diff --git a/legal/privacy-policy.md b/legal/privacy-policy.md
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@@ -3,266 +3,178 @@ 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 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.
+**Last Updated**: March 2, 2026
-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.
+## Summary
-## What this Privacy Policy Covers
+Zed collects user information (name, email, username, IP address, etc.), device and usage data, and web analytics to improve our products and services, as well as payment details if you subscribe. We do not store your source code and we process but do not store audio/video/screenshare from collaboration sessions.
-Our Privacy Policy covers how we treat Personal Data that we gather when you access or use our Services. "Personal Data" means information that identifies or relates to a particular individual and includes information referred to as "personally identifiable information" or "personal information" under applicable data privacy laws, rules or regulations. Our Privacy Policy does not cover the practices of companies we don't own or control or people we don't manage.
+- **We don't sell your data and we don't allow AI providers to train on it**
+- **You control Zed editor telemetry** — disable it in Settings or learn more at [https://zed.dev/docs/telemetry](/telemetry)
+- **We honor Global Privacy Control** (GPC) signals from your browser
+- To access, correct, or delete your data, email privacy@zed.dev with subject "Privacy Request"
-## Personal Data
+Questions? Contact us at privacy@zed.dev. The full policy below contains complete details.
-### Categories of Personal Data We Collect
+## Introduction
-This chart details the categories of Personal Data that we collect and have collected over the past 12 months:
+This Privacy Policy explains how Zed Industries, Inc. ("**Zed**," "**we**," "**our**," or "**us**") collects, uses, and shares your personal data when you use our websites (including [https://zed.dev](https://zed.dev)), our downloadable software ("**Software**"), our subscription service ("**Service**"), or otherwise interact with us.
-| Category of personal data | Examples of data we collect | Categories of third parties with whom we share this data |
-| ----------------------------- | ------------------------------------------------------------- | -------------------------------------------------------- |
-| Profile or contact data | First and last name
Email address
GitHub username | Cloud infrastructure providers
Analytics providers |
-| IP data | IP address & derived geolocation data | Cloud infrastructure providers
Analytics providers |
-| Web analytics | Interactions
Referrer
Request IDs
Statistics | Cloud infrastructure providers
Analytics providers |
-| Photos, videos and recordings | Screenshots
Videos and video recordings you share with us | Cloud infrastructure providers |
-| Audio, screenshare data | Audio and screen sharing during collaboration calls | Cloud infrastructure providers |
+As used in this Privacy Policy, “personal data” means any information relating to an identified or identifiable individual and includes any information that constitutes "personally identifiable information," “personal data,” or "personal information" under applicable privacy or data protection laws or regulations.
-Note that "collection" does not necessarily imply long-term storage.
+You acknowledge the collection, use, disclosure, procedures, and other processing described in this Privacy Policy. Beyond the Privacy Policy, your use of our products and services is also subject to our Terms of Service included alongside. This Privacy Policy does not apply to the extent we process personal data in the role of a processor or service provider on behalf of our Zed Business customers. Such processing is governed by our Data Processing Agreement, available upon request. For information about the sub-processors we engage in that capacity, see [https://zed.dev/subprocessors](/subprocessors).
-### Categories of Sources of Personal Data
-
-We collect Personal Data about you from the following categories of sources:
-
-#### You
-
-- When you provide such information directly to us. Examples include:
- - When you create an account
- - When you voluntarily provide information through our Services or through responses to surveys or questionnaires.
- - When you send us an email or otherwise contact us.
- - When you sign up to our mailing list.
-- When you use our hosted Services and such information is collected automatically. Examples include:
- - Cookies (defined in the "Tracking Tools and Opt-Out" section below).
-- When you use the client software we provide on your machine. Examples include:
- - Authentication information when you sign in.
- - Version and system metadata when the software checks for updates.
- - Usage data, unless you opt out.
- - Crash reports, unless you opt out.
- - When you make requests to language models we host for you.
- - Zed does not store or train on your requests without consent.
- - Other relevant data necessary to provide you with our Services.
-
-#### Third Parties
+## Personal Data We Collect
-- When you login to the service using a third-party service like GitHub.
-- Information collected by content delivery networks or similar service providers
-- We may use analytics providers to analyze how you interact and engage with the Services, or third parties may help us provide you with customer support.
+We may collect personal data from or about you and your devices from the sources and in the manner described below. If you do not provide requested data, some features may not work - either because we need that data to deliver them, or because we're legally required to collect it.
-## Our Business Purposes for Collecting or Disclosing Personal Data
+For authorized users on Zed Business plans, certain data described in this section may be processed by Zed as a data processor on behalf of the Zed Business customer. In those cases, the Zed Business customer determines the purposes and lawful basis for that processing, as set forth in our Data Processing Agreement.
-- Providing, Customizing and Improving the Services
- - Creating and managing your account or other user profiles.
- - Processing orders or other fee-based transactions; billing.
- - Providing you with the products, services or information you request.
- - Meeting or fulfilling the reason you provided the information to us.
- - Providing support and assistance for the Services.
- - Improving the Services, including testing, research, internal analytics and product development.
- - Doing fraud protection, security and debugging.
- - Carrying out other business purposes stated when collecting your Personal Data or as otherwise set forth in applicable data privacy laws.
-- Marketing the Services
- - Marketing and selling the Services.
-- Corresponding with You
- - Responding to correspondence that we receive from you, contacting you when necessary or requested, and sending you information about Zed or our Services.
- - Sending emails and other communications according to your preferences or that display content that we think will interest you.
-- Meeting Legal Requirements and Enforcing Legal Terms
- - Fulfilling our legal obligations under applicable law, regulation, court order or other legal process, such as preventing, detecting and investigating security incidents and potentially illegal or prohibited activities.
- - Protecting the rights, property or safety of you, Zed or another party.
- - Enforcing any agreements with you.
- - Responding to claims that any posting or other content violates third-party rights.
- - Resolving disputes.
+### Personal Data You Provide to Us
-We will not collect additional categories of Personal Data or use the Personal Data we collected for materially different, unrelated or incompatible purposes without providing you notice as is described above.
+- **Contact Information** - We may collect your personal data when you inquire about Zed, our products and services, or when you otherwise interact with us, including when you sign up for, attend, or take part in our demos, events, or webinars. This data may include your full name, work email, company name, company size, and any other data you share with us.
-## How We Disclose Your Personal Data
+- **Communications** - When you contact us directly, we may receive personal data about you, such as your name, email address, message contents and attachments, and - if you join a live collaboration session - we process, but do not store, your audio and shared screen. When you sign up for news and updates, we will collect your email address and any other data you share. When you communicate with us online, our third-party vendors may receive and store these communications on our behalf. Our emails may include tracking pixels to track information about how you interact with our emails, such as whether you open them and whether you access any included links, your approximate Location Information (described below) based on your IP address, and Device Information (described below), to improve our website, products, and services.
-We disclose your Personal Data to categories of service providers and other parties listed in this section. Some of these disclosures may constitute a "sale" of your Personal Data as defined under applicable laws. For more information, please refer to the state-specific sections below.
+- **Account Information** - When you create an Account with Zed, we collect the data you provide to create, update, or manage your Service account. Examples include: your name, username, and email address.
-- Service Providers. These parties help us provide the Services or perform business functions on our behalf. They include:
- - Hosting, technology and communication providers.
- - Providers of artificial intelligence or machine learning models
- - Payment processors.
- - If you are using our Services on a fee-basis, our payment processing partner Stripe, Inc. ("Stripe") collects your voluntarily-provided payment card information necessary to process your payment.
- - Please see Stripe Terms of Service and Stripe Privacy Policy for information on its use and storage of your Personal Data.
