without any warranty as to the full efficiency or reliability of the testing environment.

• These Zerynth Terms of Service Access and License shall prevail over any other contractual condition of differing content, unless explicitly negotiated with the User and resulting from a written agreement.

• The use of the aforementioned products by the User is connected and subject to the knowledge and acceptance of these Conditions of Contract.

Definitions

“Access Form”: the form, accessible on the Zerynth Portal page cloud.zerynth.com (for SaaS) or at a customized address (e.g., companyname.zerynth.com) in the case of On-premises installation for the User’s access to the Zerynth Software.

“Beta Functionality” means a pre-release version of a certain functionality of the Zerynth Platform that is still under development and testing, and that is provided solely for testing purposes, which may contain errors or malfunctions and for which Zerynth makes no warranties as to continuity, reliability, or performance, and reserves the right to modify or discontinue it at any time. The “beta” status is explicitly indicated.

“Cloud Platform” (i.e., Cloud Computing): platform for the provision of computing services, offered “on demand” via the Internet such as servers, storage resources, databases, networking, software, analytics, and intelligence, via the Internet and/or mobile network (“the cloud”), to offer rapid innovation, flexible resources, and economies of scale. The use of a third-party Cloud platform allows the Company to pay only the cost for the cloud services used more efficiently, saving on operating costs and scaling resources based on the evolution of business needs. The service is provided for a fee but is far more economical than setting up proprietary systems.

“Documentation”: all user guides and operating guides, instructions for use and warranty or other similar manuals and/or documentation relating to Zerynth Software Products, Zerynth Services, “Zerynth Education and Training” Services, and “Zerynth After-Sales Assistance” Services.

“Intellectual Property”: licenses, logos, trademarks, names, signs, registered designs, image rights, copyright, inventions, utility and usage models, patents, confidential information, trade names, domain names, and any further intellectual property and similar rights and any further similar right or of corresponding character (including any asset associated therewith) claimable in any part of the World (whether or not registered or registrable).

“Internet of Things” or “IoT”: technological scope corresponding, as indicated in Recommendation Y.2020 of the International Telecommunication Union (ITU-T Rec. Y.2020), to the definition of a platform enabling new services that include cooperation between physical objects (equipped with processing, storage, communication, sensing, and actuating capabilities) and virtual objects (cyberspace) through the most modern information and communication technologies (including Internet, Cloud Computing, Edge/Fog Computing, etc.).

“On-premises License”: is a usage model for server-based software, which the licensee installs at their own premises, on their own machines. The licensee accesses the Service via a platform and/or, if provided, an APP. The User has complete and direct control of the software and data and assumes every risk associated therewith.

“SaaS or Software As a Service”: identifies all hypotheses in which the software is not installed locally but is used remotely via an Internet connection and/or a mobile network connection. It is therefore a service pertaining to “cloud computing” for which applications are executed directly online, while the supply, maintenance, and update are the direct care and responsibility of the service provider. The User, where they do not use Products equipped with connectivity to the mobile network (“4ZeroBox Mobile”), must exclusively provide for the functionality of their own devices and equip themselves with their own fast and constant internet connection.

“Software Updates”: sequences of instructions and information designed to improve, enhance, and develop the Service. The Parties agree on whether updates are chargeable or included in the initial supply: only the SaaS service includes maintenance, bug fixes, and security updates.

“Trademark”: set of signs used to identify Zerynth products in commercial operations.

“User”: the Subject, natural or legal person, identified through the Access Form who accepts to access, download, install, reproduce, and generally use Zerynth software pursuant to these Conditions of Contract.

“Zerynth Device Manager”: centralized software service for the remote management and update of Hardware equipment, as well as for diagnostics, processing, data analysis, and dashboard reporting.

“Zerynth Platform” (the Software): a system composed of the following software modules: i) Zerynth Operating System for microcontroller or microprocessor-based systems; ii) “Platform Core” Module including functionalities such as Device Management, Storage, Dashboard, Reporting, and Integrations; iii) Zerynth Apps installable individually that add specific functionalities to the Zerynth Platform; iv) “Zerynth Copilot – Zero”: software interface based on a generative artificial intelligence model that learns from an internal knowledge base to answer user questions through natural text understanding and generation. The system can be provided in two modes: (i) “On Cloud”, representing the SaaS mode through the Zerynth Cloud system; (ii) “On Premises”, representing the mode providing for, upon configuration, the execution of the system on the User’s machines, equipment, and devices.

“Zerynth Products”: identifies all individual products marketed by Zerynth, which in this specific case may be of Cloud, SaaS, or Software nature.

2. Subject Matter of the Contract and Limitations of Liability

2.1. The subject matter of this Contract is the granting, by Zerynth (Licensor), of limited rights of use of the Software to the User indicated in the registration form, without this implying or being understood as a sale of the product and/or the transfer of intellectual property rights.

