Terms of Service

Last Updated: March 2, 2026
Welcome, and thank you for your interest in Zed Industries, Inc. (“Zed,” “we,” or “us”) and our website at www.zed.dev, along with our downloadable Zed software (the “Software”) and related subscription service (the “Service”). These Terms of Service are a legally binding contract between you and Zed regarding your use of the Service.
Please read the following Terms carefully.
By accessing or using the Service, you (“You” or “Customer”) agree to these Terms of Service, the Data Processing Addendum (“DPA”), available upon request, and Zed’s Privacy Policy (collectively, the “Terms”).
If you are not eligible, or do not agree to the Terms, you may not access or use the Service.
By using the Service, you confirm that you have read and understand these Terms and that they form a binding agreement between you and Zed.
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15.2 (Dispute Resolution and Arbitration), you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND ZED ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. ALTERNATIVELY, CUSTOMER MAY OPT OUT OF ARBITRATION PER SECTION 17.2(a).
1. Overview
Subject to these Terms, Zed will permit Customer to access and use Zed’s AI-enabled software-as-a-service offering (the “Service”), which enables certain additional features and functionality (including artificial intelligence and collaboration features) in Zed’s open source code editing software (“Software”).
2. Service
2.1. Eligibility
Customer must be at least 18 years old to use the Service. By agreeing to these Terms, Customer represents and warrants to Zed that: (a) Customer is at least 18 years old; (b) Customer has not previously been suspended or removed from the Service; and (c) Customer’s registration and use of the Service is in compliance with any and all applicable laws and regulations. If Customer is an entity, organization, or company, the individual accepting these Terms on Customer’s behalf represents and warrants that they have authority to bind Customer to these Terms and Customer agrees to be bound by these Terms.
2.2. Access Grant
During the Term, subject to Customer’s compliance with the terms of the Terms, Customer may access and use the Service only for Customer’s internal business purposes or for individuals, for personal non-commercial purposes, in accordance with the then-current version of Zed’s usage guidelines and standard technical documentation for the Service that Zed makes generally available to its customers (“Documentation”), the Terms, and any terms set forth in the applicable Subscription Service (as defined in Section 3.4 below). Customer agrees to access the Service only through the mechanisms designated by Zed. Without limiting the foregoing, to access the Service, Customer may be required to associate an existing third-party account with the Service to enable authentication (e.g., via OAuth). Customer will be responsible for the acts and omissions of all persons who access the Service through Customer’s account as though such acts and omissions were Customer’s own. Customer will promptly notify Zed if it becomes aware of any compromise to its Zed account.
2.3. Acceptable Use
The Service uses technology provided by multiple third party AI subprocessors (the “AI Providers”) including but not limited to: Anthropic, PBC (“Anthropic”), Google LLC (“Google”), LiveKit Incorporated, OpenAI, LLC (“OpenAI”) etc., as may be updated from time to time. Customer may not use the Service in a manner that violates any applicable AI Provider policy which are listed on https://zed.dev/acceptable-use-policies, including Anthropic’s Usage Policy, Google Gemini’s Generative AI Prohibited Use Policy, GitHub's Acceptable Use Policy, LiveKit’s Acceptable Use Policy; OpenAI’s Usage Policies or Sharing and Publication Policy; and Community Guidelines; each of which may be updated from time to time and are expressly incorporated by reference. Customer is solely responsible to check for updates to the applicable AI Provider policy from time to time.