-- Analytics Partners. These parties provide analytics on web traffic or usage of the Services. They include:
- - Companies that track how users found or were referred to the Services.
- - Companies that track how users interact with the Services.
-- Authorized authentication providers (e.g. GitHub OAuth)
+- **Careers** - If you apply for a job with us, you may submit your contact information and your resume online. We will collect any information you choose to provide on your resume, such as your contact information, education, and employment experience.
-### Fulfilling Legal Obligations
+- **Payment Information** - If you make a payment, your payment details, such as credit card, address, phone number, or other financial information, are collected by our third-party payment processor on our behalf. Zed does not collect, process, or store your payment information directly.
-We may share any Personal Data that we collect with third parties in relation to the activities set forth under "Meeting Legal Requirements and Enforcing Legal Terms" in the "Our Business Purposes for Collecting Personal Data" section above.
+- **Regarding Third-Party Services** - If you use or integrate third-party tools or link third-party services with the Software or Service, we may receive personal data about you, such as your [GitHub username and other related information](https://docs.github.com/en/apps/oauth-apps/using-oauth-apps/connecting-with-third-party-applications) that permits us to authenticate your user identity and keep your account secure. You can learn more about Zed Third Parties here: [https://zed.dev/](https://zed.dev/acceptable-use-policies)[acceptable-use-policies](/acceptable-use-policies)
-### Business Transfers
+### Personal Data We Collect When You Use Our Websites, Software, or Service
-Personal Data collected may be transferred to a third party if we undergo a merger, acquisition, bankruptcy or other transaction in which such third party assumes control of our business (in whole or in part). In such an event, we will make reasonable efforts to notify you before your information becomes subject to different privacy and security policies and practices as authorized or mandated by applicable law.
+- **Website, Software, and Service Telemetry** - We automatically collect telemetry - technical logs, metrics, and usage data - to improve and support Zed’s websites, Software, and Service. You may opt out of local telemetry collection in the Software settings. However, when you sign into or use the websites or Service (including via the Software) we collect telemetry on our servers related to use of the websites and Service.
-## Data that is Not Personal Data
+Learn more about telemetry and your choices and how to opt out of Software telemetry collection at [https://zed.dev/docs/telemetry](/telemetry)
-We may create aggregated, de-identified or anonymized data from the Personal Data we collect, including by removing information that makes the data personally identifiable to a particular user. We may use such aggregated, de-identified or anonymized data and share it with third parties for our lawful business purposes, including to analyze, build and improve the Services and promote our business, provided that we will not share such data in a manner that could identify you.
+- **Device and Location Information** - When you use the website, Software, or Service we may collect information about your device and software, including IP address (and inferred approximate location), device type, device identifiers, browser (type, version, user-agent, and language), and operating system or mobile device type. We do so to support improving and securing the Software and Service. Zed does not collect precise location information.
-## Tracking Tools and Opt-Out
+- **Usage Information** - We automatically collect information about how you use our website and Service, like the pages or other content you view and the dates and times of your visits. We do so to support improving and securing the websites, Software, and Service.
-The Services use cookies and similar technologies such as pixel tags, web beacons, clear GIFs and JavaScript (collectively, "Cookies") to enable our servers to recognize your web browser, tell us how and when you visit and use our Services, analyze trends, learn about our user base and operate and improve our Services. Cookies are small pieces of data– usually text files – placed on your computer, tablet, phone or similar device when you use that device to access our Services. We may also supplement the information we collect from you with information received from third parties, including third parties that have placed their own Cookies on your device(s).
+- **Information from Cookies and Similar Technologies** - We and our third-party partners may collect information using cookies, beacons, and similar technologies (collectively “**Cookies**”) to provide functionality and to recognize you across visits. See our [Cookie Policy](/cookie-policy), which includes information on how to control or opt out of these Cookies.
-### We use the following types of Cookies:
+## How We Use the Personal Data We Collect
-- Essential Cookies. Essential Cookies are required for providing you with features or services that you have requested. For example, certain Cookies enable you to log into secure areas of our Services. Disabling these Cookies may make certain features and services unavailable.
-- Functional Cookies. Functional Cookies are used to record your choices and settings regarding our Services, maintain your preferences over time and recognize you when you return to our Services. These Cookies help us to personalize our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
-- Performance/Analytical Cookies. Performance/Analytical Cookies allow us to understand how visitors use our Services. They do this by collecting information about the number of visitors to the Services, what pages visitors view on our Services and how long visitors are viewing pages on the Services. Performance/Analytical Cookies also help us measure the performance of our advertising campaigns to help us improve our campaigns and Services' content for those who engage with our advertising.
+We use the personal data we collect:
-You can decide whether or not to accept Cookies through your internet browser's settings. Most browsers have an option for turning off the Cookie feature, which will prevent your browser from accepting new Cookies, as well as (depending on the sophistication of your browser software) allow you to decide on acceptance of each new Cookie in a variety of ways. You can also delete all Cookies that are already on your device. If you do this, however, you may have to manually adjust some preferences every time you visit our website and some of the Services and functionalities may not work.
+- To deliver and improve our products: Providing the Software and Service functionality you request, debugging issues, and developing new features based on usage patterns;
-To find out more information about Cookies generally, including information about how to manage and delete Cookies, please visit [https://allaboutcookies.org/](https://allaboutcookies.org/) or [https://ico.org.uk/for-the-public/online/cookies/](https://ico.org.uk/for-the-public/online/cookies/) if you are located in the European Union.
+- To communicate with you: Responding to support requests, sending service announcements, and (with your consent) marketing communications;
-## Data Security
+- To secure our services: Detecting and preventing fraud, abuse, and security threats;
-We endeavor to protect your Personal Data from unauthorized access, use and disclosure using appropriate physical, technical, organizational and administrative security measures based on our Services,the type of Personal Data being collected and how we are processing that data. You should also help protect your data by selecting and protecting your password and/or other sign-on mechanism(s) with care; limiting access to your computer or device and browser; and signing off after you have finished accessing your account. Although we work to protect the security of your account and other data that we hold in our records, be aware that no method of transmitting data over the internet or storing data is completely secure.
+- To meet legal obligations: Complying with tax, accounting, and regulatory requirements;
-## Data Retention
+- To process payments: Completing transactions through our payment processor; and
-We retain Personal Data about you for as long as reasonably necessary to provide you with our Services or otherwise in support of our business or commercial purposes for utilization of your Personal Data, as expressed. When establishing a retention period for particular categories of data, we consider who we collected the data from, our need for the Personal Data, why we collected the Personal Data, and the sensitivity of the Personal Data. In some cases we retain Personal Data for a longer period, if doing so is necessary to comply with our legal obligations, resolve disputes or collect fees owed, or as is otherwise permitted or required by applicable law, rule or regulation. We may further retain information in an anonymous or aggregated form where such information would not identify you personally.
+- To understand aggregate usage: Generating anonymized statistics to guide product decisions.
-For example:
+We do not use your personal data for purposes materially different from those described above without providing you notice and, where required by law, obtaining your consent.
-- We retain your profile information and credentials for as long as you have an account with us.
-- We retain your payment data for as long as we need to process your purchase or subscription.
-- We retain your device/IP data for as long as we need it to ensure that our systems are working appropriately, effectively and efficiently.
+## Legal Bases for Processing European Personal Data
-It's worth noting that we avoid retaining data unless necessary to provide our Service. For example:
+If you are located in the European Economic Area (“**EEA**”) or the United Kingdom (“**UK**”), we only process your personal data when we have a valid “legal basis,” including as set forth below.
-- We do not currently store source code that we proxy during collaboration sessions.
-- We do not currently store audio or video recordings of Collaboration calls handled by LiveKit.
