Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you and IAH.FIT Inc., a Delaware corporation with its principal place of business at 21750 Hardy Oak Blvd, Ste 104, San Antonio, TX 78258-4946 (“HitZERØ,” “we,” “us,” “our”). They govern your use of hitzero.com, hitzero.ai, and any related software, applications, APIs, and services (the “Platform”). By creating an account, accessing the Platform, or generating any Creation, you accept these Terms. If you do not accept them, do not use the Platform.

These Terms are designed to operate together with any HitZERØ Commercial Use and Rights Certificate or Non-Exclusive Commercial License Certificate issued with a Creation (each, a “Certificate”). Where a Certificate addresses the grant of rights, the scope of those rights, or HitZERØ’s defense and indemnity for a Rights-Chain Claim, the Certificate and these Terms are intended to state the same allocation, and the specific provisions identified in Section 6.6 control.

1. Who Can Use HitZERØ — Your Creative Space

HitZERØ is built for creators who want to make original music and hold the rights to what they create.

You must be at least thirteen (13) years old to use the Platform. The Platform is not directed to children under 13, and we do not knowingly collect personal information from anyone under 13. If we learn we have, we will promptly delete it in accordance with the Children’s Online Privacy Protection Act (“COPPA”).

Users between 13 and 17 may use the Platform only with the consent and supervision of a parent or legal guardian, who agrees to be bound by these Terms on their behalf and is responsible for supervising the minor’s use of the Platform.

Real-name registration. You must use accurate, current, and complete information when registering. Each user is permitted one (1) account unless we expressly authorize multiple accounts.

PG-13 content standard. “PG-13” means content equivalent to the MPAA PG-13 rating standard, excluding profanity, explicit sexuality, drug glorification, and graphic violence.

Content moderation. We use automated, real-time AI moderation that aims to keep the experience PG-13 by detecting and filtering profanity, bullying, hate speech, drug references, and other inappropriate content. Moderation is provided on a commercially reasonable, best-effort basis only. We do not represent or warrant that the moderation system will detect, block, or filter all violating content, and you may still encounter content that violates these standards.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HITZERØ DISCLAIMS ALL LIABILITY ARISING FROM (a) CONTENT THAT IS NOT DETECTED, BLOCKED, OR FILTERED BY OUR MODERATION SYSTEM, OR (b) CONTENT THAT IS DETECTED, BLOCKED, OR FILTERED IN ERROR.

2. Your Account

You are responsible for the confidentiality of your account credentials and for all activity that occurs under your account. Provide accurate registration information and keep it current. Notify us at legal@hitzero.com immediately if you suspect unauthorized use.

Compromised credentials. If your account is compromised, we may suspend access until you complete identity verification. We are not liable for losses arising from compromised credentials except as required by law.

3. The Service: Sonic Intelligence and Original Creations

HitZERØ provides AI-assisted creation tools, including the IAH Resonance Engine™, Sonic Intelligence™, and Sonic Infusion™, that help you generate original music, lyrics, and audio works (“Creations” or “Output”) through a human-directed creative process. The Platform is engineered to produce original outputs.

Probabilistic nature of AI. You acknowledge that AI systems are probabilistic and that, despite our originality safeguards and content controls, outputs may on rare occasions resemble pre-existing works without our intent or knowledge. Due to the nature of artificial intelligence, Creations may share stylistic or structural similarities with other outputs generated on the Platform. We do not guarantee the absolute uniqueness of any Creation, and you acknowledge this risk.

No copyright eligibility guarantee. As U.S. law currently stands, AI-generated content without sufficient human authorship may not be registrable with the U.S. Copyright Office. The U.S. Copyright Office’s January 2026 guidance reaffirmed that outputs of generative AI models are not eligible for copyright protection unless a human author made sufficiently creative contributions beyond prompting. HitZERØ does not warrant that any Creation will be copyrightable. As described in Section 4, the registrability of a Creation does not affect the Exploitation Rights you hold in it.

HitZERØ Sonic Intelligence. Creations on HitZERØ are produced by the HitZERØ generation system, which includes our proprietary AI models and the Sonic Intelligence™ resonance engine. All Creations delivered to you are final-stage outputs of the HitZERØ Sonic Intelligence™ resonance engine.

Supplementary technology. HitZERØ retains full discretion over the technical components used inside the HitZERØ generation system, including the right to add, remove, update, swap, or supplement components at any time and for any reason, including capacity, quality, performance, redundancy, system maintenance, or vendor changes. From time to time and at HitZERØ’s sole discretion, the generation system may incorporate vetted, ethically aligned third-party AI technologies as input components. HitZERØ is under no obligation to disclose which components are active at any given time, the frequency of their use, or the identities of any third-party providers. Regardless of which components contribute to an input stage, every Creation passes through the HitZERØ Sonic Intelligence™ resonance engine before delivery, and the final Creation is a HitZERØ output.