2.4. Restrictions
Customer will not (and will not permit anyone else to), directly or indirectly, do any of the following: (a) provide access to, distribute, sell, or sublicense the Service to a third party; (b) seek to access non-public APIs associated with the Service; (c) copy any element of the Service; (d) interfere with the operation of the Service, circumvent any access restrictions, or conduct any security or vulnerability test of the Service; (e) transmit any viruses or other harmful materials to the Service or others; (f) take any action that risks harm to others or to the security, availability, or integrity of the Service except for the purposes of legitimate security or malware research; or (g) access or use the Service or Output in a manner that violates any applicable relevant local, state, federal or international laws, regulations, or conventions, including those related to data privacy or data transfer, international communications, or export of data (collectively, “Laws”), or the Terms. The Service incorporates functionality provided by third-party services, the use of which is subject to additional terms. Customer agrees that if Customer accesses or uses services, features or functionality in the Software or Service that are provided by a third party, Customer will comply with any applicable terms promulgated by that third party, including as set forth at https://zed.dev/acceptable-use-policies (as may be updated from time to time). Customer further acknowledges that certain components of the Software or Service may be covered by open source licenses ("Open Source Component"), including but not limited to Apache License, Version 2.0 and GNU General Public License v3.0. To the extent required by such open source license for the applicable Open Source Component, the terms of such license will apply to such Open Source Component in lieu of the relevant provisions of these Terms. If such open source license prohibits any of the restrictions in these Terms, such restrictions will not apply to such Open Source Component. Zed shall provide Customer with a list of Open Source Components upon Customer's request.
3. General Payment Terms
Accessing certain features and tiers of the Service requires Customer to pay fees. Before Customer pays any fees, Customer will have an opportunity to review and accept the fees that Customer will be charged. Unless otherwise specifically provided for in these Terms, all fees are in U.S. Dollars and are non-refundable, except as required by law.
3.1. Price
Zed reserves the right to determine pricing for the Service. Zed will make reasonable efforts to keep pricing information published on our pricing page at https://zed.dev/pricing up to date. Zed encourages Customer to check Zed’s pricing page periodically for current pricing information. Zed may change the fees for any feature of the Service, including by adding fees or charges, if Zed gives Customer advance notice of changes before they apply.
3.2. Taxes
Customer is responsible for any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to Orders, whether domestic or foreign, other than Zed’s income tax (“Taxes”). Fees are exclusive of all Taxes. If Customer is compelled to make a deduction or set-off for any such Taxes, Customer will pay Zed such additional amounts as necessary to ensure receipt by Zed of the full amount Zed would have received but for the deduction.
3.3. Authorization
Customer authorizes Zed to charge all sums for the orders that Customer makes, the level of Service that Customer selects, and Customer’s submission of prompts or other Customer Data (defined below) to the Service to generate Output (defined below) as described in these Terms or published by Zed, including all applicable taxes, to the payment method specified in Customer’s account. If Customer pays any fees with a credit card, then Zed may seek pre-authorization of Customer’s credit card account prior to Customer’s purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer’s purchase.
3.4. Subscription Service
The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("Subscription Service"). The "Subscription Billing Date" is the date when Customer purchases its first subscription to the Service. The Subscription Service will begin on the Subscription Billing Date and continue for the subscription period that Customer selects on its account (such period, the "Initial Subscription Period"), and will automatically renew for successive periods of the same duration as the Initial Subscription Period (the Initial Subscription Period and each such renewal period, each a "Subscription Period") unless Customer cancels the Subscription Service or Zed terminates it. If Customer activates a Subscription Service, then Customer authorizes Zed or its third-party payment processors to periodically charge, on a going-forward basis and until cancellation of the Subscription Service, all accrued sums on or before the payment due date. For information on the "Subscription Fee", please see Zed’s pricing page at https://zed.dev/pricing. Customer’s account will be charged automatically on the Subscription Billing Date and thereafter on the renewal date of its Subscription Service for all applicable fees and taxes for the next Subscription Period. Customer must cancel its Subscription Service before it renews in order to avoid billing of the next periodic Subscription Fee to Customer’s account. Zed or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with Customer’s account or that Customer otherwise provides to Zed. Customer may cancel the Subscription Service from the account page at https://zed.dev/account or by contacting us at billing-support@zed.dev. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.