+- **Consent** - We may process your personal data where you have consented to certain processing of your personal data. For example, we may process your personal data to send you marketing communications or to use Cookies where you have consented to such use.
-## Personal Data of Children
+- **Contractual Necessity** - We may process your personal data where required to provide you with our products and services. For example, we may need to process your personal data to respond to your inquiries or requests.
-We do not knowingly collect or solicit Personal Data from children under 13 years of age; if you are a child under the age of 13, please do not attempt to register for or otherwise use the Services or send us any Personal Data. If we learn we have collected Personal Data from a child under 13 years of age, we will delete that information as quickly as possible. If you believe that a child under 13 years of age may have provided Personal Data to us, please contact us at hi@zed.dev.
+- **Compliance with a Legal Obligation** - We may process your personal data where we have a legal obligation to do so. For example, we may process your personal data to comply with tax, labor and accounting obligations.
-## California Resident Rights
+- **Legitimate Interests** - We may process your personal data where we or a third party have a legitimate interest in processing your personal data. Specifically, we have a legitimate interest in using your personal data for product development and internal analytics purposes, and otherwise to improve the safety, security, and performance of our products and services. We only rely on our or a third party’s legitimate interests to process your personal data when these interests are not overridden by your rights and interests.
-If you are a California resident, you have the rights set forth in this section. Please see the "Exercising Your Rights" section below for instructions regarding how to exercise these rights. Please note that we may process Personal Data of our customers' end users or employees in connection with our provision of certain services to our customers. If we are processing your Personal Data as a service provider, you may contact the entity that collected your Personal Data in the first instance to address your rights with respect to such data as desired.
+## How We Disclose the Personal Data We Collect
-If there are any conflicts between this section and any other provision of this Privacy Policy and you are a California resident, the portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this section or whether any of the following rights apply to you, please contact us at hi@zed.dev.
+The disclosures described below relate to Zed’s processing as a data controller. When we process data on behalf of Zed Business customers as a data processor, some of the third-parties described below may act as sub-processors under our Data Processing Agreement.
-### Access
+- **Zed does not sell your personal data to third-parties**. We also do not share your data with third-parties for the purposes of cross-context advertising.
-You have the right to request certain information about our collection and use of your Personal Data over the past 12 months. In response, we will provide you with the following information:
+- **Partners and Affiliates** - We may share information we receive to our current or future affiliates (companies under common ownership with Zed) for any of the lawful business purposes described in this Privacy Policy above.
-- The categories of Personal Data that we have collected about you.
-- The categories of sources from which that Personal Data was collected.
-- The business or commercial purpose for collecting or selling your Personal Data.
-- The categories of third parties with whom we have shared your Personal Data.
-- The specific pieces of Personal Data that we have collected about you.
-- If we have disclosed your Personal Data to any third parties for a business purpose over the past 12 months, we will identify the categories of Personal Data shared with each category of third party recipient. If we have sold your Personal Data over the past 12 months, we will identify the categories of Personal Data sold to each category of third party recipient.
+- **Vendors and Service Providers** - We may disclose information we receive to vendors and service providers retained in connection with operating, maintaining, or monitoring our websites, products, and services for any of the lawful business purposes described in this Privacy Policy above.
-### Deletion
+- **AI Service Providers** - We may disclose information we receive to vendors that provide artificial intelligence services in connection with our websites, software, or services for legitimate business purposes only, including website performance monitoring and sales and marketing of our products and services. Zed does not utilize third-party services which use this information for AI training purposes.
-You have the right to request that we delete the Personal Data that we have collected about you. Under the CCPA, this right is subject to certain exceptions: for e.g., we may need to retain your Personal Data to provide you with the Services or complete a transaction or other action you may have requested, or if deletion of your Personal Data involves disproportionate effort to achieve. If your deletion request is subject to one of these exceptions, we may deny your deletion request to such data.
+- **Web Analytics** - We use analytics services such as Amplitude to collect and process certain analytics data related to your use of our websites. These services utilize first-party cookies to collect information about your use of our websites, apps, and online resources via HTTP referrer and/or depending on your choices regarding cookies. Zed does not use third-party tracking cookies that collect your activity for other websites.
-### Correction
+- **As Required By Law and Similar Disclosures** - We may access, preserve, and disclose your information if we believe doing so is required or appropriate to:
-You have the right to request that we correct any inaccurate Personal Data we have collected about you. Under the CCPA, this right is subject to certain exceptions: for example, if we reasonably decide, based on the totality of circumstances related to your Personal Data, that such data is correct. If your correction request is subject to one of these CCPA exceptions, we may deny your request to correct such data.
+ - Comply with law enforcement requests and legal process, such as a court order or subpoena;
+ - Respond to your requests;
+ - Protect your, our, or others’ rights, property, security, or safety;
+ - Protect against legal liability; or
+ - Investigate fraud or other unlawful activity.
-### Processing of Sensitive Personal Information Opt-Out
+ For the avoidance of doubt, the disclosure of your information may occur if you post any objectionable, harmful, or illegal content on or through our websites or products and services.
-Consumers have certain rights over the processing of their sensitive information. However, we do not intentionally collect sensitive categories of personal information, but it is possible to share sensitive information with us through your use of the Services. It is your responsibility not to share any such sensitive information when you use the Services.
+- **Merger, Sale, or Other Asset Transfers** - We may transfer your personal data to service providers, advisors, potential transactional partners, or other third parties in connection with the consideration, negotiation, or completion of a corporate transaction in which we are acquired by or merged with another company or we sell, liquidate, or transfer all or a portion of our assets.
-### Personal Data Sales Opt-Out and Opt-In
+- **With Your Consent** - We may also disclose your information for other purposes with your permission.
-We will not sell your Personal Data, and have not done so over the last 12 months. To our knowledge, we do not sell the Personal Data of minors under 16 years of age. Under the CCPA, California residents have certain rights when a business "shares" Personal Data with third parties for purposes of cross-contextual behavioral advertising. We have shared the foregoing categories of Personal Data for the purposes of cross-contextual behavioral advertising, as applicable.
+## Your Choices
-Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to contact us to prevent disclosure of Personal Data to third parties for such third parties' direct marketing purposes; in order to submit such a request, please contact us at hi@zed.dev.
+- **Marketing Communications** - You can unsubscribe from our promotional emails via the link provided in the emails. Even if you opt out of receiving promotional messages from us, you will continue to receive administrative and security-related messages from us as long as you maintain a Service account.
-Your browser may offer you a "Do Not Track" option, which allows you to signal to operators of websites and web applications and services that you do not wish such operators to track certain of your online activities over time and across different websites. Our Services do not support Do Not Track requests at this time. To find out more about "Do Not Track," you can visit [www.allaboutdnt.com](https://www.allaboutdnt.com).
+- **Do Not Track** - Because there is no widely-accepted standard on how to respond to “Do Not Track” signals, we instead utilize and honor [Global Privacy Control (GPC)](https://globalprivacycontrol.org/#gpc-spec) as an alternative where and when feasible.
-### Exercising Your Rights under CCPA
+- **Opting-out of Software Telemetry** - Learn more about telemetry and how to opt out of Software telemetry collection at [https://zed.dev/docs/telemetry](/telemetry)
-To exercise the rights described in this Privacy Policy, you or, if you are a California resident, your Authorized Agent (as defined below) can send us a request that (1) provides sufficient information to allow us to adequately verify that you are the person about whom we have collected Personal Data, and (2) describes your request in sufficient detail to allow us to understand, evaluate and respond ( a "Valid Request"). We are not obligated to respond to requests that do not meet these criteria. We will only use Personal Data provided in a Valid Request to verify your identity and complete your request.
+- **Disabling Image Loading for Email** - In order to prevent the use of tracking pixels, you may disable image loading in your own email client.
