Legal Terms: May 6th 2025 update (#30151)
Updated terms for Agent panel launch. Release Notes: - N/A
This commit is contained in:
Peter Tripp
parent
3c9d39b4e3
commit
3845fbef42
@ -3,7 +3,7 @@ title: Privacy Policy
|
||||
slug: privacy-policy
|
||||
---
|
||||
|
||||
At Zed Industries, Inc. ("Zed", "Company" or "we"), we take privacy and the security of data seriously. This Privacy Policy is established to help advise you about how we treat your personal data. By using or accessing our website located at zed.dev, or the Solution or services available pursuant the Zed Terms of Use located at [https://zed.dev/terms](https://zed.dev/terms) (collectively, the "Services"), you acknowledge awareness of the practices and policies outlined below, and hereby consent that we will collect, use, and share your personal data as described in this Privacy Policy.
|
||||
At Zed Industries, Inc. ("Zed", "Company" or "we"), we take privacy and the security of data seriously. This Privacy Policy is established to help advise you about how we treat your personal data. By using or accessing our website located at zed.dev, or the Solution or services available pursuant the Zed End User Terms located at [https://zed.dev/terms](https://zed.dev/terms) (collectively, the "Services"), you acknowledge awareness of the practices and policies outlined below, and hereby consent that we will collect, use, and share your personal data as described in this Privacy Policy.
|
||||
|
||||
As we grow and expand our Services, we may modify this Privacy Policy from time to time. When material modifications are made, we will alert you to any such changes by placing a notice on the Company website, by sending you an email and/or by some other means. Please note that if you've opted not to receive legal notice emails from us (or haven't provided us with a valid email address), those legal notices will still govern your use of the Services. If you use the Services after any changes to the Privacy Policy have been published on our website, you consent and agree to all of the changes.
|
||||
|
||||
@ -215,7 +215,7 @@ The "Our Commercial or Business Purposes for Collecting Personal Data" section a
|
||||
|
||||
We will only process your Personal Data if we have a lawful basis for doing so. Lawful bases for processing include consent, contractual necessity and our "legitimate interests" or the legitimate interest of others, as further described below.
|
||||
|
||||
- Contractual Necessity: We process the following categories of Personal Data as a matter of "contractual necessity", meaning that we need to process the data to perform under our Terms of Use with you, which enables us to provide you with the Services. When we process data due to contractual necessity, failure to provide such Personal Data will result in your inability to use some or all portions of the Services that require such data.
|
||||
- Contractual Necessity: We process the following categories of Personal Data as a matter of "contractual necessity", meaning that we need to process the data to perform under our End User Terms with you, which enables us to provide you with the Services. When we process data due to contractual necessity, failure to provide such Personal Data will result in your inability to use some or all portions of the Services that require such data.
|
||||
- Profile or Contact Data
|
||||
- Payment Data
|
||||
- Legitimate Interest: We process the following categories of Personal Data when we believe it furthers the legitimate interest of us or third parties:
|
||||
@ -265,4 +265,4 @@ If you have additional questions about this Privacy Policy, the methods in which
|
||||
PO Box 1916
|
||||
Denver CO 80205
|
||||
|
||||
**DATE: September 1, 2024**
|
||||
**DATE: May 6, 2025**
|
||||
|
||||
@ -3,7 +3,7 @@ title: Subprocessor List
|
||||
slug: subprocessors
|
||||
---
|
||||
|
||||
This page provides information about the Subprocessors Zed has engaged to provide processing activities on Customer Data as defined in the [Zed Terms of Use](https://zed.dev/terms).
|
||||
This page provides information about the Subprocessors Zed has engaged to provide processing activities on Customer Data as defined in the [Zed End User Terms](https://zed.dev/terms).
|
||||
|
||||
| Subprocessor | Purpose | Location |
|
||||
| ------------------- | ------------------------ | ------------- |
|
||||
@ -19,8 +19,7 @@ This page provides information about the Subprocessors Zed has engaged to provid
|
||||
| GitHub | Authentication | United States |
|
||||
| Anthropic | AI Services | United States |
|
||||
| BaseTen | AI Services | United States |
|
||||
| Fireworks AI | AI Services | United States |
|
||||
| Exa Labs | AI Services | United States |
|
||||
| Google | AI Services | United States |
|
||||
| OpenAI | AI Services | United States |
|
||||
|
||||
**DATE: February 13, 2025**
|
||||
**DATE: May 6th, 2025**
|
||||
|
||||
@ -1,5 +1,5 @@
|
||||
---
|
||||
title: Zed Terms of Use
|
||||
title: Zed End User Terms
|
||||
slug: terms
|
||||
---
|
||||
|
||||
@ -72,104 +72,126 @@ Customer Data consisting of data related to the behavior of the Solution prior t
|
||||
|
||||
(a-g collectively, "User Content").