3.5. Consumption Fees
Customer’s subscription to the Service may permit Customer to submit prompts or other Customer Data for the purpose of generating Output, at no additional charge for a certain number of times each month. If Customer elects to submit a volume of prompts in excess of the quantity included in its Subscription Fee, then Customer authorizes Zed to charge, and Customer will be charged, a fee for each additional prompt at the rates set forth at https://zed.dev/docs/ai/models.
3.6. Delinquent Accounts
Zed may suspend or terminate access to the Service, including fee-based portions of the Service, for any account for which any amount is due but unpaid. In addition to the amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any unpaid amount, including collection fees. If your payment method is no longer valid at the time a renewal Subscription Fee is due, then Zed reserves the right to delete your account and any information or Customer Data associated with your account without any liability to Customer.
4. Data
4.1. Zed's Use of Customer Data
Customer hereby grants Zed a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers and Customer’s designees), non-transferable (except as set forth in Section 15.1) right to use, copy, store, disclose, transmit, transfer, display, modify, create derivative works from, collect, access, store, host, or otherwise process (“Process”) any materials that Customer inputs into or otherwise makes available to the Service (including prompts and other written content) (collectively, “Customer Data”) solely: (a) to perform its obligations set forth in the Terms, including its Support obligations as applicable; (b) to derive and generate Telemetry (see Section 4.4); and (c) as necessary to comply with applicable Laws. Except as required by applicable Laws, Zed will not provide Customer Data to any person or entity other than Customer’s designees (including pursuant to Section 7) or service providers. In the event that autocomplete suggestions are turned on, Customer understands and agrees that the Service will periodically send Customer Data in the background to an AI Provider for the purpose of generating autocomplete input suggestions in the Services. Autocomplete features can be turned off at any time, in which case Customer Data will not be sent.
4.2. Customer's Ownership of Output
The Service may generate specifically for, and make available to, Customer text and written content based on or in response to Customer Data input into the Service (collectively, “Output”), including through the use of technologies that incorporate or rely upon artificial intelligence, machine learning techniques, and other similar technology and features. As between the Parties, to the greatest extent permitted by applicable Laws, Customer owns all Output and Zed hereby irrevocably assigns to Customer all right, title, and interest in and to the Output that Zed may possess. For the avoidance of doubt, Zed and its AI Providers will not retain or use Customer Data for the purpose of improving or training the Service or any AI Provider products, except to the extent Customer explicitly opts-in on Zed’s specific feature to allow training and/or such improvement (such as fine-tuning) and is solely for the benefit of Customer.
4.3. Zed's Collection of Output Rating
The Service may enable Customer, at its option, to rate or otherwise provide feedback with respect to Output generated through the Service. If Customer opts in to provide feedback concerning Output using the features of the Software or Service (e.g., by clicking an Output rating button), then Customer agrees that Zed may Process that Output and associated Customer Data for the purpose of product development and improvement (“Output Rating”). For clarity, Customer’s decision to opt in to provide Output Rating is specific to the corresponding Output. Your decision to provide Output Rating with respect to one instance of Output does not give Zed the right to use any other Output for Output Rating purposes.
4.4. Telemetry
Zed may collect, generate, and Process information, including technical logs, metrics, and data and learnings, related to the Software and Service (“Telemetry”) to improve and support the Services and for other lawful business purposes. Customer may configure the Software to opt out of the collection of certain Telemetry Processed locally by the Software itself, but Zed may still collect, generate, and Process Telemetry on Zed’s servers. Zed may not disclose Telemetry to any third-party other than Zed’s Representatives unless it is de-identified so that it does not identify Customer as the source thereof and is aggregated with data across other customers. For avoidance of doubt, Telemetry expressly does not include Customer Data.