-We are committed to respond to Valid Requests within the time frame required by applicable law. We will not charge you a fee for making a Valid Request unless your Valid Request(s) is excessive, repetitive or manifestly unfounded. If we determine that your Valid Request warrants a fee, we will notify you of the fee and explain that decision before completing your request.
+## Your Privacy Rights
-You may submit a Valid Request using the following methods:
+Depending on where you are located, applicable data protection laws may provide you with specific rights regarding your personal data. These may include the right to:
-- Email us at: hi@zed.dev
+- Request access to the personal data we maintain about you, update, and correct inaccuracies in your personal data, restrict or object to the processing of your personal data, have your personal data anonymized or deleted, as appropriate, or exercise your right to data portability to easily transfer your personal data to another company.
-If you are a California resident, you may also authorize an agent (an "Authorized Agent") to exercise your rights on your behalf.
+- Withdraw any consent you previously provided to us regarding the processing of your personal data at any time and free of charge. We will apply your preferences going forward and this will not affect the lawfulness of the processing before you withdrew your consent.
-### We Will Not Discriminate Against You for Exercising Your Rights
+- **Your European Privacy Rights** - If you are located in the European Economic Area (EEA) or the United Kingdom (UK), you may exercise any of the rights described above under GDPR or applicable local data protection law. You also have the right to lodge a complaint with a supervisory authority, including in your country of residence, place of work, or where an incident took place.
-We will not discriminate against you for exercising your rights under applicable data protection laws. We will not deny you our goods or services, charge you different prices or rates, or provide you a lower quality of goods and services if you exercise your rights under applicable law. However, we may offer different tiers of our Services, as allowed by applicable law, with varying prices, rates or levels of quality of the goods or services you receive related to the value of Personal Data that we receive from you.
+### How to Exercise Your Privacy Rights
-# European Union and United Kingdom Data Subject Rights
+Regardless of where you are located, you may exercise these rights by contacting us at [privacy@zed.dev](mailto:privacy@zed.dev) or by using the contact details at the end of this Privacy Policy. Please include the subject line "Privacy Request" and include: (1) the specific right you wish to exercise, (2) your account email address, and (3) any details that help us locate your data.
-## EU and UK Residents
+Before fulfilling your request, we may ask you to provide reasonable information to verify your identity. Zed will respond to these requests without undue delay and in any event, within one month and will execute the request within one month of responding. Complex requests may require an additional 60 days with notice provided to you.
-If you are a resident of the European Union ("EU"), United Kingdom ("UK"), Lichtenstein, Norway or Iceland, you may have additional rights under the EU or UK General Data Protection Regulation (the "GDPR") with respect to your Personal Data, as outlined below.
-We use the terms "Personal Data" and "processing" as they are defined in the GDPR in this section, but "Personal Data" generally means information that can be used to individually identify a person, and "processing" generally covers actions that can be performed in connection with data such as collection, use, storage and disclosure. Company will be the controller of your Personal Data processed in connection with the Services.
-If there are any conflicts between this section and any other provision of this Privacy Policy, the policy or portion that is more protective of Personal Data shall control to the extent of such conflict. If you have any questions about this section or whether any of the following applies to you, please contact us at hi@zed.dev. Note that we may also process Personal Data of our customers' end users or employees in connection with our provision of certain services to you, in which case we are the processor of Personal Data. If we are the processor of your Personal Data, please contact the controller party in the first instance to address your rights with respect to such data.
+Please note that there are exceptions and limitations to each of these rights, and that while any changes you make will be reflected in active user databases instantly or within a reasonable period of time, we may retain personal data for backups, archiving, prevention of fraud and abuse, satisfaction of legal obligations, or where we otherwise reasonably believe that we have a legitimate and lawful reason to do so.
-## Personal Data We Collect
+## Third Parties
-The "Categories of Personal Data We Collect" section above details the Personal Data that we collect from you.
+Our websites, products, and services may contain links to other websites, products, or services that we do not own or operate or permit you to integrate with third-party services. We are not responsible for the privacy or security practices of these third parties. Please be aware that this Privacy Policy does not apply to your activities on these third-party services or any data you disclose to these third parties. We encourage you to read their privacy policies before providing any data to them.
-## Personal Data Use and Processing Grounds
+## Retention
-The "Our Commercial or Business Purposes for Collecting Personal Data" section above explains how we use your Personal Data.
+We keep personal data as long as necessary to provide, maintain, and secure our websites, products, and services. We take measures to avoid retaining data we don't need - for example, we don't store source code proxied during collaboration sessions, or audio, video, and screen contents from calls.
-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.
+When you request deletion, we take measures to delete your personal data or anonymize it, unless we're legally required to retain it. We determine retention periods based on the type of service, our relationship with you, legal requirements, and applicable statutes of limitations.
-- 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:
- - Device/IP Data
- - Web Analytics
- - We may also de-identify or anonymize Personal Data to further our legitimate interests.
-- Examples of these legitimate interests include (as described in more detail above):
- - Providing, customizing and improving the Services.
- - Marketing the Services.
- - Corresponding with you.
- - Meeting legal requirements and enforcing legal terms.
- - Completing corporate transactions.
-- Consent: In some cases, we process Personal Data based on the consent you expressly grant to us at the time we collect such data.
- - Other Processing Grounds: From time to time we may also need to process Personal Data to comply with a legal obligation, if it is necessary to protect the interests of you or other data subjects, or if it is necessary in the public interest.
+## Security
-## Sharing Personal Data
+Designing Zed and our Service with “secure-by-default” as an objective is of utmost importance to us. We take your security and ours very seriously and strive to follow industry best-practice in order to uphold that principle. To learn more about Zed’s security program, please visit [https://zed.dev/docs/ai/privacy-and-security](https://zed.dev/docs/ai/privacy-and-security).
-The "How We Share Your Personal Data" section above details how we share your Personal Data with third parties.
+Zed will notify users as soon as possible should an incident affect their security or privacy. However, because no electronic transmission or storage of data can be proven entirely secure, we can make no guarantees as to the security or privacy of your data.
-## EU Data Subject Rights
+## Children’s Privacy
-For more information about these EU or UK personal data terms and your rights related thereto, or to submit a request for information, please email us at hi@zed.dev. Please note that in some circumstances, we may not be able to fully comply with your request, such as if it is frivolous or impractical, if it jeopardizes the rights of others, or if it is not required by law, but, in those circumstances, we are committed to respond to notify you of such a decision regardless. In some cases, we may also need you to provide us with additional information, which may include Personal Data, if necessary to verify your identity and the nature of your request.
+We do not knowingly collect, maintain, or use personal data from children under 18 years of age, and no part of our websites, products, or services is directed to children. If you learn that a child has provided us with personal data in violation of this Privacy Policy, alert us at [privacy@zed.dev](mailto:privacy@zed.dev).
-- Access: You can request more information about the Personal Data we hold about you and request a copy of such Personal Data. You can also access certain of your Personal Data by logging on to your account.
-- Rectification: If you believe that any Personal Data we are holding about you is incorrect or incomplete, you can request that we correct or supplement such data. You can also correct some of this information directly by logging on to your account.
-- Erasure: You can request that we erase some or all of your Personal Data from our systems.
-- Withdrawal of Consent: If we are processing your Personal Data based on your consent, you have the right to withdraw your consent at any time. Please note, however, that if you exercise this right, you may have to then provide express consent on a case-by-case basis for the use or disclosure of certain of your Personal Data, if such use or disclosure is necessary to enable you to utilize some or all of our Services.
-- Portability: You can ask for a copy of your Personal Data in a machine-readable format. You can also request that we transmit the data to another controller where technically feasible.
-- Objection: You can contact us to let us know that you object to the further use or disclosure of your Personal Data for certain purposes, such as for direct marketing purposes.