|
||||
|
||||
#### 3.3.5 Handling of User Content
|
||||
#### 3.3.5. Handling of User Content
|
||||
|
||||
Zed will make use of or transfer User Content only as specified in this Agreement, or as necessary to comply with applicable law.
|
||||
|
||||
#### 3.3.5.1 Zed Collaboration Services
|
||||
#### 3.3.5.1. Zed Collaboration Services
|
||||
|
||||
When using Zed Collaboration Services, User Content is transmitted from Your environment only if You collaborate with other Zed users by electing to share a project in the Editor. Once You share a project, Zed may transmit User Content consisting of file paths, file contents, and metadata regarding the code returned by language servers. Currently, Zed does not persist any User Content beyond the Your collaboration session. If You unshare a project or disconnect from the Solution, all information associated with such project will be deleted from Zed servers. In the future, Zed may save User Content regarding projects beyond the scope of a single collaboration session. We may share such User Content with those users You elected to grant access to. Zed's access to such User Content is limited to debugging and making improvements to the Solution.
|
||||
|
||||
#### 3.3.5.2 Other Services
|
||||
#### 3.3.5.2. Other Services
|
||||
|
||||
The Zed Editor supports integration with API-based services maintained and not operated by Zed (the "Other Services"). By way of example, Other Services includes those made available by GitHub, Anthropic, OpenAI, and similar providers, or those You host or manage directly. You may configure the Zed Editor to interoperate, communicate with, and exchange data (including User Content) directly with the Other Services. . Zed is not responsible or otherwise liable with respect to Your use of any Other Service, including but not limited to the exchange of data between the Other Service and the Zed Editor. The terms and conditions, including the applicable privacy policy, with respect to the Other Service are those made available by the applicable Other Service, not these Terms of Use.
|
||||
The Zed Editor supports integration with API-based services maintained and not operated by Zed (the "Other Services"). By way of example, Other Services includes those made available by GitHub, Anthropic, OpenAI, and similar providers, or those You host or manage directly. You may configure the Zed Editor to interoperate, communicate with, and exchange data (including User Content) directly with the Other Services. Zed is not responsible or otherwise liable with respect to Your use of any Other Service, including but not limited to the exchange of data between the Other Service and the Zed Editor. The terms and conditions, including the applicable privacy policy, with respect to the Other Service are those made available by the applicable Other Service, not these Terms.
|
||||
|
||||
#### 3.3.5.3 Zed AI Services
|
||||
#### 3.3.5.3. Zed AI Services
|
||||
|
||||
The Zed Editor supports integration with API-based services maintained and operated by Zed (the "Zed AI Services"). You may elect to use Zed AI Services as the provider for various Zed Editor features (e.g., AI Assistant Panel, Code Completions, Edit Predictions, and similar features). In connection with Your use of these features, the Zed Editor and Zed AI Services may make use of User Content to generate contextually relevant responses (the “Output”). Other than as specified in Section 3.3.5.4 of these Terms of Use, Zed will not use User Content for training of its models, or disclose User Content.
|
||||
The Zed Editor supports integration with API-based services maintained and operated by Zed (the "Zed AI Services"). You may elect to use Zed AI Services as the provider for various Zed Editor features (e.g., Agent Panel, Inline Assistant, Edit Predictions, and similar features). In connection with Your use of these features, the Zed Editor and Zed AI Services may make use of User Content to generate contextually relevant responses (the “Output”). Other than as specified in Section 3.3.5.4 of these Terms, Zed will not use User Content for training of its models, or disclose User Content.
|
||||
|
||||
Output is provided "as is" without any warranties or guarantees of functionality, security, or fitness for a particular purpose. While efforts are made to ensure the accuracy and reliability, Output may include errors, vulnerabilities, and defects. You are responsible for reviewing, testing, and validating Output before use in any production or critical environment. Zed assumes no liability for any damages, losses, or liability arising from the use, modification, reliance on, or deployment of Output. Any such use is at Your own risk.
|
||||
|
||||
#### 3.3.5.4 Model Improvement Feedback
|
||||
#### 3.3.5.4. Improvement Feedback
|
||||
|
||||
When using Zed AI Services to provide Edit Predictions in connection with certain open source software projects, You may elect to share requests, responses and feedback comments (collectively "Model Improvement Feedback") with Zed, and Zed may use the same to improve Zed Edit Predictions models. You may opt-out of sharing Model Improvement Feedback at any time.