License to HitZERØ. By generating Creations on HitZERØ, you grant HitZERØ a perpetual, worldwide, royalty-free, non-exclusive, sublicensable license to use, store, process, transmit, and serve your Creations as necessary to operate, maintain, support, and improve the Platform and the HitZERØ generation system. This license includes the right to route generation requests and Creations through any components of the HitZERØ generation system, including any third-party input components HitZERØ may use under this section, solely for the purpose of generating, processing, and delivering your Creation to you. Third-party input components, where used, operate as service providers to HitZERØ under this section.

Public Creations. When you mark a Creation as Public, you grant HitZERØ an additional, non-exclusive, perpetual, worldwide, royalty-free license to: (a) include the Public Creation in HitZERØ Stations, curated playlists, and network programming; (b) use the Public Creation to train, fine-tune, and improve HitZERØ’s proprietary AI models and Sonic Intelligence™ resonance engine; and (c) use the Public Creation for quality assurance, benchmarking, and Platform research. You may withdraw this expanded license at any time by changing the Creation’s status from Public to Private through your account settings. Withdrawal applies to future use; HitZERØ may retain and continue to use the Public Creation in models or systems where it has already been incorporated, but will not initiate new training or programming use after withdrawal.

Private Creations. Creations marked Private are not included by HitZERØ in HitZERØ Stations or curated programming, and are not used by HitZERØ to train HitZERØ’s proprietary models or for HitZERØ’s benchmarking or research. Private Creations may still be routed through the HitZERØ generation system, including any third-party input components, solely to generate, process, and deliver your Creation to you.

Third-party input components. Third-party services that may be used as input components inside the HitZERØ generation system operate under their own terms of service. HitZERØ selects third-party providers on ethical-sourcing and aligned-practices criteria, and structures its arrangements so that no third-party input component retains an ownership interest in the rendered Creation delivered to you. HitZERØ does not control the internal operations of any third-party service. Your rights to your Creations under this Agreement, including the Exploitation Rights and the warranty in Section 8 of the applicable Certificate, are not affected by HitZERØ’s use of any third-party input component.

4. Ownership and License — General

Exploitation Rights. Subject to your continued compliance with these Terms and the specific provisions in Section 6, you receive the Exploitation Rights in the Creations you generate. “Exploitation Rights” means the complete commercial right to use, reproduce, adapt, edit, remix, modify, distribute, stream, publicly perform, synchronize, broadcast, monetize, and otherwise exploit a Creation in any lawful manner, in any medium, throughout the world, in perpetuity, and, for One-of-One Creations, to sublicense those rights. The scope of the Exploitation Rights differs between One-of-One Creations and Non-Exclusive Creations as described in Section 6.1.

Ownership of use versus statutory copyright. The Exploitation Rights are yours to hold and exercise as your own. Separately, because of the nature of AI-generated works, statutory copyright registration may be unavailable for a Creation that lacks sufficient human authorship, as described in Section 3. This is a feature of copyright law, not a limitation HitZERØ places on you. Your Exploitation Rights are unaffected by registrability: you may use, remix, broadcast, distribute, and monetize the Creation exactly as described, whether or not it is registrable. Lyrics, prompts, vocal performances, and original arrangements you author may be separately registrable, subject to the same human-authorship standard. We retain only the rights necessary to operate the Platform and the rights expressly listed in Sections 3 and 6.

5. Use Restrictions on Your Creations

You may use your Creations for personal, professional, and commercial purposes, including release and monetization on third-party streaming and distribution services such as Spotify, Apple Music, YouTube Music, Amazon Music, TIDAL, SoundCloud, and similar platforms, except that you may not:

(a) Compete directly with HitZERØ. You may not use Creations to develop, train, fine-tune, evaluate, benchmark, or commercially differentiate an AI music generation platform, AI sonic intelligence platform, AI music streaming platform, or AI music creation engine that operates in direct competition with HitZERØ’s core products. For clarity: releasing your Creations on existing third-party consumer streaming, distribution, and sync platforms is expressly permitted. Using Creations to seed training data for a competing AI music generation model is not.

(b) Bulk-distribute as a Platform substitute. You may not aggregate, bundle, or repackage Creations in a manner designed to function as a substitute for HitZERØ’s curated network, station catalog, or generation service.