-- Restriction of Processing: You can ask us to restrict further processing of your Personal Data.
-- Right to File Complaint: You have the right to lodge a complaint about Company's practices with respect to your Personal Data with the supervisory authority of your country or EU Member State. A list of Supervisory Authorities is available here: [https://edpb.europa.eu/about-edpb/board/members_en](https://edpb.europa.eu/about-edpb/board/members_en)
+## International Visitors
-## Transfers of Personal Data
+Our websites, products, and services are hosted in the United States (“**U.S.**”). If you choose to use our websites or products and services from the EEA, the UK or other regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your personal data outside of those regions to the U.S. for storage and processing. We may transfer personal data from the EEA or the UK to the U.S. and other third countries based on European Commission-approved or UK Government-approved Standard Contractual Clauses, or otherwise in accordance with applicable data protection laws. We may also transfer your data from the U.S. to other countries or regions in connection with storage and processing of data, fulfilling your requests, and operating our websites, products, and services. By providing any data, including personal data, on or to the websites, products, or services, you consent to such transfer, storage, and processing. For more information about the tools that we use to transfer personal data, or to obtain a copy of the contractual safeguards we use for such transfers (if applicable), you may contact us as described below.
-The Services are hosted and operated in the United States ("U.S.") through Company and its service providers. By using the Services, you acknowledge that any Personal Data about you is being provided to Company in the U.S. and will be hosted on U.S. servers, and you authorize Company to transfer, store and process your information to and in the U.S., and possibly other countries. In some circumstances, your Personal Data may be transferred to the U.S. pursuant to a data processing agreement incorporating legally required data protection clauses.
+## Changes to this Privacy Policy
-# Contact Information:
+We will post any adjustments to the Privacy Policy on this page, and the revised version will be effective when it is posted. Registered customers will be notified of material privacy policy changes via the email on file with Zed.
-If you have additional questions about this Privacy Policy, the methods in which we collect and use your Personal Data or your choices and rights regarding such collection and use, please do not hesitate to contact us at:
+## Contact Information
-- Website: zed.dev
-- Email Address: hi@zed.dev
-- Corporate Address:
- Zed Industries, Inc.
- 2590 Welton St
- Suite 200
- PO Box 1916
- Denver CO 80205
+When data is used as outlined in this Privacy Policy, Zed is the data controller and responsible for the processing of your personal data. When Zed processes personal data on behalf of Zed Business customers as a data processor, the terms of our Data Processing Agreement apply. If you have any questions, comments, or concerns about our processing activities, please email us at [privacy@zed.dev](mailto:privacy@zed.dev) or write to us at:
-**DATE: May 6, 2025**
+Zed Industries, Inc.
+2590 Welton St
+Suite 200, PO Box 1916
+Denver, CO 80205
diff --git a/legal/subprocessors.md b/legal/subprocessors.md
index df3a5f7c9fd1ff5d3fb309a58d58700f8a08681a..7bd95e888473e66e0f9eb232bef1d3e7d67fb802 100644
--- a/legal/subprocessors.md
+++ b/legal/subprocessors.md
@@ -3,24 +3,100 @@ 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 End User Terms](https://zed.dev/terms).
-
-| Subprocessor | Purpose | Location |
-| ------------------- | ------------------------ | ------------- |
-| Cloudflare | Cloud Infrastructure | Worldwide |
-| Amazon Web Services | Cloud Infrastructure | United States |
-| DigitalOcean | Cloud Infrastructure | United States |
-| Vercel | Cloud Infrastructure | United States |
-| ConvertKit | Email Marketing | United States |
-| Axiom | Analytics | United States |
-| Hex Technologies | Analytics | United States |
-| Snowflake | Analytics | United States |
-| LiveKit | Audio/Video Conferencing | United States |
-| GitHub | Authentication | United States |
-| Anthropic | AI Services | United States |
-| BaseTen | AI Services | United States |
-| Exa Labs | AI Services | United States |
-| Google | AI Services | United States |
-| OpenAI | AI Services | United States |
-
-**DATE: May 6th, 2025**
+Zed uses select third-party subprocessors to deliver core product functionality. Each subprocessor processes customer personal data only as necessary to provide its service, and all are subject to appropriate data protection agreements.
+
+### How Zed Uses Subprocessors
+
+To provide fast, reliable, and secure functionality, Zed relies on a small number of carefully vetted third-party subprocessors. These vendors help us deliver essential capabilities such as hosting, billing, analytics, real-time collaboration, and hosted AI features.
+
+Each subprocessor only processes customer personal data as needed to provide its service.
+
+Zed maintains contracts and data protection agreements with all subprocessors, including GDPR-compliant terms where applicable. We do not sell customer data, and we do not share customer personal data with vendors for advertising or marketing purposes.
+
+### AI Subprocessors
+
+Zed offers three modes for AI:
+
+1. **Bring your own API key** — data goes directly from the customer to the model provider; Zed does not process or store it.
+2. [**External Agents**](https://zed.dev/docs/ai/external-agents) — Zed uses ACP to provide an enhanced experience with terminal-based AI code agents like Claude Code or OpenAI Codex. Data is not processed or stored by Zed when using external agents.
+3. **Zed-hosted models** — Zed sends customer prompts to one of its AI providers (listed below). These vendors act as subprocessors only for customers who choose this mode.
+
+### Ongoing Updates
+
+**Last Updated**: March 2, 2026
+
+This subprocessor list is reviewed regularly. Zed will notify customers of material changes in accordance with our [Terms](https://zed.dev/terms) and [Privacy Policy](https://zed.dev/privacy-policy).
+
+---
+
+## Infrastructure & Hosting
+
+| Subprocessor | Purpose | Data Location |
+| ----------------------- | ---------------------------------------- | ------------- |
+| **Cloudflare** | Network services, Cloudflare Workers | Global |
+| **Amazon Web Services** | Telemetry ingestion pipeline, S3 buckets | United States |
+| **DigitalOcean** | Application database hosting | United States |
+| **Vercel** | Website and edge infrastructure hosting | United States |
+
+---
+
+## Billing & Payments
+
+| Subprocessor | Purpose | Data Location |
+| ------------ | ------------------------------------------------------------ | ------------- |
+| **Stripe** | Payment processing | United States |
+| **Orb** | Usage tracking, subscription management, and metered billing | United States |
+
+---
+
+## Operational Tools
+
+| Subprocessor | Purpose | Data Location |
+| ------------ | ------------------------------------- | ------------- |
+| **Day.ai** | Customer relationship management | United States |
+| **Linear** | Issue tracking and project management | United States |
+
+---
+
+## Email & Communication
+
+| Subprocessor | Purpose | Data Location |
+| -------------- | ---------------------------------------------------------- | ------------- |
+| **ConvertKit** | Product update and feature announcement emails | United States |
+| **Loops** | Email marketing and product communications | United States |
+| **Plain** | Consolidated platform for end-user support across channels | United States |
+
+---
+
+## Analytics & Data Processing
+
+| Subprocessor | Purpose | Data Location |
+| -------------------- | ---------------------------------------------------------------------------------------- | ------------- |
+| **Amplitude** | Product analytics | United States |
+| **Axiom** | Application telemetry, observability, and logs | United States |
+| **Fivetran** | Automates data pipeline integration (extract, transformation, and load services) for Zed | United States |
+| **Hex Technologies** | Analytics and debugging | United States |
+| **Snowflake** | Data warehouse | United States |
+
+---
+
+## Collaboration Services
+
+| Subprocessor | Purpose | Data Location |
+| ------------ | -------------------------------------------------------------- | ------------- |
+| **LiveKit** | Real-time audio/video and collaborative session infrastructure | United States |
+
+---
+
+## AI Services (Zed-Hosted Models)
+
+_These subprocessors apply only when customers opt to use Zed's hosted AI models. When users supply their own API keys, or use external agents, data is sent directly to the provider and does not pass through Zed's infrastructure._
+
+| Subprocessor | Purpose | Data Location |
+| ------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- |
+| **Anthropic** | Requests may be sent to Anthropic even if you have another provider's model selected in chat (e.g. for summarization or generating git commit messages). We have a zero data retention agreement with Anthropic. | United States |
+| **Baseten** | Inference infrastructure for Edit Predictions | United States |
+| **Exa Labs** | AI-powered contextual search and retrieval | United States |
+| **Google (Vertex)** | Requests may be sent to Google even if you have another provider's model selected in chat (e.g. for summarization). We have a zero data retention agreement with Google. | United States |
+| **OpenAI** | Requests may be sent to OpenAI even if you have another provider's model selected in chat (e.g. for summarization or generating git commit messages). We have a zero data retention agreement with OpenAI. | United States |
+| **xAI** | Requests may be sent to xAI even if you have another provider's model selected in chat (e.g. for summarization or generating git commit messages). We have a zero data retention agreement with xAI. | United States |
diff --git a/legal/terms.md b/legal/terms.md
index 88afa36aa9cb17c55b1b2fe50a26893c4e5a3389..ed90fd36c835ddcc0949a3ad0d49e35fb7e79c8a 100644
--- a/legal/terms.md
+++ b/legal/terms.md
@@ -1,197 +1,254 @@
---
-title: Zed End User Terms
+title: Terms of Service
slug: terms
---
-PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICE OR SOFTWARE OFFERED BY ZED INDUSTRIES, INC. ("ZED", OR "WE"). BY ACCESSING OR USING THE SOLUTION (AS DEFINED BELOW) IN ANY MANNER, YOU ("YOU" OR "CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO "CUSTOMER" AND "YOU" IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SOLUTION IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.