|
||||
|
||||
For more information on Zed Edit Predictions please see: [https://zed.dev/docs/model-improvement](https://zed.dev/docs/model-improvement)
|
||||
For more information on Zed Edit Predictions please see: [https://zed.dev/docs/ai-improvement](https://zed.dev/docs/ai-improvement)
|
||||
|
||||
#### 3.3.5. Privacy Policy
|
||||
When using Zed AI Services in connection with the Agent Panel, You may elect to share with Zed requests, responses and feedback regarding the Agent Panel and related Output (the “Agent Improvement Feedback”) with Zed, and Zed may use the same to improve the Agent Panel and related Output. Zed will only collect Agent Improvement Feedback when You elect to share the same.
|
||||
|
||||
For more information regarding the Agent Panel please see: [https://zed.dev/docs/ai-improvement](https://zed.dev/docs/ai-improvement)
|
||||
|
||||
#### 3.4. Privacy Policy
|
||||
|
||||
You and Zed are bound by the terms and conditions contained in the Zed Privacy Policy which is incorporated by reference hereto. The Zed Privacy Policy is available at the following URL: [https://zed.dev/privacy-policy](https://zed.dev/privacy-policy).
|
||||
|
||||
## 4. TERM AND TERMINATION
|
||||
## 4. FEE BASED SERVICES, FEES AND PAYMENT TERMS
|
||||
|
||||
### 4.1. Term
|
||||
### 4.1. Fee Based Services
|
||||
|
||||
The term of this Agreement shall commence on the date You first download the Editor or use the Zed Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 4 (the "Term").
|
||||
The Zed AI Services is made available with additional usage benefits (the “Enhanced Use ”) as described in the table published at [zed.dev/pricing](https://zed.dev/pricing) (the “Pricing Table”), subject to the requirements and limitations set forth in the Pricing Table and these Terms. In order to make use of the Enhanced Use, Customer must access the Zed AI Services through a Zed registered account.
|
||||
|
||||
### 4.2. Termination
|
||||
### 4.2. Fees
|
||||
|
||||
Customer shall pay to Zed the applicable fees set forth in Pricing Table, together with any applicable taxes and shipping and handling (collectively, the “Fees”). Customer shall have no right of return, and all Fees shall be non-refundable.
|
||||
|
||||
### 4.3. Payment Terms
|
||||
|
||||
All amounts payable to Zed under this Agreement shall be paid in United States dollars and paid Zed according to the method of payment, frequency and calculated as set forth in the Pricing Table.
|
||||
|
||||
### 4.4. Taxes; Set-offs
|
||||
|
||||
Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed by any jurisdiction. Customer shall pay or reimburse Zed for all sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Zed. All amounts payable to Zed under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.
|
||||
|
||||
## 5. TERM AND TERMINATION
|
||||
|
||||
### 5.1. Term
|
||||
|
||||
The term of this Agreement shall commence on the date You first download the Editor or use the Zed Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 5 (the "Term").
|
||||
|
||||
### 5.2. Termination
|
||||
|
||||
This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement; or (b) by Zed at any time and for any reason upon notice to Customer. You acknowledge that Zed is under no obligation to continue to operate the Zed Service or make the Editor available, and We may end any programs in connection with the same at any time.
|
||||
|
||||
### 4.3. Effect of Termination and Survival
|
||||
### 5.3. Effect of Termination and Survival
|
||||
|
||||
Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Zed Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 3.3 (Customer Data); 4.3 (Effect of Termination and Survival), Section 5 (Ownership), Section 6 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Third Party Services), and Section 10 (Miscellaneous).
|
||||
Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Zed Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 3.3 (Customer Data), Section 3.4 (Privacy Policy), Section 5.3 (Effect of Termination and Survival), Section 6 (Ownership), Section 7 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Third Party Services), and Section 11 (Miscellaneous).
|
||||
|
||||
## 5. OWNERSHIP
|
||||
## 6. OWNERSHIP
|
||||
|
||||
Zed retains all right, title, and interest in and to the Zed Service, Editor, and any software, products, works or other intellectual property created, used, provided, or made available by Zed under or in connection with the Zed Service or Editor. Customer may from time to time provide suggestions, comments, or other feedback to Zed with respect to the Zed Service or Editor ("Feedback"). Customer shall, and hereby does, grant to Zed a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. You retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. No intellectual property rights with respect to any software code you develop or modify with the Editor or Zed Service (collectively, the “Output”) are transferred or assigned to Zed hereunder.