(c) Misrepresent authorship. You may not falsely claim that a Creation was produced solely by human composition. You must comply with all applicable AI content disclosure requirements, including California AB 2013, the Tennessee ELVIS Act, and equivalent state laws.

Severability. If any portion of this Section 5 is held unenforceable in any jurisdiction, the remainder remains in effect, and the unenforceable portion will be reformed to the narrowest scope necessary to make it enforceable. These restrictions are intended as license-scope conditions; breach voids the commercial use license for the affected Creations.

PROs and rights management. You are responsible for accurate metadata, splits, and any claims arising from your registration of Creations with performing rights organizations (“PROs”), publishers, distributors, or rights-management services.

6. Intellectual Property and Commercial Use

6.1 Output Ownership and License Rights

Upon generation of any Creation using HitZERØ Sonic Intelligence, you receive the Exploitation Rights defined in Section 4, with a scope that depends on the type of Creation:

(a) One-of-One Creations (Creations generated under your personal account and documented with a One-of-One Commercial Use and Rights Certificate): You hold, exclusively and as your own, the Exploitation Rights in the delivered master recording and underlying musical composition, together with a perpetual, worldwide, royalty-free, irrevocable commercial license consistent with those rights, and the right to grant non-exclusive sublicenses (and further sublicenses) of the Creation, subject only to the restrictions in Section 5. No other party, including HitZERØ, holds or may exercise those rights in the specific rendered Creation file. As described in Section 4, the Exploitation Rights are distinct from, and do not depend on, statutory copyright registrability.

(b) Non-Exclusive Creations (Creations from the HitZERØ library or station catalog documented with a Non-Exclusive Commercial License Certificate): You hold the Exploitation Rights on a non-exclusive basis — a perpetual, worldwide, royalty-free, non-exclusive commercial use license to use, reproduce, perform, sync, broadcast, distribute, and monetize the Creation for your own purposes. This does not include exclusive ownership of, or the right to sublicense, the master recording or musical composition. You may not grant sublicenses of the Track itself to third parties (except the limited event authorization in Section 6.3). Multiple licensees may hold identical non-exclusive rights to the same Track.

6.2 Limited Sonic Intelligence Representation

HitZERØ represents (not warrants) that Creations generated using HitZERØ Sonic Intelligence:

• (a) Are generated using proprietary AI technology trained on materials that HitZERØ believes, based on reasonable diligence, to have been sourced from ethically licensed, public domain, or otherwise non-infringing sources;
• (b) Are generated through stochastic processes designed to produce unique outputs and are not intended to copy from existing copyrighted compositions or master recordings;
• (c) Are not, to HitZERØ’s knowledge, designed to infringe third-party intellectual property rights;
• (d) Are documented in HitZERØ’s training data ledger, which records the source and license basis for materials used to train HitZERØ’s proprietary AI models. Summary information from the ledger, sufficient to validate the representations in this section and redacted to protect trade secrets and third-party licensing terms, may be made available to commercial counterparties engaged in bona fide diligence under appropriate confidentiality protections.

This representation is limited to HitZERØ’s training and generation methodology. It is not a warranty of non-infringement and does not address similarity of a Creation to a pre-existing work. It supports, and is distinct from, the specific ownership warranty and rights-chain defense and indemnity in Section 8 of the applicable Certificate. Section 6.5 governs HitZERØ’s liability for any infringement claim.

6.3 Commercial Use License and Event Authorization

For all Creations, you receive a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, perform, sync, broadcast, distribute, and monetize the Creation for commercial purposes, including competitions, performances, broadcasts, films, podcasts, brand marketing, sync licensing, and distribution.

You may grant event producers, competition organizers, venues, schools, broadcasters, and similar parties the limited rights they require to record, reproduce, publicly perform, livestream, and distribute video-on-demand of any performance, routine, or event that incorporates the Creation.

Competition mixes and source use. You may combine a Creation with other licensed HitZERØ Creations, add your own voiceovers, counts, sound effects, instrumental layers, and vocal performances, and edit, arrange, and time the material to create competition mixes or other derivative works. The resulting mix is a derivative work that you author and own. HitZERØ provides the source Creations and the rights to them; you are responsible for your added material and for the combined work as a whole. The defense and indemnity in Section 8 of the applicable Certificate apply only to the original HitZERØ source Creations, not to your added material or the combined mix.