+**Last Updated**: March 2, 2026
-## 1. ACCESS TO AND USE OF THE SOLUTION
+Welcome, and thank you for your interest in Zed Industries, Inc. (“**Zed**,” “**we**,” or “**us**”) and our website at [www.zed.dev](https://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.
-Subject to the terms and conditions of this Agreement, Zed hereby grants to You, and You hereby accept from Zed, a term-limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to make use of the Editor for Your internal use only, and subject to the use limitations in Section 2.2.
+Please read the following Terms carefully.
-## 2. TERMS APPLICABLE TO THE EDITOR
+**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](/privacy-policy) (collectively, the “Terms”).**
-### 2.1. License Grant
+If you are not eligible, or do not agree to the Terms, you may not access or use the Service.
-Subject to the terms and conditions of this Agreement, Zed hereby grants to You, and You hereby accept from Zed, a term-limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to make use of the Editor for Your internal use only, and subject to the use limitations in Section 2.2.
+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.
-### 2.2. License Limitations
+**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).
-You agree that You shall not: (a) exceed the scope of the licenses granted in Section 2.1; (b) make copies of the Editor; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 2.1; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Editor, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the Editor; or (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Editor or copies thereof.
+## 1. Overview
-### 2.3. Open Source Software
+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**”).
-Zed makes certain versions of the Editor and related software available at the Zed GitHub Repository: [https://github.com/zed-industries/zed](https://github.com/zed-industries/zed) (the "Repo"). Your use of such software is subject to the open source software licenses declared in the Repo.
+## 2. Service
-## 3. TERMS APPLICABLE TO THE ZED SERVICE
+### 2.1. Eligibility
-### 3.1. Access to and Scope of Zed Service
+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.
-If you have elected to use the Zed Service by enabling or activating the Zed Service, Zed will use commercially reasonable efforts to make the Zed Service available to You as set forth in this Agreement. Once you elected to use the Zed Service, You may access and use the Zed Service during the Term, subject to Your compliance with the terms and conditions of the Agreement.
+### 2.2. Access Grant
-### 3.2. Restrictions
+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.
-You will use the Zed Service only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). You agree not to (and will not allow any third party to): (i) remove or otherwise alter any proprietary notices or labels from the Zed Service or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Zed Service or any software used to provide or make the Zed Service available; or (iii) rent, resell or otherwise allow any third party access to or use of the Zed Service. Zed may suspend Your access to or use of the Zed Service as follows: (a) immediately if Zed reasonably believes Your use of the Zed Service may pose a security risk to or may adversely impact the Zed Service; or (b) if You are in breach of this Agreement.
+### 2.3. Acceptable Use
-### 3.3. Customer Data
+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](https://zed.dev/acceptable-use-policies), including Anthropic’s [Usage Policy](https://www.anthropic.com/legal/aup), Google Gemini’s [Generative AI Prohibited Use Policy](https://policies.google.com/terms/generative-ai/use-policy), GitHub's [Acceptable Use Policy](https://docs.github.com/en/site-policy/acceptable-use-policies/github-acceptable-use-policies), LiveKit’s [Acceptable Use Policy](https://livekit.io/legal/acceptable-use-policy); OpenAI’s [Usage Policies](https://openai.com/policies/usage-policies/) or [Sharing and Publication Policy](https://openai.com/api/policies/sharing-publication/); and [Community Guidelines](https://openai.com/api/policies/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.
-You are solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; and (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party. You agree and acknowledge that Customer Data may be irretrievably deleted if Your account is terminated. For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by You to the Zed Service in the course of using the Zed Service. Notwithstanding anything to the contrary, You represent and warrant that You will not transfer or make available to Zed any personally identifiable information or related information subject to applicable data privacy laws or regulations, unless otherwise agreed to in writing by Zed.
+### 2.4. Restrictions
-#### 3.3.1. Customer Data Made Available to Zed
+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](/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, GNU General Public License v3.0, and the GNU Affero 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.
-To the extent You elect to make Customer Data available to Zed, the same may only be used by Zed according to the Customer Data type and the use rights regarding the same as described herein:
+## 3. General Payment Terms
-#### 3.3.2. Usage Data
+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.
-To improve the Editor and understand how You use it, Zed optionally collects the following usage data:
+### 3.1. Price
-- (a) file extensions of opened files;
-- (b) features and tools You use within the Editor;
-- (c) project statistics (e.g., number of files); and
-- (d) frameworks detected in Your projects
+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](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.
-(a-d collectively, "Usage Data"). Usage Data does not include any of Your software code or sensitive project details. You may change Your preferences disabling the collection of Usage Data and You can audit Usage Data collected by the Editor at any time. See [https://zed.dev/docs/telemetry](https://zed.dev/docs/telemetry) for more.
+### 3.2. Taxes
-Usage Data is associated with a secure random telemetry ID which may be linked to Your email address. This linkage currently serves two purposes: (1) it allows Zed to analyze usage patterns over time while maintaining Your privacy; and (2) it enables Zed to reach out to specific user groups for feedback and improvement suggestions. Zed may contact You based on Your usage patterns to better understand your needs and improve the Solution. If You delete Your account, the link between Your telemetry ID and Your email address will be permanently removed. By continuing to use Editor or Solution with this feature enabled You agree to this Usage Data collection.
+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.
-#### 3.3.3. Crash Reports
+### 3.3. Authorization
-Customer Data consisting of data related to the behavior of the Solution prior to a crash or failure, such as stack traces are collected and classified as "Crash Reports". Zed will use commercially reasonable efforts to exclude any personally identifiable information from Crash Reports, but due to the nature of a crash, Zed does not ensure that information such as paths will be excluded from Crash Reports. Crash Reports will be used solely for Zed's internal purposes in connection with diagnosing defects in the Solution that led to the crash. You may grant us permission to capture Crash Reports when installing or activating the Solution, and You may change Your preferences at any time in the settings feature of the Solution. Once You grant us this permission, Zed will retain the Crash Reports indefinitely.