|
||||
|
||||
## 6. INDEMNIFICATION
|
||||
## 7. INDEMNIFICATION
|
||||
|
||||
Customer will defend, indemnify, and hold Zed, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data.
|
||||
|
||||
## 7. WARRANTY
|
||||
## 8. WARRANTY
|
||||
|
||||
Zed does not represent or warrant that the operation of the Zed Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Zed Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, Zed MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
|
||||
Zed does not represent or warrant that the operation of the Zed Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Zed Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, ZED MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
|
||||
|
||||
## 8. LIMITATIONS OF LIABILITY
|
||||
## 9. LIMITATIONS OF LIABILITY
|
||||
|
||||
IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).
|
||||
IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: THE FEES PAID TO ZED BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR ONE THOUSAND US DOLLARS ($1,000).
|
||||
|
||||
## 9. Third Party Services
|
||||
## 10. Third Party Services
|
||||
|
||||
Zed may make certain third party services available to You within the Editor or the Zed Service (each a "Third Party Service"). You acknowledge and agree that (a) use of each Third Party Service is subject to the corresponding terms and conditions available at the following URL: [https://zed.dev/third-party-terms](https://zed.dev/third-party-terms) and/or presented in connection with Your use of such Third Party Service; (b) the terms and conditions of this Agreement do not apply with respect to Your use of any Third Party Service; and (c) Zed is not liable in any way regarding Your use of any Third Party Service.
|
||||
|
||||
## 10. MISCELLANEOUS
|
||||
## 11. MISCELLANEOUS
|
||||
|
||||
### 10.1. Export Control
|
||||
### 11.1. Export Control
|
||||
|
||||
You hereby certify that You will comply with all current US Export Control laws. You agree to defend, indemnify and hold Zed harmless from any liability for Your violation of U.S. Export Control laws.
|
||||
|
||||
### 10.2. Compliance with Laws
|
||||
### 11.2. Compliance with Laws
|
||||
|
||||
You shall comply with all applicable laws and regulations in its use of the Solution, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. You shall, at its own expense, defend, indemnify and hold harmless Zed from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Zed arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of its agents, officers, directors or employees.
|
||||
|
||||
### 10.3. Assignment
|
||||
### 11.3. Assignment
|
||||
|
||||
Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Zed may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.
|
||||
|
||||
### 10.4. Force Majeure
|
||||
### 11.4. Force Majeure
|
||||
|
||||
Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a "Force Majeure"). Notwithstanding the foregoing: if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement by written notice to the other party.
|
||||
|
||||
### 10.5. Notice
|
||||
### 11.5. Notice
|
||||
|
||||
All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.
|
||||
|
||||
### 10.6. No Agency
|
||||
### 11.6. No Agency
|
||||
|
||||
Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. You do not have any authority of any kind to bind Zed.
|
||||
|
||||
### 10.7. Governing Law
|
||||
### 11.7. Governing Law
|
||||
|
||||
This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.
|
||||
|
||||
### 10.8. Updated Agreement
|
||||
### 11.8. Updated Agreement
|
||||
|
||||
Zed reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to the Zed Service and Editor downloaded, or accessed following the date of publication of the updated version. If You do not agree with any terms of the updated Agreement, You may not use or access the Zed Service or Editor in any manner. Zed may from time-to-time provide release notes applicable to the Editor or Zed Service, and such release notes may contain additional use restrictions or terms applicable to Customer Data. Your use of the Editor or Zed Service after the applicable release notes are made available shall be subject to the additional use restrictions or terms applicable to Customer Data.
|
||||
|
||||
### 10.9. Entire Agreement
|
||||
### 11.9. Entire Agreement
|
||||
|
||||
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.