6.4 HitZERØ Creator Service License

To operate the Platform, HitZERØ requires a limited license to your Creations. By generating Creations on the Platform, you grant HitZERØ a non-exclusive, royalty-free, worldwide, sublicensable license to:

• (a) Display, store, transmit, and serve your Creations within the Platform for your use and the use of authorized listeners;
• (b) Use anonymized, aggregated data about Creations to improve the Platform’s models, recommendations, and services;
• (c) Use anonymized samples of Creations for the limited purpose of internal research, quality assurance, and Platform improvement, provided that no Creation is reproduced or distributed externally without your consent;
• (d) Display Creations in HitZERØ’s marketing materials with your consent (which you may grant or withhold).

This license is operational and does not transfer ownership of, or any Exploitation Rights in, your Creations. You may revoke this license by deleting your Creations or closing your account, except for anonymized data and copies retained for legitimate business or legal compliance purposes, which shall be deleted upon request where required by law.

6.5 Limitation of Liability — Output Claims

YOU ACKNOWLEDGE THAT GENERATIVE AI IS AN EMERGING TECHNOLOGY AND THAT NO PLATFORM CAN GUARANTEE WITH ABSOLUTE CERTAINTY THAT OUTPUT WILL NOT INFRINGE THIRD-PARTY RIGHTS.

EXCEPT FOR THE LIMITED REPRESENTATIONS IN SECTION 6.2 AND THE SPECIFIC OWNERSHIP WARRANTY, DEFENSE, AND RIGHTS-CHAIN INDEMNITY IN SECTION 8 OF THE APPLICABLE CERTIFICATE, HITZERØ MAKES NO OTHER WARRANTIES REGARDING CREATIONS, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR COPYRIGHTABILITY.

EXCEPT FOR RIGHTS-CHAIN CLAIMS AS PROVIDED BELOW, HITZERØ’S TOTAL LIABILITY FOR ANY CLAIM RELATED TO CREATIONS, INCLUDING ANY SIMILARITY-BASED CLAIM OF INFRINGEMENT BY A THIRD PARTY, IS LIMITED TO THE GREATER OF: (A) THE FEES YOU PAID TO HITZERØ IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) $100 USD. This per-claim limit is subordinate to and does not exceed the overall aggregate liability cap in Section 14.

Rights-Chain Claims. For Rights-Chain Claims (as defined in the applicable Certificate), HitZERØ’s defense and indemnification obligations are governed by Section 8 of the applicable One-of-One or Non-Exclusive Commercial Use Certificate issued with the Creation. Under those provisions, HitZERØ will handle and control the defense of the Rights-Chain Claim, including selecting counsel and controlling settlement, and will indemnify you for direct damages and settlement amounts up to the cap stated in the Certificate: fifteen thousand U.S. dollars ($15,000) per Track for One-of-One Creations, and fifteen thousand U.S. dollars ($15,000) per Track in the aggregate across all licensees for Non-Exclusive Creations. These Certificate provisions control over the general limitations in this Section 6.5 and in Section 14 with respect to Rights-Chain Claims only. Similarity-based claims are not Rights-Chain Claims and are not covered by the Certificate defense or indemnity.

6.6 Commercial Use Certificate; Order of Precedence

HitZERØ may, at its discretion, issue a Certificate with each Creation. This Certificate documents: (a) the Creation was generated by HitZERØ Sonic Intelligence; (b) the type of license granted (One-of-One or Non-Exclusive); (c) your rights under these Terms; and (d) HitZERØ’s representations regarding the generation process, together with the ownership warranty, defense, and rights-chain indemnity in its Section 8. The Certificate serves as documentation of your rights for third parties. It does not provide indemnification, defense, or hold-harmless coverage except to the extent expressly stated in the Certificate itself.

Order of precedence. In the event of any conflict between a Certificate and these Terms, these Terms control, except that Sections 1 (License Grant), 3 (Scope of Rights; Master, Composition, and Copyright), and 8 (Ownership Warranty, Defense, and Rights-Chain Indemnity) of the applicable Certificate control and are not limited, qualified, or overridden by any general disclaimer of warranties or rights in these Terms, including the disclaimers in Sections 6.5, 13, and 14. HitZERØ will maintain these Terms so that they do not contradict the grant, the scope of rights, or the defense and indemnity stated in the Certificate.