+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.
-#### 3.3.4. User Content
+### 3.4. Subscription Service
-• You may access, modify or create certain data or information in connection with your access or use of the Zed Editor or the Solution. Such data and information may include, but is not limited to any of the following:
+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](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](mailto:billing-support@zed.dev). **YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.**
-- (a) file contents and associated metadata (e.g., filename, paths, size, timestamps);
-- (b) source control history, comments and metadata (e.g., git history, commit messages);
-- (c) configuration data (e.g., settings, keymaps);
-- (d) anything typed, pasted and/or displayed on screen while using the Editor;
-- (e) derivative works of the above generated by the Editor (e.g., format conversions, summaries, indexes, caches);
-- (f) metadata, code and other derivative works of the above returned by language servers and other local tooling; and
-- (g) metadata, code and other derivative works of the above returned by services integrated with the Zed Editor
+### 3.5. Consumption Fees
-(a-g collectively, "User Content").
+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](https://zed.dev/docs/ai/models).
-#### 3.3.5. Handling of User Content
+### 3.6. Delinquent Accounts
-Zed will make use of or transfer User Content only as specified in this Agreement, or as necessary to comply with applicable law.
+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.
-#### 3.3.5.1. Zed Collaboration Services
+## 4. Data
-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.
+### 4.1. Zed's Use of Customer Data
-#### 3.3.5.2. Other Services
+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.
-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.
+### 4.2. Customer's Ownership of Output
-#### 3.3.5.3. Zed AI Services
+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.**
-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.
+### 4.3. Zed's Collection of Output Rating
-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.
+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.
-#### 3.3.5.4. Improvement Feedback
+### 4.4. Telemetry
-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.
+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.**
-For more information on Zed Edit Predictions please see: [https://zed.dev/docs/ai/ai-improvement](https://zed.dev/docs/ai/ai-improvement)
+## 5. Customer Obligations
-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.
+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.
-For more information regarding the Agent Panel please see: [https://zed.dev/docs/ai/ai-improvement](https://zed.dev/docs/ai/ai-improvement)
+## 6. Suspension of Service
-#### 3.4. Privacy Policy
+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.
-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).
+## 7. Data Sharing and Third-Party Integrations
-## 4. FEE BASED SERVICES, FEES AND PAYMENT TERMS
+### 7.1. Collaboration Services
-### 4.1. Fee Based 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.
-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.
+### 7.2. Third-Party Integrations
-### 4.2. Fees
+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.
-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.
+## 8. Disclaimers; No Warranties by Zed
-### 4.3. Payment Terms
+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).
-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.
+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.
-### 4.4. Taxes; Set-offs
+## 9. Term, Termination, and Modification of the Service
-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.
+### 9.1. Term
-## 5. TERM AND TERMINATION
+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).
-### 5.1. Term
+### 9.2. Termination
-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").
+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](mailto:hi@zed.dev).
-### 5.2. Termination
+### 9.3. Effect of 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.
+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.
-### 5.3. Effect of Termination and Survival
+### 9.4. Modification of the Service
-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).
+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.
-## 6. OWNERSHIP
+## 10. Ownership; Feedback
-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.
+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.
-## 7. INDEMNIFICATION
+## 11. Limitations of Liability
-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.
+### 11.1.
-## 8. WARRANTY
+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.
-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.
+### 11.2.
-## 9. LIMITATIONS OF LIABILITY
+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.
-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).
+### 11.3.
-## 10. Third Party Services
+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.
-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.
+## 12. Indemnity
-## 11. MISCELLANEOUS
+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.
-### 11.1. Export Control
+## 13. Confidentiality
-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.
+### 13.1. Definition
-### 11.2. Compliance with Laws
+“**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).
-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.
+### 13.2. Obligations
-### 11.3. Assignment
+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.
-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.
+### 13.3. Exclusions
-### 11.4. Force Majeure
+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.
-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.
+### 13.4. Remedies
-### 11.5. Notice
+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.
-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.
+### 13.5. Required Disclosures
-### 11.6. No Agency
+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.
-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.
+## 14. Publicity
-### 11.7. Governing Law
+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.
-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.
+## 15. Governing Law, Dispute Resolution and Arbitration
-### 11.8. Updated Agreement
+### 15.1. Governing Law, Jurisdiction and Venue
-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.
+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.
-### 11.9. Entire Agreement
+### 15.2. Dispute Resolution and Arbitration
-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.
+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.
-**DATE: May 6, 2025**
+**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](mailto: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](mailto: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](mailto: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](/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](mailto: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.
diff --git a/legal/third-party-terms.md b/legal/third-party-terms.md
index 4c4a0f6cce319369283c42d68f150699f9c1565c..6d4153d0b4771a5ccb9cca924caae682eece145c 100644
--- a/legal/third-party-terms.md
+++ b/legal/third-party-terms.md
@@ -1,53 +1,39 @@
---
-title: 3rd Party Terms
-slug: third-party-terms
+title: Acceptable Use Policies
+slug: acceptable-use-policies
---
-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:
+**Last Updated:** March 2, 2026
-## 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)
+Some third-party services accessible through Zed have their own acceptable use policies. These apply whether Zed hosts the service on your behalf or you connect your own account. The applicable policies are listed below and apply alongside the [Zed End User Terms](/terms) and [Zed Privacy Policy](/privacy-policy).
-## Baseten
+These policies may be updated from time to time by the applicable provider.