|
||||
|
||||
**DATE: February 13, 2025**
|
||||
**DATE: May 6, 2025**
|
||||
|
||||
@ -3,7 +3,22 @@ title: 3rd Party Terms
|
||||
slug: third-party-terms
|
||||
---
|
||||
|
||||
In addition to the [Zed Terms of Use](/terms) and [Zed Privacy Policy](/privacy-policy) usage of certain Zed features may also subject you to additional 3rd party terms and conditions. These terms and conditions may include, but are not limited to, the following:
|
||||
In addition to the [Zed End User Terms](/terms) and [Zed Privacy Policy](/privacy-policy) usage of certain Zed features may also subject you to additional 3rd party terms and conditions. These terms and conditions may include, but are not limited to, the following:
|
||||
|
||||
## Anthropic
|
||||
|
||||
- [Anthropic Usage Policy](https://www.anthropic.com/legal/aup)
|
||||
- [Anthropic Privacy Policy](https://www.anthropic.com/legal/privacy)
|
||||
- [Anthropic Commercial Terms of Service](https://www.anthropic.com/legal/commercial-terms)
|
||||
|
||||
## Baseten
|
||||
|
||||
- [BaseTen Terms and Conditions](https://www.baseten.co/terms-and-conditions/)
|
||||
|
||||
### Exa.ai
|
||||
|
||||
- [Exa Labs Terms and Conditions](https://exa.ai/assets/Exa_Labs_Terms_of_Service.pdf)
|
||||
- [Exa Labs Privacy Policy](https://exa.ai/privacy-policy)
|
||||
|
||||
## GitHub
|
||||
|
||||
@ -12,11 +27,11 @@ In addition to the [Zed Terms of Use](/terms) and [Zed Privacy Policy](/privacy-
|
||||
- [GitHub Acceptable Use Policies](https://docs.github.com/en/site-policy/acceptable-use-policies/github-acceptable-use-policies)
|
||||
- [GitHub Copilot Product Specific Terms](https://github.com/customer-terms/github-copilot-product-specific-terms)
|
||||
|
||||
## Anthropic
|
||||
## Google
|
||||
|
||||
- [Anthropic Usage Policy](https://www.anthropic.com/legal/aup)
|
||||
- [Anthropic Privacy Policy](https://www.anthropic.com/legal/privacy)
|
||||
- [Anthropic Commercial Terms of Service](https://www.anthropic.com/legal/commercial-terms)
|
||||
- [Google APIs Terms of Service](https://developers.google.com/terms)
|
||||
- [Google Gemini API Additional Terms of Service](https://ai.google.dev/gemini-api/terms)
|
||||
- [Google Generative AI Prohibited Use Policy](https://policies.google.com/terms/generative-ai/use-policy)
|
||||
|
||||
## LiveKit
|
||||
|
||||
@ -30,15 +45,9 @@ In addition to the [Zed Terms of Use](/terms) and [Zed Privacy Policy](/privacy-
|
||||
- [OpenAI Business terms](https://openai.com/policies/business-terms/)
|
||||
- [OpenAI Service terms](https://openai.com/policies/service-terms/)
|
||||
|
||||
## Google
|
||||
|
||||
- [Google APIs Terms of Service](https://developers.google.com/terms)
|
||||
- [Google Gemini API Additional Terms of Service](https://ai.google.dev/gemini-api/terms)
|
||||
- [Google Generative AI Prohibited Use Policy](https://policies.google.com/terms/generative-ai/use-policy)
|
||||
|
||||
## SuperMaven
|
||||
|
||||
- [SuperMaven Terms of Service](https://supermaven.com/terms-of-service)
|
||||
- [SuperMaven Privacy Policy](https://supermaven.com/privacy-policy)
|
||||
|
||||
**DATE: August 19, 2024**
|
||||
**DATE: May 6, 2025**
|
||||
|
||||
@ -1,4 +1,4 @@
|
||||
{\rtf1\ansi\ansicpg1252\cocoartf2821
|
||||
{\rtf1\ansi\ansicpg1252\cocoartf2822
|
||||
\cocoatextscaling0\cocoaplatform0{\fonttbl\f0\froman\fcharset0 Times-Roman;\f1\froman\fcharset0 Times-Bold;}
|
||||
{\colortbl;\red255\green255\blue255;\red0\green0\blue0;\red0\green0\blue233;}
|
||||
{\*\expandedcolortbl;;\cssrgb\c0\c0\c0;\cssrgb\c0\c0\c93333;}
|
||||
@ -122,152 +122,181 @@ Usage Data is associated with a secure random telemetry ID which may be linked t
|
||||
\cf0 (a-g collectively, "User Content").\
|
||||
\pard\pardeftab720\sa319\partightenfactor0
|
||||
|
||||
\f1\b \cf0 3.3.5 Handling of User Content\
|
||||
\f1\b \cf0 3.3.5. Handling of User Content\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0 \cf0 Zed will make use of or transfer User Content only as specified in this Agreement, or as necessary to comply with applicable law.\
|
||||
\pard\pardeftab720\sa319\partightenfactor0
|
||||
|
||||
\f1\b \cf0 3.3.5.1 Zed Collaboration Services\
|
||||
\f1\b \cf0 3.3.5.1. Zed Collaboration Services\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0 \cf0 When using Zed Collaboration Services, User Content is transmitted from Your environment only if You collaborate with other Zed users by electing to share a project in the Editor. Once You share a project, Zed may transmit User Content consisting of file paths, file contents, and metadata regarding the code returned by language servers. Currently, Zed does not persist any User Content beyond the Your collaboration session. If You unshare a project or disconnect from the Solution, all information associated with such project will be deleted from Zed servers. In the future, Zed may save User Content regarding projects beyond the scope of a single collaboration session. We may share such User Content with those users You elected to grant access to. Zed's access to such User Content is limited to debugging and making improvements to the Solution.\
|
||||
\pard\pardeftab720\sa319\partightenfactor0
|
||||
|
||||
\f1\b \cf0 3.3.5.2 Other Services\
|
||||