5. Customer Obligations
Customer is responsible for its Customer Data and will comply with applicable Laws when using the Service. Customer represents and warrants that it has obtained all rights, consents, and permissions necessary for Zed to Process Customer Data and exercise the rights granted to it in the Terms without violating or infringing Laws or third-party rights. Customer Data shall not contain: (a) any “protected health information” or “PHI” as defined under HIPAA (including 45 C.F.R. Parts 160 and 164); or (b) any payment card or cardholder data subject to PCI DSS (including primary account numbers, full track or chip data, CVV/CVC codes, PINs, or similar payment card security data). Customer is solely responsible for ensuring compliance with this restriction and shall be liable for, and shall indemnify Zed against, any claims, fines, or penalties arising from Customer’s breach of this Section. Zed disclaims any and all liability in connection with Customer Data.
6. Suspension of Service
Zed may immediately suspend Customer’s access to any or all of the Service if: (a) Customer breaches Section 2.2 - 2.4 or Section 5; (b) any payments required under the Terms are overdue by 30 days or more; (c) changes to Laws or new Laws require that Zed suspend the Service or otherwise may impose additional liability on Zed in connection with its provision of the Service to Customer; or (d) Customer’s breach of the Terms risks harm to any of Zed’s other customers or the security, availability, or integrity of the Service or other services and entities. Where practicable, Zed will use reasonable efforts to provide Customer with prior notice of the suspension (email sufficing). If the issue that led to the suspension is resolved, Zed will restore Customer’s access to the Service.
7. Data Sharing and Third-Party Integrations
7.1. Collaboration Services
Certain features of the Service may allow Customer to share data between accounts on the Service, including accounts controlled by persons and entities not associated with Customer (“Collaboration Features”). If Customer elects to use Collaboration Features, Customer acknowledges and agrees that Zed will, and authorizes Zed to, make available Customer Data consisting of file paths, file contents, and metadata regarding the code returned by language servers to the third parties designated by Customer, and that Zed exercises no control over, and has no liability for, the acts or omissions of such third parties (including in connection with the Customer Data). Currently, with the exception of the Channel notes feature, Zed does not persist any shared Customer Data beyond the designated Collaboration Feature session.
7.2. Third-Party Integrations
The Service may support integration with third-party platforms, add-ons, services, or products not provided by Zed (“Third-Party Platforms”). Use of any Third-Party Platforms integrated with or made available through the Service is subject to Customer’s agreement with the relevant provider and not these Terms. Zed does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability, or interoperability with the Service. By enabling a Third-Party Platform to interact with the Service, Customer authorizes Zed to access and exchange Customer Data with such Third-Party Platform on Customer’s behalf.
8. Disclaimers; No Warranties by Zed
THE SOFTWARE, SERVICE, OUTPUT, AND ALL OTHER ZED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ZED, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUPPLIERS AND LICENSORS, MAKES NO OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. ZED DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SOFTWARE OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT IT WILL MAINTAIN CUSTOMER DATA WITHOUT LOSS. ZED IS NOT LIABLE FOR DELAYS, FAILURES, OR PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OF ZED’S CONTROL. ZED IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SOFTWARE OR SERVICE OR OUTPUT OR CUSTOMER’S DEALING WITH ANY OTHER SERVICE USER. Without limiting the foregoing, Customer acknowledges and agrees that: (a) the Service may produce inaccurate or erroneous Output; (b) Customer is responsible for independently evaluating the Output and any other information Customer receives from the Service; and (c) due to the nature of the Service and artificial intelligence technologies generally, Output may not be unique and other users of the Service may receive output from the Service that is similar or identical to the Output (and, notwithstanding anything to the contrary, such similar or identical output will not be understood to be Output).
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION 8 (DISCLAIMERS; NO WARRANTIES BY ZED) APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. Zed does not disclaim any warranty or other right that Zed is prohibited from disclaiming under applicable law.
9. Term, Termination, and Modification of the Service
9.1. Term
These Terms are effective beginning when Customer accepts the Terms or first downloads, installs, accesses, or uses the Service, and ending when terminated as described in Section 9.2 (Termination).