6.7 Chain of Title

Each Creation generated on HitZERØ has a documented rights chain, anchored to an immutable on-chain provenance record verifiable at HITZERO.COM/VERIFY:

• (a) HitZERØ represents, subject to Section 6.2, that its proprietary AI models are trained on materials that HitZERØ owns, has licensed, or has determined to be in the public domain or otherwise non-infringing, with documentation maintained in HitZERØ’s training data ledger;
• (b) Upon generation, the Exploitation Rights described in Section 6.1 vest in the user (exclusive Exploitation Rights for One-of-One Creations; non-exclusive Exploitation Rights for Non-Exclusive Creations), subject to the use restrictions in Section 5 and the operational licenses in Sections 3 and 6;
• (c) The user holds the right, for One-of-One Creations, to grant further licenses (including sync licenses, mechanical licenses, master use licenses, and distribution rights) to third parties for commercial exploitation of the Creation, subject in all cases to the use restrictions in Section 5 and the license type granted;
• (d) HitZERØ retains no ownership interest in user Creations and asserts no royalty, mechanical, or performance claim against the user or the user’s downstream licensees.

A commercial counterparty acquiring or licensing rights from a HitZERØ user may rely on the applicable Certificate and this chain of title for the purpose of evaluating the transaction, subject to the limitations of Sections 6.2 and 6.5 and the user’s compliance with these Terms.

7. Acceptable Use

The Platform is a creative space governed by the PG-13 content standard defined in Section 1. We use automated, real-time AI moderation to enforce this standard by detecting and filtering profanity, slurs, hate speech, harassment, bullying, drug references, alcohol abuse, violence, sexually explicit content, and content that endangers minors. Moderation is provided on a commercially reasonable, best-effort basis. We do not represent or warrant that the moderation system will detect, block, or filter all violating content. You remain solely responsible for the content you create, request, distribute, or consume through the Platform.

You agree not to create, upload, request, or distribute content that: contains profanity, slurs, hate speech, harassment, or bullying; depicts or promotes illegal drug use, alcohol abuse, or violence; is sexually explicit, or sexualizes or endangers minors in any way; infringes any third party’s copyright, trademark, right of publicity, or privacy; impersonates another person, artist, brand, or public figure; is defamatory, fraudulent, or knowingly false; or promotes self-harm, terrorism, or any unlawful activity.

You also agree not to: reverse engineer, decompile, disassemble, scrape, or attempt to extract or reconstruct the source code, model weights, prompts, training data, or proprietary methods of the Platform; use Platform outputs to train, fine-tune, evaluate, benchmark, or develop any artificial intelligence model or service (except for the commercial use rights granted in Section 6.3, which do not include training rights); use bots, crawlers, automation, or shared accounts to access the Platform or consume resources beyond what your subscription permits; resell, sublicense, white-label, or repackage Platform access; circumvent rate limits, content filters, watermarking, or security controls; or use the Platform in violation of any applicable law, sanctions regime, or export control.

Enforcement. Violations of this Section 7 may result in immediate suspension or termination of your account, removal of content, and forfeiture of any Fuel balance held in your account, without notice.

8. Content Moderation

We operate automated and human content moderation. We may, at our sole discretion and without prior notice, review, remove, refuse, restrict, label, or suspend any content or account that we believe violates these Terms or applicable law. We may preserve content as required by law or to enforce these Terms. We are not obligated to host or retain any content, and we may terminate repeat offenders in accordance with our DMCA policy (Section 11).

9. Subscriptions, Fuel, and Billing

Some Platform features require a paid subscription or the purchase of Fuel ($0.01 USD per Fuel unit, sold in packs).

Auto-renewal. Subscriptions automatically renew at the end of each billing period at the then-current price until you cancel. By subscribing, you affirmatively consent to recurring charges and authorize us and our payment processor to charge your payment method on a recurring basis. The renewal terms, including frequency, amount, and how to cancel, are presented to you at checkout in clear and conspicuous form before purchase, in compliance with the California Automatic Renewal Law (Cal. Bus. and Prof. Code § 17602), the federal Restore Online Shoppers’ Confidence Act (“ROSCA”), the FTC’s Click-to-Cancel rule, and equivalent state laws.

Pre-renewal notices. For annual subscriptions and subscriptions converting from a free or discounted trial, we will provide a clear pre-renewal notice at least seven (7) days but no more than thirty (30) days before the renewal date.

Cancellation. You may cancel at any time from your account settings using the same online mechanism you used to subscribe, or by emailing legal@hitzero.com. Cancellation takes effect at the end of the current billing period and you retain access until then.

Pricing changes. We will give you at least thirty (30) days’ notice before any price increase takes effect. Continued use after the effective date constitutes acceptance.

Refunds. Subscription fees are non-refundable except where required by law, including the California ARL, applicable EU consumer withdrawal rights for unused services, and similar consumer protection statutes. Fuel pack purchases are final and non-refundable in all cases. Fuel is a digital consumable; by purchasing, you expressly consent to immediate access and waive any right of withdrawal to the maximum extent permitted by law. Unused Fuel does not expire while your account remains active and in good standing. Fuel is forfeited upon account termination for cause or as required by law. In jurisdictions where forfeiture on inactivity is restricted, we will provide notice and comply with applicable law.