\f1\b \cf0 3.3.5.2. Other Services\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0 \cf0 The Zed Editor supports integration with API-based services maintained and not operated by Zed (the "Other Services"). By way of example, Other Services includes those made available by GitHub, Anthropic, OpenAI, and similar providers, or those You host or manage directly. You may configure the Zed Editor to interoperate, communicate with, and exchange data (including User Content) directly with the Other Services. . Zed is not responsible or otherwise liable with respect to Your use of any Other Service, including but not limited to the exchange of data between the Other Service and the Zed Editor. The terms and conditions, including the applicable privacy policy, with respect to the Other Service are those made available by the applicable Other Service, not these Terms of Use.\
|
||||
\f0\b0 \cf0 The Zed Editor supports integration with API-based services maintained and not operated by Zed (the "Other Services"). By way of example, Other Services includes those made available by GitHub, Anthropic, OpenAI, and similar providers, or those You host or manage directly. You may configure the Zed Editor to interoperate, communicate with, and exchange data (including User Content) directly with the Other Services. Zed is not responsible or otherwise liable with respect to Your use of any Other Service, including but not limited to the exchange of data between the Other Service and the Zed Editor. The terms and conditions, including the applicable privacy policy, with respect to the Other Service are those made available by the applicable Other Service, not these Terms.\
|
||||
\pard\pardeftab720\sa319\partightenfactor0
|
||||
|
||||
\f1\b \cf0 3.3.5.3 Zed AI Services\
|
||||
\f1\b \cf0 3.3.5.3. Zed AI Services\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0 \cf0 The Zed Editor supports integration with API-based services maintained and operated by Zed (the "Zed AI Services"). You may elect to use Zed AI Services as the provider for various Zed Editor features (e.g., AI Assistant Panel, Code Completions, Edit Predictions, and similar features). In connection with Your use of these features, the Zed Editor and Zed AI Services may make use of User Content to generate contextually relevant responses (the \'e2\'80\'9cOutput\'e2\'80\uc0\u157 ). Other than as specified in Section 3.3.5.4 of these Terms of Use, Zed will not use User Content for training of its models, or disclose User Content.\
|
||||
\f0\b0 \cf0 The Zed Editor supports integration with API-based services maintained and operated by Zed (the "Zed AI Services"). You may elect to use Zed AI Services as the provider for various Zed Editor features (e.g., Agent Panel, Inline Assistant, Edit Predictions, and similar features). In connection with Your use of these features, the Zed Editor and Zed AI Services may make use of User Content to generate contextually relevant responses (the \'e2\'80\'9cOutput\'e2\'80\uc0\u157 ). Other than as specified in Section 3.3.5.4 of these Terms, Zed will not use User Content for training of its models, or disclose User Content.\
|
||||
Output is provided "as is" without any warranties or guarantees of functionality, security, or fitness for a particular purpose. While efforts are made to ensure the accuracy and reliability, Output may include errors, vulnerabilities, and defects. You are responsible for reviewing, testing, and validating Output before use in any production or critical environment. Zed assumes no liability for any damages, losses, or liability arising from the use, modification, reliance on, or deployment of Output. Any such use is at Your own risk.\
|
||||
\pard\pardeftab720\sa319\partightenfactor0
|
||||
|
||||
\f1\b \cf0 3.3.5.4 Model Improvement Feedback\
|
||||
\f1\b \cf0 3.3.5.4. Improvement Feedback\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0 \cf0 When using Zed AI Services to provide Edit Predictions in connection with certain open source software projects, You may elect to share requests, responses and feedback comments (collectively "Model Improvement Feedback") with Zed, and Zed may use the same to improve Zed Edit Predictions models. You may opt-out of sharing Model Improvement Feedback at any time.\
|
||||
For more information on Zed Edit Predictions please see: {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/model-improvement"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/docs/model-improvement}}\
|
||||
For more information on Zed Edit Predictions please see: {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/ai-improvement"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/docs/ai-improvement}}\
|
||||
When using Zed AI Services in connection with the Agent Panel, You may elect to share with Zed requests, responses and feedback regarding the Agent Panel and related Output (the \'e2\'80\'9cAgent Improvement Feedback\'e2\'80\uc0\u157 ) with Zed, and Zed may use the same to improve the Agent Panel and related Output. Zed will only collect Agent Improvement Feedback when You elect to share the same.\
|
||||
For more information regarding the Agent Panel please see: {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/ai-improvement"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/docs/ai-improvement}}\
|
||||
\pard\pardeftab720\sa319\partightenfactor0
|
||||
|
||||
\f1\b \cf0 3.3.5. Privacy Policy\
|
||||