9.2. Termination
If Customer violates any provision of these Terms, then Customer is not authorized to access the Service and these Terms automatically terminate. In addition, Zed may, at its sole discretion, terminate these Terms or Customer’s account on the Service, or suspend or terminate Customer’s access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer arising from such termination. Customer may terminate its account and these Terms at any time by contacting Zed at hi@zed.dev.
9.3. Effect of Termination
Upon termination of these Terms: a) Customer’s license to access and use the Service will terminate and Customer must immediately cease all use of the Service; b) Customer will no longer be authorized to access its account or the Service; c) Customer must pay Zed any unpaid amount that was due prior to termination; and d) all payment obligations accrued prior to termination and Section(s) 2.4 (Restrictions), 3 (General Payment Terms) with the exception of 3.4 (Subscription Service), 4.2 (Customer’s Ownership of Output), 4.4 (Telemetry), 8 (Disclaimers; No Warranties by Zed), 9.3 (Effect of Termination), 10 (Ownership; Feedback), 11 (Limitations of Liability), 12 (Indemnity), 15 (Governing Law, Dispute Resolution and Arbitration); and 16 (General Terms), will survive. If Customer’s account has been terminated for a breach of these Terms, then Customer is prohibited from creating a new account on the Service.
9.4. Modification of the Service
Zed reserves the right to modify or discontinue all or any portion of the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to Customer. Zed will have no liability to Customer for any change to the Service.
10. Ownership; Feedback
Neither Party grants the other Party any rights or licenses not expressly set out in the Terms. Except as expressly provided in the Terms, as between the Parties, Customer retains all intellectual property rights and other rights in and to the Customer Data and Output. Except for the rights and licenses granted in the Terms, Zed and its licensors retain all intellectual property rights in and to the Service and Software. To the extent Customer provides Zed with feedback (including suggestions and comments for enhancements or new functionality) regarding the Service or Software, Output, or Zed’s products, services, or other technology (“Feedback”), Zed has the full and unrestricted right (but no obligation) to use or incorporate Feedback in any manner, including to improve and develop any of its products, services, technology, or other materials without attribution to Customer.
11. Limitations of Liability
11.1.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ZED ENTITIES BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY ZED ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
11.2.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE ZED ENTITIES TO CUSTOMER FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, OR OTHERWISE ARISING UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF:  THE AMOUNT CUSTOMER HAS PAID TO ZED FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM OR US$100.
11.3.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. Indemnity
To the fullest extent permitted by law, Customer is responsible for its use of the Service, and Customer will defend and indemnify Zed, its affiliates, and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents (together, the "Zed Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys' fees and costs, arising out of or connected with: (1) Customer’s unauthorized use of, or misuse of, the Service; (2) the Customer Data; (3) Customer’s use of Output; (4) Customer’s violation or alleged violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (5) Customer’s violation or alleged violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (6) any dispute or issue between Customer and any third party. Zed reserves the right, at Zed’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer’s indemnification obligations with respect to that matter), and in that case, Customer agrees to cooperate with our defense of those claims.
13. Confidentiality
13.1. Definition
“Confidential Information” means information disclosed to the receiving Party (“Recipient”) under the Terms that is designated by the disclosing Party (“Discloser”) as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Zed’s Confidential Information includes the terms and conditions of the Terms and the Service (including any technical or performance information about the Service).
13.2. Obligations
As Recipient, each Party will: (a) hold Confidential Information in confidence and not disclose it to third parties except as permitted in the Terms, including Section 4.1; and (b) only use Confidential Information to fulfill its obligations and exercise its rights under the Terms. Recipient may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for Zed, the subcontractors referenced in Section 16.5) (“Representatives”), provided Recipient remains responsible for its respective Representatives’ compliance with this Section 13 and such Representatives are bound by written agreements (or, in the case of professional advisers like attorneys and accountants, ethical duties) imposing confidentiality and non-use obligations no less protective than this Section 13.
