These Terms of Service ("Terms") are a business-to-business agreement between [Company], Business ID [ID], registered at [ADDRESS] ("zkLicensing", "we") and the business or professional registering a software product for licensing on the zkLicensing platform ("Vendor", "you").
These Terms govern: (a) your registration and listing on the zkLicensing directory, (b) deployment of License Contracts through our tooling, (c) use of the Keeper service and SDK, and (d) the protocol royalty. They do not govern sales between you and your buyers: you are the seller of record for every license sold for your products, and the sales contract exists solely between you and the buyer, on your own checkout, under your own terms.
3.1 Registration requires: your legal name, full billing address and country, a contact email, and either (i) an EU VAT identification number, which we validate against VIES and log with a timestamp, or (ii) equivalent evidence of business status for non-EU vendors, or (iii) an explicit declaration that you are not a VAT-registered business, in which case consumer-treatment invoicing applies to our fees.
3.2 You warrant this information is accurate and will keep it current. We review vendor registrations against the EU Consolidated Sanctions List and may refuse or suspend registration where required by law.
3.3 Your legal identity (name, country, and a contact route) will be disclosed on directory listings and must be displayed on your own checkout pages, as required by consumer-protection law. Vendor anonymity is not possible on this platform; buyer pseudonymity is (see the Privacy Policy).
4.1 Deployment fee: a one-time fee in MINA per Instance, payable at deployment. The current amount is published on the Pricing page at zklicensing.com/pricing and is the amount in effect at the moment your deployment transaction is signed. For invoicing and tax purposes the fee's euro value is fixed at the exchange rate recorded at the time of the transaction, and the invoice states that euro amount. Invoiced by [Company] with [JURISDICTION] VAT, EU reverse charge, or out-of-scope treatment according to your Section 3 status. The MINA-denominated fee amount may be revised per Section 4.4 to reflect market conditions; revisions apply to future deployments only.
4.2 Protocol Royalty: 2% of each sale, executed inside the Circuit at the moment of purchase or renewal. Because the split is compiled into the Circuit, it cannot be changed for deployed Instances by either party.
4.3 Hosted services subscription: optional dashboard, online-verifier, and data-availability services are billed per the plan you select. Devnet use is free.
4.4 Fee schedule changes apply to future deployments and future subscription periods only.
5.1 Each Instance is immutable after initialization except for tier prices, which you may
update via the batched setPrice method. There is no revoke method, no admin key, and no
platform override: once a license is issued, neither you nor zkLicensing can cancel it.
5.2 Every purchase is escrowed on-chain for 14 days, during which the buyer holds a unilateral, contract-enforced right to a full refund. Escrow releases to your address (98%) and the Protocol Royalty address (2%) after the window closes. Renewals pay out immediately and are non-refundable provided the waiver in Section 7.3 was validly obtained.
5.3 A 7-day grace period after expiry allows continuity-preserving renewals. Licenses whose expiry falls inside a hardfork freeze window renew fresh rather than stacked (Section 8.4).
6.1 The Keeper is currently the sole proving service: purchases, renewals, refund proofs, and migrations are constructed through it. We operate it on a commercially reasonable-efforts basis; a service level applies only if included in your subscription.
6.2 The Keeper is a relay, not an authority: generation and freeze data it serves are signed with zkLicensing's offline platform key and verified by the SDK against pinned public keys. Funds are never held or routed by the Keeper; all value transfer is wallet-to-contract or contract-to-wallet.
6.3 Continuity — wind-down covenant. Upon permanent discontinuation of the platform services, [COMPANY] will release the then-current Circuit, Keeper, and SDK source under the Change License defined in Section 9 within [60] days, and hereby brings forward the Change Date of all versions to the date of discontinuation.
7.1 Checkout disclosures. Your buy, renew, and refund pages must display your legal identity and country before purchase, the net price with applicable VAT shown as a separate line (0 with reverse-charge note for verified cross-border B2B) and the total, the statutory withdrawal information, and must deliver a durable confirmation artifact (downloadable record of the transaction, terms, and any waiver) at completion. The SDK reference components implement this; if you replace them, the obligations remain yours.
7.2 Taxes. You are responsible for VAT/GST registration, remittance, and record retention (up to 10 years under EU OSS rules). Where your jurisdiction requires buyer-country evidence at checkout, you must implement that capture in your own storefront — the platform does not collect it for you.
7.3 Renewal and no-escrow waivers. Where a purchase or renewal relies on the withdrawal waiver (all renewals; freeze-window escrowless purchases), the waiver checkbox must be rendered unticked and enabled, must gate the buy action, must carry the express consent-and-acknowledgment wording provided in the SDK, and its acceptance must be recorded in the durable confirmation. A forced or pre-ticked waiver is invalid, and any resulting statutory refund obligation is yours and is not payable from on-chain escrow.