\f1\b \cf0 3.4. Privacy Policy\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0 \cf0 You and Zed are bound by the terms and conditions contained in the Zed Privacy Policy which is incorporated by reference hereto. The Zed Privacy Policy is available at the following URL: {\field{\*\fldinst{HYPERLINK "https://zed.dev/privacy-policy"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/privacy-policy}}.\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 4. TERM AND TERMINATION\
|
||||
\f1\b\fs36 \cf0 4. FEE BASED SERVICES, FEES AND PAYMENT TERMS\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\fs28 \cf0 4.1. Term\
|
||||
\fs28 \cf0 4.1. Fee Based Services\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 The term of this Agreement shall commence on the date You first download the Editor or use the Zed Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 4 (the "Term").\
|
||||
\f0\b0\fs24 \cf0 The Zed AI Services is made available with additional usage benefits (the \'e2\'80\'9cEnhanced Use \'e2\'80\uc0\u157 ) as described in the table published at {\field{\*\fldinst{HYPERLINK "https://zed.dev/pricing"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 zed.dev/pricing}} (the \'e2\'80\'9cPricing Table\'e2\'80\uc0\u157 ), subject to the requirements and limitations set forth in the Pricing Table and these Terms. In order to make use of the Enhanced Use, Customer must access the Zed AI Services through a Zed registered account.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 4.2. Termination\
|
||||
\f1\b\fs28 \cf0 4.2. Fees\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Customer shall pay to Zed the applicable fees set forth in Pricing Table, together with any applicable taxes and shipping and handling (collectively, the \'e2\'80\'9cFees\'e2\'80\uc0\u157 ). Customer shall have no right of return, and all Fees shall be non-refundable.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 4.3. Payment Terms\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 All amounts payable to Zed under this Agreement shall be paid in United States dollars and paid Zed according to the method of payment, frequency and calculated as set forth in the Pricing Table.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 4.4. Taxes; Set-offs\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Any and all payments made by Customer in accordance with this Agreement are exclusive of any taxes that might be assessed by any jurisdiction. Customer shall pay or reimburse Zed for all sales, use, property and similar taxes; all customs duties, import fees, stamp duties, license fees and similar charges; and all other mandatory payments to government agencies of whatever kind, except taxes imposed on the net or gross income of Zed. All amounts payable to Zed under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 5. TERM AND TERMINATION\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\fs28 \cf0 5.1. Term\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 The term of this Agreement shall commence on the date You first download the Editor or use the Zed Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 5 (the "Term").\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 5.2. Termination\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement; or (b) by Zed at any time and for any reason upon notice to Customer. You acknowledge that Zed is under no obligation to continue to operate the Zed Service or make the Editor available, and We may end any programs in connection with the same at any time.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 4.3. Effect of Termination and Survival\
|
||||
\f1\b\fs28 \cf0 5.3. Effect of Termination and Survival\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Zed Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 3.3 (Customer Data); 4.3 (Effect of Termination and Survival), Section 5 (Ownership), Section 6 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Third Party Services), and Section 10 (Miscellaneous).\
|
||||
\f0\b0\fs24 \cf0 Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Zed Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 3.3 (Customer Data), Section 3.4 (Privacy Policy), Section 5.3 (Effect of Termination and Survival), Section 6 (Ownership), Section 7 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Third Party Services), and Section 11 (Miscellaneous).\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 5. OWNERSHIP\
|
||||
\f1\b\fs36 \cf0 6. OWNERSHIP\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Zed retains all right, title, and interest in and to the Zed Service, Editor, and any software, products, works or other intellectual property created, used, provided, or made available by Zed under or in connection with the Zed Service or Editor. Customer may from time to time provide suggestions, comments, or other feedback to Zed with respect to the Zed Service or Editor ("Feedback"). Customer shall, and hereby does, grant to Zed a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. You retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. No intellectual property rights with respect to any software code you develop or modify with the Editor or Zed Service (collectively, the \'e2\'80\'9cOutput\'e2\'80\uc0\u157 ) are transferred or assigned to Zed hereunder.\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 6. INDEMNIFICATION\