13.3. Exclusions
These confidentiality obligations do not apply to information that Recipient can document: (a) is or becomes public knowledge through no fault of Recipient or its Representatives; (b) it rightfully knew or possessed prior to receipt under the Terms; (c) it rightfully received from a third party without breach of confidentiality obligations; or (d) it independently developed without using Confidential Information.
13.4. Remedies
Unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Discloser may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13, without the  necessity of posting a bond or proving actual damages.
13.5. Required Disclosures
Nothing in the Terms prohibits Recipient from making disclosures, including of Customer Data and other Confidential Information, if required by Laws, subpoena, or court order, provided (if permitted by Laws) it notifies Discloser in advance and cooperates in any effort to obtain confidential treatment.
14. Publicity
Neither Party may publicly announce that the Parties have entered into the Terms, except with the other Party’s prior consent or as required by Laws. However, Zed may use the name, brand, or logo of Customer (or Customer’s parent company) for the purpose of identifying Customer as a licensee or customer on Zed’s website or in other promotional materials. Zed will cease further use at Customer’s written request.
15. Governing Law, Dispute Resolution and Arbitration
15.1. Governing Law, Jurisdiction and Venue
The Terms are governed by the laws of the State of Delaware and the United States without regard to conflicts of laws provisions that would result in the application of the laws of another jurisdiction and without regard to the United Nations Convention on the International Sale of Goods. The parties further agree that except as stated below in the Arbitration provision, and for any claims under Section 15.2 (b), each party irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, for any action arising out of or relating to these Terms, and waive any objection based on venue or forum non conveniens. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION OR CLAIM ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
15.2. Dispute Resolution and Arbitration
ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS, OR THE BREACH THEREOF, SHALL BE SETTLED BY ARBITRATION AND JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. IF THERE IS A DISPUTE ABOUT WHETHER THIS ARBITRATION AGREEMENT CAN BE ENFORCED OR APPLIES TO THE DISPUTE, CUSTOMER AND ZED AGREE THAT THE ARBITRATOR WILL DECIDE THAT ISSUE.
a. Opt-Out. If Customer does not wish to resolve disputes by binding arbitration, Customer may opt out of the provisions of this Section 17.2 (Dispute Resolution and Arbitration) within 30 days after the date that Customer agrees to these Terms by sending an email to arbitration-opt-out@zed.dev or a letter to Zed Industries, Inc., Attention: Legal Department – Arbitration Opt-Out, 2590 Welton Street, Suite 200, PMB 1916, Denver, CO 80205 that specifies: Customer’s full legal name, the email address associated with Customer’s account on the Service, and a statement that Customer wishes to opt out of arbitration (“Opt-Out Notice”). Once Zed receives Customer’s Opt-Out Notice, this Section 15.2 (Dispute Resolution and Arbitration) will be void and any action arising out of these Terms will be resolved as set forth in Section 15.1 (Governing Law). The remaining provisions of these Terms will not be affected by Customer’s Opt-Out Notice.
b. Pre-Arbitration Dispute Resolution and Notification. Prior to initiating an arbitration, Customer and Zed each agree to notify the other party of the dispute and attempt to negotiate an informal resolution to it first. Zed will contact Customer at the email address Customer has provided to Zed; Customer can contact Zed by email at legal@zed.dev. If after a good faith effort to negotiate, one party feels the dispute has not and cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration.
c. Exceptions to Arbitration. Customer and Zed each agree that the following claims are exceptions to arbitration and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; or (ii) Any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack).
d. Arbitration Rules. (1) If Customer is domiciled in the U.S. - Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. (2) If Customer is domiciled internationally outside the U.S. - Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules.
e. Modification to AAA Rules - Arbitration Hearing/Location. Customer agrees that any required arbitration hearing will be conducted in the English language by one (1) mutually agreed upon arbitrator, (a) in city/county and state of Customer’s headquarters unless both parties agree otherwise; and appearances may be made via telephonic or video hearing; and (b) for any claim or counterclaim under $25,000, by solely the submission of documents to the arbitrator.