2.2. Zerynth provides the Software to the User “as is”, on a non-exclusive basis, without warranty, either express or implied, of operation or fitness for the purpose indicated by the User, making it available for use via the Internet. The Software is provided for installation and use on a device, or as SaaS or Software As a Service, via a platform accessible remotely via Cloud.

2.3. Zerynth licenses its Software with different license models. The applicable license model, the duration of the license, and the amount of the license fee are identified in the signed commercial offer. The User undertakes to occasionally connect to verify the validity of their software license.

2.4. This Contract governs the usage rights acquired by the User under the respective license model, as well as the User’s general rights and obligations. It does not apply to any Zerynth Software Products released on or before May 4, 2021, or to products purchased under a perpetual license governed by a separate agreement.

2.5. The User acknowledges that access to the Software is conditional upon obtaining authentication credentials, either directly or through the holder of the Zerynth service agreement. The User shall act as custodian of the authentication credentials and undertakes not to transfer them or allow their use by any third parties unless expressly authorized. The User is also aware that the effects of their actions and activities shall be attributable to the holder of the executed Zerynth service agreement, and that any disclosure of the authentication credentials to third parties would enable unauthorized use of the Software and access to any information stored therein.

2.6. The User is aware of and undertakes to manage and use the Software for themselves or for third-party Users, contractually authorized by Zerynth, in a manner compliant with the specifications for use, better indicated in the Documentation, and exclusively for the purposes for which they are intended, aware that, for said infrastructures, in the hypothesis of anomalous or illegitimate use, the User remains solely and exclusively liable towards Zerynth.

2.7. The User is aware that the verification, comparison, and benchmarking activities referred to in the Recitals may constitute hypotheses of processing of corporate and personal data. The Client therefore undertakes to: i) guarantee compliance with EU Regulation 2016/679 (GDPR); ii) adopt adequate measures of pseudonymization, minimization, and security; iii) inform data subjects where required by applicable law; iv) limit access to data exclusively to authorized personnel, for the sole purposes of the Service.

2.8. The User is also aware that the Zerynth Copilot Service, for the management of data extracted from interconnected machinery and the related comparative activity, activates and allows interaction with third-party AI systems that use them to generate new information content, facilitating the sharing of corporate data and information, and remaining solely and exclusively responsible for the effects of said activities.

2.9. The User acknowledges that the Beta Functionality is a non-final version and may be unstable. Accordingly, as no guarantee can be provided as to the full efficiency, availability, or reliability of the Platform, the Parties agree that neither Party shall be liable for any damages, whether direct and/or indirect, arising from its use.

3. Third-Party Services

3.1. Zerynth Software Products may include or make available third-party content (including data, information, applications, and other product services) or provide links to third-party websites or services (“Third-Party Services”). Zerynth provides a detailed list of such third-party components and licenses at the address “https://zerynth.com/licenses“.

3.2. The User is aware and accepts that Zerynth shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof.

3.3. Third-Party Services and related links are provided solely for the User’s convenience, and the user accesses and uses them entirely at their own risk. The Parties expressly recall and accept, herein, the terms and conditions of such third parties.

4. Effectiveness, Duration of the Contract, and Withdrawal

4.1. The effects and obligations under this Contract shall commence upon delivery of the credentials, which coincides with the activation of the Software, and follow the effectiveness of the subscribed license(s).

4.2. In the event of extinction of the license and/or individual enablements associated with each device and/or interruption of the relationship for any reason, access and/or use of the Software on the device with expired enablement will be inhibited, and it will no longer be possible to access the information archived on the Zerynth Platform. The User expressly accepts and acknowledges being the sole person responsible for checking the validity of the license, such that Zerynth shall not be held liable and indeed shall be held harmless from any request for indemnity or compensation.

5. Reservation of Rights

5.1. Zerynth reserves the right to:

• make modifications, updates, or additions to the software and/or the methods of provision of the Services connected thereto at any time.
• suspend the usability in whole or in part of the Software and/or the Services connected thereto, subject to written notice to the User.
• suspend or terminate the Client’s access to the Beta Functionality at any time, even without prior notice and without any obligation to provide compensation.
• not to release the Beta Functionality to the public, or, at its sole discretion, to introduce so-called freemium models, with limited free use and full functionalities subject to payment.
• deny, suspend, or cancel the licensing of the Software and connected Services, if such action, at its complete discretion, should be deemed necessary: a) to protect the integrity and stability of the Service and/or its IT platform; b) in order to comply with all laws, administrative regulations, requests from legislative, administrative, and judicial Authorities, or any dispute resolution process; or c) to avoid any profile of liability, civil or criminal, of Zerynth as well as its affiliates, officers, directors, and employees; or d) to avoid or cause to cease violations of the content of this agreement including, without limitation, the Annexes.
• to collect feedback and data (technical and usage data) for development and debugging purposes.

5.2. The User is aware that, regarding the comparative analysis activities referred to in the recitals, the information acquired from Zerynth devices, systems, and solutions is used, in anonymized mode including via third-party AI systems, for the sole purpose of evaluating technical characteristics, performance, and potential improvements. Such activities will be conducted exclusively for the purpose of developing alternative or improved solutions without purposes of direct commercial exploitation of technologies, solutions, or data referable to third parties, nor the violation of industrial property rights or trade secrets.