Taxes. You are responsible for applicable sales, use, VAT, GST, and similar taxes. Failed payment. If a charge fails, we may suspend access until payment is resolved.

10. Our Intellectual Property

HitZERØ® and Sonic Supplements® are registered trademarks of IAH.FIT Inc. Sonic Intelligence™, IAH Resonance Engine™, and Sonic Infusion™ are trademarks of IAH.FIT Inc. The HitZERØ name, logos, gold gradient identity, software, models, design system, and all related copy and proprietary technology are owned by IAH.FIT Inc. and protected by copyright, trademark, trade secret, and other laws. Nothing in these Terms grants you any rights in our marks or technology except the limited license to use the Platform.

11. Copyright Complaints (DMCA)

We respect intellectual property rights. If you believe content on the Platform infringes a copyright you own or control, send a notice that complies with 17 U.S.C. § 512(c)(3) to our designated agent: DMCA Designated Agent, IAH.FIT Inc., 21750 Hardy Oak Blvd, Ste 104, San Antonio, TX 78258-4946, Email: legal@hitzero.com.

Your notice must include: (a) your physical or electronic signature; (b) identification of the copyrighted work; (c) the URL or location of the allegedly infringing material; (d) your contact information; (e) a good-faith statement that the use is unauthorized; and (f) a statement under penalty of perjury that your notice is accurate and you are authorized to act on behalf of the copyright owner.

Repeat infringers. In accordance with 17 U.S.C. § 512(i), we will terminate the accounts of users who repeatedly infringe copyright. We track and aggregate DMCA notices against each account.

Counter-notification. If you believe content was removed in error, you may submit a counter-notification under 17 U.S.C. § 512(g). Submitting a counter-notification subjects you to legal liability if it is materially false. Counter-notices should include the same information as the original notice, plus your statement under penalty of perjury that you have a good-faith belief the content was removed by mistake. We will respond promptly to DMCA notices, may remove or disable access to the content, and will provide notice to the user whose content was removed.

12. Third-Party Services

The Platform integrates third-party services for payments, analytics, communications, infrastructure, and distribution. Your use of those services is subject to their terms. We are not responsible for third-party services and disclaim liability for their acts, omissions, or service interruptions.

13. Disclaimers

THE PLATFORM AND ALL CREATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, HITZERØ DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ORIGINALITY, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT ANY CREATION IS UNIQUE, FREE OF THIRD-PARTY CLAIMS, OR ELIGIBLE FOR COPYRIGHT REGISTRATION.

Exception. The foregoing disclaimers do not limit the specific representations in Section 6.2 or the ownership warranty, defense, and rights-chain indemnity expressly provided in Section 8 of an applicable Certificate, which control as provided in Sections 6.5 and 6.6.

Health and wellness. Content on the Platform supports creativity, focus, and creative wellness. It is not medical advice, diagnosis, or treatment. Consult a qualified professional for medical, mental-health, or therapeutic decisions.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HITZERØ AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID HITZERØ IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS LIMIT IS AGGREGATE, NOT PER-CLAIM.

Rights-Chain Claim exception. This Section 14 is subject to the Rights-Chain Claim provisions in Section 6.5 and Section 8 of the applicable Certificate, which control for those claims and provide HitZERØ’s defense and the $15,000 per-Track indemnity cap. Some jurisdictions do not allow certain warranty exclusions or liability limitations; in those jurisdictions, our liability is limited to the smallest extent permitted by applicable law.

15. Indemnification by You

You will indemnify, defend, and hold harmless IAH.FIT Inc. and its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any third-party claim, demand, loss, liability, damage, or expense, including reasonable attorneys’ fees, arising out of or related to:

• (a) Your use of the Platform;
• (b) Your Creations or content;
• (c) Your violation of these Terms;
• (d) Your violation of any law or third-party right;
• (e) Any sublicense, registration, distribution, or commercial exploitation of your Creations.

Exclusion for Rights-Chain Claims. Your indemnification obligation under this Section 15 does not apply to, and expressly excludes, a Rights-Chain Claim as defined in the applicable Certificate. For a Rights-Chain Claim, HitZERØ handles the defense and indemnifies you as set forth in Section 8 of the applicable Certificate and Section 6.5, and you have no obligation to indemnify, defend, or hold any Indemnified Party harmless. This Section 15 continues to apply to all other claims, including similarity-based infringement claims arising from your use, distribution, modification, combination, or exploitation of a Creation, and claims arising from your added material in a competition mix or other derivative work.