|
||||
\f1\b\fs36 \cf0 7. INDEMNIFICATION\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Customer will defend, indemnify, and hold Zed, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data.\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 7. WARRANTY\
|
||||
\f1\b\fs36 \cf0 8. WARRANTY\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Zed does not represent or warrant that the operation of the Zed Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Zed Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, Zed MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.\
|
||||
\f0\b0\fs24 \cf0 Zed does not represent or warrant that the operation of the Zed Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Zed Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, ZED MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 8. LIMITATIONS OF LIABILITY\
|
||||
\f1\b\fs36 \cf0 9. LIMITATIONS OF LIABILITY\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).\
|
||||
\f0\b0\fs24 \cf0 IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: THE FEES PAID TO ZED BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR ONE THOUSAND US DOLLARS ($1,000).\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 9. Third Party Services\
|
||||
\f1\b\fs36 \cf0 10. Third Party Services\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Zed may make certain third party services available to You within the Editor or the Zed Service (each a "Third Party Service"). You acknowledge and agree that (a) use of each Third Party Service is subject to the corresponding terms and conditions available at the following URL: {\field{\*\fldinst{HYPERLINK "https://zed.dev/third-party-terms"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/third-party-terms}} and/or presented in connection with Your use of such Third Party Service; (b) the terms and conditions of this Agreement do not apply with respect to Your use of any Third Party Service; and (c) Zed is not liable in any way regarding Your use of any Third Party Service.\
|
||||
\pard\pardeftab720\sa298\partightenfactor0
|
||||
|
||||
\f1\b\fs36 \cf0 10. MISCELLANEOUS\
|
||||
\f1\b\fs36 \cf0 11. MISCELLANEOUS\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\fs28 \cf0 10.1. Export Control\
|
||||
\fs28 \cf0 11.1. Export Control\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 You hereby certify that You will comply with all current US Export Control laws. You agree to defend, indemnify and hold Zed harmless from any liability for Your violation of U.S. Export Control laws.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.2. Compliance with Laws\
|
||||
\f1\b\fs28 \cf0 11.2. Compliance with Laws\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 You shall comply with all applicable laws and regulations in its use of the Solution, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. You shall, at its own expense, defend, indemnify and hold harmless Zed from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Zed arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of its agents, officers, directors or employees.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.3. Assignment\
|
||||
\f1\b\fs28 \cf0 11.3. Assignment\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Zed may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.4. Force Majeure\
|
||||
\f1\b\fs28 \cf0 11.4. Force Majeure\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a "Force Majeure"). Notwithstanding the foregoing: if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement by written notice to the other party.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.5. Notice\
|
||||
\f1\b\fs28 \cf0 11.5. Notice\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.6. No Agency\
|
||||
\f1\b\fs28 \cf0 11.6. No Agency\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. You do not have any authority of any kind to bind Zed.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.7. Governing Law\
|
||||
\f1\b\fs28 \cf0 11.7. Governing Law\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.8. Updated Agreement\
|
||||
\f1\b\fs28 \cf0 11.8. Updated Agreement\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 Zed reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to the Zed Service and Editor downloaded, or accessed following the date of publication of the updated version. If You do not agree with any terms of the updated Agreement, You may not use or access the Zed Service or Editor in any manner. Zed may from time-to-time provide release notes applicable to the Editor or Zed Service, and such release notes may contain additional use restrictions or terms applicable to Customer Data. Your use of the Editor or Zed Service after the applicable release notes are made available shall be subject to the additional use restrictions or terms applicable to Customer Data.\
|
||||
\pard\pardeftab720\sa280\partightenfactor0
|
||||
|
||||
\f1\b\fs28 \cf0 10.9. Entire Agreement\
|
||||
\f1\b\fs28 \cf0 11.9. Entire Agreement\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f0\b0\fs24 \cf0 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.\
|
||||
\pard\pardeftab720\sa240\partightenfactor0
|
||||
|
||||
\f1\b \cf0 DATE: February 13, 2025
|
||||
\f1\b \cf0 DATE: May 6, 2025
|
||||
\f0\b0 \
|
||||
}
|
||||
Loading…
Reference in New Issue
Block a user