15.3. Waiver of Jury Trial and Class Action Waiver
EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS. CUSTOMER AND ZED EACH AGREE THAT ANY SUIT, PROCEEDING, OR OTHER ACTION ARISING OUT OF OR RELATED TO THESE TERMS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION.
16. General Terms
16.1.
These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between Customer and Zed regarding your use of the Service. Customer may not assign or transfer these Terms or its rights under these Terms, in whole or in part, by operation of law or otherwise, without Zed’s prior written consent. Zed may assign these Terms and all rights granted under these Terms at any time without notice or consent. The failure to require performance of any provision will not affect Zed’s right to require performance at any other time after that, nor will a waiver by Zed of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of Section headers in these Terms are for convenience only and will not have any impact on the interpretation of any provision. Throughout these Terms the use of the word “including” means “including but not limited to.” If any part of these Terms are held to be invalid or unenforceable, then the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
16.2. Notices
Except as set out in the Terms, any notice or consent under the Terms must be in writing to the Customer email address on the Order and Customer shall send all notices to Zed at Zed Industries, Inc., 2590 Welton Street, Suite 200, PMB 1916, Denver, CO 80205 with cc: to legal@zed.dev and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. Either Party may update its address with notice to the other Party pursuant to this Section. Zed may also send operational notices to Customer by email or through the Service.
16.3. DPA
The terms of the Data Processing Agreement (“DPA”), available upon request, are incorporated into these Terms by reference.
16.4. Modification of Terms
Zed may, from time to time, change these Terms. Please check these Terms periodically for changes. Revisions will be effective immediately except that, for existing users, material revisions will be effective 30 days after posting or notice to Customer of the revisions unless otherwise stated. Zed may require that Customer accept modified Terms in order to continue to use the Service. If Customer does not agree to the modified Terms, then Customer should discontinue its use of the Service and notify Zed at hi@zed.dev, in which case Zed will provide a pro-rated refund of any prepaid Subscription Fee. The terms in any Customer purchase order or business form will not amend or modify the Terms and are expressly rejected by Zed; any of these Customer documents are for administrative purposes only and have no legal effect with respect to the Terms.
16.5. Subcontractors
Zed may use subcontractors and permit them to exercise Zed’s rights, but Zed remains responsible for their compliance with the Terms and for its overall performance under the Terms.
16.6. Independent Contractors
The Parties are independent contractors, not agents, partners, or joint venturers.
16.7. Export
Customer will comply with all relevant U.S. and foreign export and import Laws in using the Service. Customer: (a) represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country; (b) agrees not to access or use the Service in violation of any U.S. export embargo, prohibition, or restriction; and (c) will not submit to the Service any information controlled under the U.S. International Traffic in Arms Regulations.
16.8. Government End-Users
Elements of the Service may include commercial computer software. If the user or licensee of the Service is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service or any related documentation of any kind, including technical data and manuals, is restricted by the terms of the Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Service was developed fully at private expense. All other use is prohibited.
16.9. Privacy Policy
Please read the Zed Privacy Policy (the “Privacy Policy”) carefully for information relating to our collection, use, storage, and disclosure of your personal information. The Zed Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
16.10. Additional Terms
Customer’s use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
16.11. Consent to Electronic Communications
By using the Service, Customer consents to receiving certain electronic communications from Zed as further described in the Privacy Policy. Please read the Privacy Policy to learn more about Zed’s electronic communications practices. Customer agrees that any notices, agreements, disclosures, or other communications that Zed sends to Customer electronically will satisfy any legal communication requirements, including that those communications be in writing. Zed may send Customer emails concerning Zed products and services, as well as those of third parties. Customer may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
16.12. Contact Information
The Service is offered by Zed Industries, Inc. Customer may contact Zed by sending correspondence to 2590 Welton Street, Suite 200, PMB 1916, Denver, CO 80205 with cc: to legal@zed.dev.
16.13. Notice to California Residents
If Customer is a California resident, then under California Civil Code Section 1789.3, Customer may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.