7.4 Refunds beyond the window. Statutory rights that outlast the 14-day on-chain window (e.g., conformity remedies) are your off-chain responsibility.
7.5 Technical upkeep. You will maintain your /.well-known/zklicensing/<appId>.json file,
update your published contract address after Generation migrations, and ship app updates on a
cadence compatible with Mina protocol hardforks (Section 8.5). You are responsible for the
security of your domain, wallet keys, and any self-hosted verifier.
7.6 Lawful products only. You warrant that listed software does not infringe third-party rights and complies with applicable law, including export and sanctions rules.
7.7 Trust-anchor badge. You may display the zkLicensing trust-anchor badge (or any
functionally equivalent "trust anchor by zkLicensing" mark) on pages that offer, describe, or
distribute your application only while your live deployment passes the
zklicensing-verify-trust CLI shipped in the SDK — that is, all findings return ok when the
CLI is run against your production origin and the zkApp address of your live-generation
deployment, with the platform manifest public key pinned from the attestation table at
zklicensing.com/trustanchor. Passing the CLI is a
continuing condition: if a chain-side check (verification-key hash, permission locks, zkApp
URI, on-chain existence) or manifest-side check (signature, address-in-generations) starts
failing, you must remove the badge from all vendor-controlled surfaces within a reasonable
period after you knew or ought to have known, and either restore compliance or stop using the
mark. Use of the badge outside these conditions is a directory-rule breach under Section 10.1
and may result in delisting.
8.1 Mina protocol hardforks do not preserve verification of prior verification keys. Each hardfork therefore retires all existing Instances and requires deployment of a successor Generation.
8.2 Ahead of an announced hardfork we publish a signed freeze manifest. From the freeze slot, new sales and renewals are suspended; outstanding escrows are swept by the Keeper before fork activation so that no buyer funds cross the fork.
8.3 After redeployment, buyer licenses migrate into the successor Instance free of charge via the contract's migration method, preserving recorded expiry. Migration may be buyer-initiated or performed by the Keeper on buyers' behalf.
8.4 Licenses whose expiry and grace period fall inside the freeze window renew fresh on the successor rather than stacking; no funds are lost, but continuity credit is not given. You must reflect this in your buyer-facing FAQ.
8.5 Disclosure you accept: verifiers embedded in your applications stop accepting current-Generation proofs at each hardfork. Your application update cadence is therefore coupled to Mina's hardfork cadence. This is a property of the underlying protocol, not a defect in the platform.
The Circuit is proprietary; its integrity is evidenced by the published verification-key attestation table rather than by source availability. The SDK, reference components, and deployment tooling are licensed under the Business Source License 1.1 with an Additional Use Grant permitting production use to license your own products (as seller of record), and prohibiting operation of a competing licensing marketplace or licensing-as-a-service offering; each version converts to Apache 2.0 on its published change date. The full license text governs; this paragraph is a summary.
10.1 Prohibited: name-squatting, impersonation of third-party products, malware, and unlawful content. We operate a notice-and-action process consistent with the EU Digital Services Act; listings may be suspended or removed on substantiated notice.
10.2 Effect of delisting or termination: we may remove your listing and refuse Keeper service for new operations. We cannot and will not revoke licenses already issued — issued licenses continue to verify per Section 5.1. You remain responsible to existing buyers.
Our processing of your registration data is described in the Privacy Policy at [URL]. The platform does not capture buyer-country or other buyer-side evidence on your behalf; where you collect such data through your own checkout, you are the controller. For royalty accounting we act as an independent controller.
12.1 We warrant that published verification-key hashes correspond to the Circuit identified in the attestation table. All other services and software are provided "as is." We do not warrant uninterrupted Keeper availability, Mina network performance, block inclusion times, MINA exchange rates, or the conduct of buyers.
12.2 You acknowledge blockchain-inherent risks: hardforks, protocol changes, wallet key loss (unrecoverable by anyone), transaction fees, and token volatility.
12.3 To the maximum extent permitted by law, neither party is liable for indirect or consequential damages, and our aggregate liability is capped at the fees you paid us in the 12 months preceding the claim. Nothing limits liability for willful misconduct, gross negligence, or liability that cannot be limited under applicable law.
13.1 These Terms apply from acceptance until terminated by either party on 30 days' notice, or immediately for material breach. Sections 5, 7.4, 10.2, 11 and 12 survive.
13.2 We may amend these Terms with 30 days' notice by email and dashboard notice; material changes require re-acceptance at next login. Each version is identified by number and document hash.
13.3 These Terms are governed by the laws of [JURISDICTION], excluding conflict-of-law rules. Disputes are settled in the District Court of [VENUE], without prejudice to mandatory venue rules.
Acceptance is recorded with your vendor account: Terms version, document hash, timestamp, and the acting registrant.