5.3. Zerynth shall not answer for delays, suspensions, and/or interruptions in the provision of the Service caused by:

• a) force majeure or fortuitous events;
• b) tampering or interventions on the Service or equipment, carried out by the Client or by third parties;
• c) incorrect use of the Service by the User;
• d) malfunction of the devices and electronic computers used by the User.

5.4. Zerynth does not interact directly with the User’s systems; therefore, the User undertakes to notify Zerynth without delay of any malfunction and/or inefficiency of the Service exclusively via the reporting form present within the Zerynth Platform (Section “Help/Technical Support”) or on the contact form present on the website https://zerynth.com/contact/

6. Autonomy, Trademarks, and Intellectual Property Rights

6.1. In the provision of its Services, Zerynth does not assume roles of direction, coordination, vigilance, supervision, or control whatsoever with reference to the User’s reference activities. Zerynth and the User are independent economic subjects, outside of any bond of stability, subordination, or coordination and without assuming any relationship of subordination, para-subordination, or agency.

6.2. Zerynth does not grant the use of the “Zerynth” trademark and/or distinctive signs unless to allow the execution of the obligations deducted in this agreement.

6.3. All paper, digital, audio, and video documentation, as well as logos, distinctive signs, graphic signs, and any other data and information provided by Zerynth or created ad hoc are and shall remain the exclusive property of Zerynth, and the User may claim no further right of use.

6.4. The User is bound to the strictest secrecy regarding experiences, information, and knowledge (secret know-how) acquired during the course of the commercial relationship regulated by this agreement, pursuant to letter c) of the first point of Art. 98 of the Industrial Property Code (Legislative Decree 10 February 2005 no. 30). In any case, it is expressly forbidden to copy, in whole or in part, Zerynth software and in any case to carry out the operations referred to in Art. 64-bis, lett. a) and b), Law 22 April 1941, no. 633. It is also forbidden for the User to grant sublicenses, disclose, disassemble, decompile, perform reverse engineering operations, or modify the Software.

6.5. Any violation of this article is considered a “serious breach” and shall entitle Zerynth to terminate this agreement and every existing relationship immediately, in addition to compensation for damages.

7. Warranty

Zerynth guarantees exclusively the following:

• i) Zerynth is the owner of the Software made available to the User and offers every broadest guarantee of its efficient operation in line with the characteristics best highlighted in the Documentation relating to the Software itself.
• ii) Zerynth guarantees exclusively the functions of the Software described in the aforementioned documentation.
• iii) For the effect of the previous points i) and ii), it does not constitute a defect if the Software does not satisfy particular requirements or expectations of the User not included in the characteristics reported in the documentation.
• iv) Zerynth is not required to correct quality or proprietary defects caused by: a) use of the software contrary to the provisions of this Contract; b) use of the software in systems or in combination with hardware and software unsuitable for such purpose and not released by the Licensor; c) alteration of the software by the User, unless the User can demonstrate that they did not cause the defect.

8. Termination of the Relationship and Express Termination Clause

8.1. Withdrawal from this agreement does not affect the expiration of the license and therefore the functionality of the Service and the obligation to pay for activities and services rendered, as well as those regularly ordered.

8.2. Zerynth reserves the right to terminate this Contract, with consequent interruption of the commercial relationship and every contract connected thereto, in addition to the case of violation of obligations assumed with this agreement, also in case of non-existence of minimum requirements or non-veracity or correctness of information provided, also where it is ascertained that the User has defaulted towards Zerynth or where it is ascertained or results that the same is subject to judicial procedures of any type.

8.3. In any case, in any hypothesis of termination of this agreement, any right to the maintenance of all User data contained in the platform and/or infrastructure made available by Zerynth, or by third parties connected with Zerynth Software Services, shall also cease.

9. Contract, Governing Law, and Competent Jurisdiction

9.1 The Parties consistently agree that this agreement shall be interpreted in every meaning according to the contents of the Italian language and shall be governed by Italian law.

9.2. For all disputes that may arise in the interpretation and/or execution of this Contract between Zerynth and the User, the Parties agree, by mutual consent, to devolve any dispute whatsoever in judicial proceedings to the exclusive competence of the Italian Judge and in particular to the exclusive competence of the Court of Pisa.

10. Personal Data Protection: Privacy Policy. Reference

Regarding the protection of personal data, as well as the methods of processing the same and the information notice pursuant to Legislative Decree 30 June 2003 no. 196 (Privacy Code) which implements in Italy Directive 95/46/EC regarding the protection of personal data, as well as Directive 2002/58/EC on the protection of personal data in electronic communications, as well as pursuant to European Regulation no. 679/2016, approved on April 14, 2016, reference is made to the content of the Privacy Policy at the page www.zerynth.com/privacy/.