Procedure. For claims subject to your indemnity under this Section 15, HitZERØ will give you prompt notice of the claim; permit you to control the defense and settlement, provided that you may not settle any matter affecting HitZERØ or its affiliates without HitZERØ’s prior written consent; and reasonably cooperate with you at your expense. HitZERØ may, at its option, participate in the defense at its own expense. For Rights-Chain Claims, the defense is handled and controlled by HitZERØ as described in the Certificate and Section 6.5, not by you.

Cap on indemnification. Your indemnification obligation under this Section 15 is uncapped except where required by applicable law.

16. Information for Commercial Counterparties

For the information of record labels, publishers, sync agencies, distributors, brand partners, advertising agencies, and other commercial counterparties evaluating engagement with HitZERØ users:

• (a) The Platform is operated by IAH.FIT Inc., a Delaware corporation in good standing, with principal operations in Texas;
• (b) The Platform’s training data sourcing follows HitZERØ’s internal training data standards, documented in the training data ledger referenced in Section 6.2;
• (c) These Terms are structured to vest the exclusive Exploitation Rights in users for One-of-One Creations and to grant strong non-exclusive commercial use rights for Non-Exclusive Creations, and to support downstream commercial licensing, as described in Section 6.7;
• (d) For each Creation, HitZERØ stands behind its title with the ownership warranty, defense, and rights-chain indemnity in Section 8 of the applicable Certificate, anchored to an on-chain provenance record verifiable at HITZERO.COM/VERIFY;
• (e) HitZERØ does not assert ownership, royalty, or performance rights against user Creations or their downstream licensees.

This information is provided for the convenience of commercial counterparties. It is not a representation, warranty, or inducement, and does not create direct contractual privity between HitZERØ and any counterparty. Counterparties evaluating specific transactions should conduct their own diligence and may request additional information under Section 17.

17. Diligence Cooperation

For bona fide commercial transactions involving Creations, including label signings, publishing deals, sync licenses, advertising placements, brand partnerships, competition-clearance reviews, and platform acquisitions, HitZERØ may, at its discretion, provide diligence materials to the parties to the transaction. Such materials may include: (a) Creation provenance records, including the date and account associated with the Creation’s generation, and confirmation of issuance and validity of the applicable Certificate; (b) summary information from HitZERØ’s training data ledger, redacted to protect trade secrets and third-party licensing terms, sufficient to validate the representations in Section 6.2; (c) content moderation records relevant to the specific Creation; and (d) confirmation of the user’s account status and compliance with these Terms at the time of generation.

Diligence cooperation is provided subject to: (i) HitZERØ’s discretion; (ii) execution of commercially reasonable confidentiality protections; (iii) verification of the requesting party’s legitimate interest in the transaction; and (iv) HitZERØ’s reasonable administrative fees for cooperation beyond standard support. HitZERØ is under no obligation to provide diligence materials in any specific form or timeframe, and reserves the right to decline requests that are unduly burdensome, speculative, or contrary to HitZERØ’s legal or business interests.

18. Data Confidentiality

HitZERØ does not sell, rent, or share user-identifiable Creation data, prompt content, or account information with third parties for marketing or advertising purposes, except as required by law, valid legal process, or as disclosed in the HitZERØ Privacy Policy. Anonymized, aggregated data may be used for Platform improvement as described in Section 6.4. Third-party input components used in generation receive only the data necessary to fulfill the generation request and, as disclosed in Section 3, operate under their own terms of service. For commercial counterparties: HitZERØ treats user Creation data and account information as confidential in the context of partnership discussions, M&A diligence, and licensing evaluations, subject to standard confidentiality agreements and the carve-outs above.

19. No Competition with Private Creations

HitZERØ does not include Private Creations in HitZERØ Stations, curated programming, or any commercial exploitation by HitZERØ, except for the operational rights described in Section 3 (License to HitZERØ) necessary to deliver the Creation to the user. For Public Creations, the rights granted in Section 3 (Public Creations) apply, and the user is deemed to have consented to those uses by marking the Creation Public. Users seeking to ensure no HitZERØ use of their Creation beyond operational delivery should mark the Creation Private.

20. Termination

You may close your account at any time from your account settings. We may suspend or terminate your access at any time, with or without notice, for breach of these Terms, suspected fraud, security risk, prolonged inactivity, or as required by law. On termination: your right to use the Platform ends immediately; unused Fuel is forfeited subject to the limitations in Section 9; and we may delete your account data after a reasonable retention period.

Effect on your rights in Creations. Termination of your account does not revoke the Exploitation Rights already vested in Creations you generated before termination, or the defense and indemnity in any Certificate already issued to you, except where revocation is permitted under Section 6 of the applicable Certificate (fraud, illegal activity, chargeback abuse, or material breach).

Survival. Sections that by their nature should survive, including but not limited to Sections 3 (Service and Licenses), 4 (Ownership), 5 (Use Restrictions), 6 (IP and Commercial Use, including 6.5, 6.6, and 6.7), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 16 through 19, 21 (Dispute Resolution), 22 (Governing Law), and this survival clause, survive termination. The defense and indemnity in an issued Certificate survive as provided in that Certificate.

21. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully. It affects your legal rights.

(a) Informal resolution. Before filing a claim, you agree to attempt to resolve the dispute informally by emailing legal@hitzero.com with a description of the dispute. If we cannot resolve it within sixty (60) days, either party may proceed to arbitration.

(b) Binding arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, before a single arbitrator, in San Antonio, Texas, or another location the parties mutually agree. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act (9 U.S.C. § 1 et seq.) governs the interpretation and enforcement of this section.

(c) Class action waiver. YOU AND HITZERØ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. The arbitrator may not consolidate claims or preside over any class proceeding. If this waiver is found unenforceable, then this Section 21 is null and void as to the affected claim, which will proceed in court under Section 22.

(d) Mass-filing protocol. If twenty-five (25) or more substantially similar arbitration demands are filed against HitZERØ within a sixty (60) day window by claimants represented by the same or coordinated counsel, the parties will administer the demands in batches of up to fifty (50), selected as bellwethers by counsel for each side, with subsequent batches paused pending resolution of the first batch. The parties will negotiate in good faith to streamline filing fees and discovery in the bellwether process. If a court of competent jurisdiction finds this provision unenforceable, the bellwether protocol is fully severable and the remainder of this Section 21 remains in full force and effect.

(e) Time limit on claims. Any claim arising out of or relating to these Terms or the Platform must be filed within one (1) year after the claim accrues, or it is permanently barred, except where a longer period is required by law that cannot be shortened by contract.

(f) Exceptions. Either party may bring an individual action in small-claims court, or seek injunctive relief in court for intellectual property infringement, breach of confidentiality, or unauthorized access to the Platform.

(g) 30-day opt-out. You may opt out of this arbitration agreement by sending written notice to legal@hitzero.com within thirty (30) days of first accepting these Terms. Opting out does not affect any other provision.

22. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Bexar County, Texas.

23. Changes to These Terms

We may update these Terms from time to time. For material changes, we will give at least thirty (30) days’ notice on the Platform or by email before they take effect. Continued use after the effective date constitutes acceptance. Ownership and license rights to Creations made before the change, and the defense and indemnity in any Certificate already issued, will not be retroactively reduced.

24. Force Majeure

Neither party is liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, third-party service outages, AI-model provider outages, governmental action, or pandemic. Affected obligations are suspended for the duration of the event.

25. Feedback

If you submit ideas, suggestions, feedback, or recommendations about the Platform (“Feedback”), you grant HitZERØ a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use the Feedback for any purpose without obligation or compensation to you. Feedback is provided voluntarily and is not confidential.

26. Beta Features

We may label certain features “beta,” “preview,” “experimental,” or similar. Beta features are provided “as is,” may be modified or discontinued at any time, and are excluded from any service-level commitment. Use is at your own risk and subject to additional terms we may provide.

27. General

These Terms, together with our Privacy Policy and any Certificate issued to you, are the entire agreement between you and HitZERØ regarding the Platform.

Severability. If any provision is unenforceable, the rest remain in effect, and the unenforceable provision will be reformed to the narrowest scope necessary to make it enforceable.

Assignment. We may assign these Terms in connection with a merger, acquisition, financing, or sale of assets. You may not assign without our written consent.

No waiver. No waiver of any term is effective unless in writing and signed by an authorized representative of HitZERØ.

Headings. Headings are for convenience only and have no legal effect.

Electronic notices. You consent to receive notices and disclosures from us electronically.

28. Contact

IAH.FIT Inc. is a Delaware corporation.

Registered office (Delaware): 16193 Coastal Highway, Lewes, DE 19958, USA.

Principal place of business (Texas): 21750 Hardy Oak Blvd, Ste 104, San Antonio, TX 78258-4946, USA.

All inquiries: legal@hitzero.com.