-- [BaseTen Terms and Conditions](https://www.baseten.co/terms-and-conditions/)
-
-### Exa.ai
+## Anthropic
-- [Exa Labs Terms and Conditions](https://exa.ai/assets/Exa_Labs_Terms_of_Service.pdf)
-- [Exa Labs Privacy Policy](https://exa.ai/privacy-policy)
+- [Anthropic Usage Policy](https://www.anthropic.com/legal/aup)
## GitHub
-- [GitHub Terms of Service](https://docs.github.com/en/site-policy/github-terms/github-terms-of-service)
-- [GitHub Privacy Statement](https://docs.github.com/en/site-policy/privacy-policies/github-general-privacy-statement)
- [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)
## 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)
-## LiveKit
+## OpenAI
+
+- [OpenAI Usage Policies](https://openai.com/policies/usage-policies/)
-- [LiveKit Terms of Service](https://livekit.io/legal/terms-of-service)
-- [LiveKit Privacy Policy](https://livekit.io/legal/privacy-policy)
+## OpenRouter
-## OpenAI
+- [OpenRouter Terms of Service](https://openrouter.ai/terms)
-- [OpenAI Terms of Use](https://openai.com/policies/terms-of-use/)
-- [OpenAI Privacy Policy](https://openai.com/policies/privacy-policy/)
-- [OpenAI Business terms](https://openai.com/policies/business-terms/)
-- [OpenAI Service terms](https://openai.com/policies/service-terms/)
+## Vercel
-## SuperMaven
+- [Vercel Acceptable Use Policy](https://vercel.com/legal/acceptable-use-policy)
-- [SuperMaven Terms of Service](https://supermaven.com/terms-of-service)
-- [SuperMaven Privacy Policy](https://supermaven.com/privacy-policy)
+## xAI
-**DATE: May 6, 2025**
+- [xAI Acceptable Use Policy](https://x.ai/legal/acceptable-use-policy)
diff --git a/script/terms/terms.rtf b/script/terms/terms.rtf
index f5fab23f4551fd0b3f8605209c3315eb470af224..cd01004c11ed10e58d3c17b1274cd499a1046c66 100644
--- a/script/terms/terms.rtf
+++ b/script/terms/terms.rtf
@@ -2,128 +2,194 @@
{\colortbl;\red255\green0\blue0;\red0\green0\blue255;}
\widowctrl\hyphauto
-{\pard \qc \f0 \sa180 \li0 \fi0 \b \fs36 Zed End User Terms\par}
+{\pard \qc \f0 \sa180 \li0 \fi0 \b \fs36 Terms of Service\par}
{\pard \ql \f0 \sa180 \li0 \fi0 \par}
-{\pard \ql \f0 \sa180 \li0 \fi0 PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SERVICE OR SOFTWARE OFFERED BY ZED INDUSTRIES, INC. ("ZED", OR "WE"). BY ACCESSING OR USING THE SOLUTION (AS DEFINED BELOW) IN ANY MANNER, YOU ("YOU" OR "CUSTOMER") AGREE TO BE BOUND BY THESE TERMS (THE "AGREEMENT") TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT; IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ORGANIZATION OR ENTITY, REFERENCES TO "CUSTOMER" AND "YOU" IN THIS AGREEMENT, REFER TO THAT ORGANIZATION OR ENTITY. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SOLUTION IN ANY MANNER. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 1. ACCESS TO AND USE OF THE SOLUTION\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Subject to the terms and conditions of this Agreement, Zed hereby grants to You, and You hereby accept from Zed, a term-limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to make use of the Editor for Your internal use only, and subject to the use limitations in Section 2.2.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 2. TERMS APPLICABLE TO THE EDITOR\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.1. License Grant\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Subject to the terms and conditions of this Agreement, Zed hereby grants to You, and You hereby accept from Zed, a term-limited, non-exclusive, non-transferable, non-assignable and non-sublicensable license to make use of the Editor for Your internal use only, and subject to the use limitations in Section 2.2.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.2. License Limitations\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 You agree that You shall not: (a) exceed the scope of the licenses granted in Section 2.1; (b) make copies of the Editor; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted in Section 2.1; (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the Editor, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the Editor; or (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Editor or copies thereof.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.3. Open Source Software\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Zed makes certain versions of the Editor and related software available at the Zed GitHub Repository: {\field{\*\fldinst{HYPERLINK "https://github.com/zed-industries/zed"}}{\fldrslt{\ul
-https://github.com/zed-industries/zed
-}}}
- (the "Repo"). Your use of such software is subject to the open source software licenses declared in the Repo.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 3. TERMS APPLICABLE TO THE ZED SERVICE\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.1. Access to and Scope of Zed Service\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 If you have elected to use the Zed Service by enabling or activating the Zed Service, Zed will use commercially reasonable efforts to make the Zed Service available to You as set forth in this Agreement. Once you elected to use the Zed Service, You may access and use the Zed Service during the Term, subject to Your compliance with the terms and conditions of the Agreement.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.2. Restrictions\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 You will use the Zed Service only in accordance with all applicable laws, including, but not limited to, laws related to data (whether applicable within the United States, the European Union, or otherwise). You agree not to (and will not allow any third party to): (i) remove or otherwise alter any proprietary notices or labels from the Zed Service or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Zed Service or any software used to provide or make the Zed Service available; or (iii) rent, resell or otherwise allow any third party access to or use of the Zed Service. Zed may suspend Your access to or use of the Zed Service as follows: (a) immediately if Zed reasonably believes Your use of the Zed Service may pose a security risk to or may adversely impact the Zed Service; or (b) if You are in breach of this Agreement.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.3. Customer Data\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 You are solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; and (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party. You agree and acknowledge that Customer Data may be irretrievably deleted if Your account is terminated. For purposes of this Agreement, "Customer Data" shall mean any data, information or other material provided, uploaded, or submitted by You to the Zed Service in the course of using the Zed Service. Notwithstanding anything to the contrary, You represent and warrant that You will not transfer or make available to Zed any personally identifiable information or related information subject to applicable data privacy laws or regulations, unless otherwise agreed to in writing by Zed.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.1. Customer Data Made Available to Zed\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 To the extent You elect to make Customer Data available to Zed, the same may only be used by Zed according to the Customer Data type and the use rights regarding the same as described herein:\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.2. Usage Data\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 To improve the Editor and understand how You use it, Zed optionally collects the following usage data:\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (a)\tx360\tab file extensions of opened files;\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (b)\tx360\tab features and tools You use within the Editor;\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (c)\tx360\tab project statistics (e.g., number of files); and\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (d)\tx360\tab frameworks detected in Your projects\sa180\sa180\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 (a-d collectively, "Usage Data"). Usage Data does not include any of Your software code or sensitive project details. You may change Your preferences disabling the collection of Usage Data and You can audit Usage Data collected by the Editor at any time. See {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/telemetry"}}{\fldrslt{\ul
-https://zed.dev/docs/telemetry
-}}}
- for more.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Usage Data is associated with a secure random telemetry ID which may be linked to Your email address. This linkage currently serves two purposes: (1) it allows Zed to analyze usage patterns over time while maintaining Your privacy; and (2) it enables Zed to reach out to specific user groups for feedback and improvement suggestions. Zed may contact You based on Your usage patterns to better understand your needs and improve the Solution. If You delete Your account, the link between Your telemetry ID and Your email address will be permanently removed. By continuing to use Editor or Solution with this feature enabled You agree to this Usage Data collection.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.3. Crash Reports\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Customer Data consisting of data related to the behavior of the Solution prior to a crash or failure, such as stack traces are collected and classified as "Crash Reports". Zed will use commercially reasonable efforts to exclude any personally identifiable information from Crash Reports, but due to the nature of a crash, Zed does not ensure that information such as paths will be excluded from Crash Reports. Crash Reports will be used solely for Zed's internal purposes in connection with diagnosing defects in the Solution that led to the crash. You may grant us permission to capture Crash Reports when installing or activating the Solution, and You may change Your preferences at any time in the settings feature of the Solution. Once You grant us this permission, Zed will retain the Crash Reports indefinitely.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.4. User Content\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \u8226 ? You may access, modify or create certain data or information in connection with your access or use of the Zed Editor or the Solution. Such data and information may include, but is not limited to any of the following:\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (a)\tx360\tab file contents and associated metadata (e.g., filename, paths, size, timestamps);\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (b)\tx360\tab source control history, comments and metadata (e.g., git history, commit messages);\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (c)\tx360\tab configuration data (e.g., settings, keymaps);\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (d)\tx360\tab anything typed, pasted and/or displayed on screen while using the Editor;\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (e)\tx360\tab derivative works of the above generated by the Editor (e.g., format conversions, summaries, indexes, caches);\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (f)\tx360\tab metadata, code and other derivative works of the above returned by language servers and other local tooling; and\sa180\par}
-{\pard \ql \f0 \sa0 \li720 \fi-360 \bullet \tx360\tab (g)\tx360\tab metadata, code and other derivative works of the above returned by services integrated with the Zed Editor\sa180\sa180\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 (a-g collectively, "User Content").\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.5. Handling of User Content\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Zed will make use of or transfer User Content only as specified in this Agreement, or as necessary to comply with applicable law.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.5.1. Zed Collaboration Services\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.5.2. Other Services\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.5.3. Zed AI Services\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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 \u8220"Output\u8221"). 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.3.5.4. Improvement Feedback\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 For more information on Zed Edit Predictions please see: {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/ai/ai-improvement"}}{\fldrslt{\ul
-https://zed.dev/docs/ai/ai-improvement
-}}}
-\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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 \u8220"Agent Improvement Feedback\u8221") 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 For more information regarding the Agent Panel please see: {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/ai/ai-improvement"}}{\fldrslt{\ul
-https://zed.dev/docs/ai/ai-improvement
-}}}
-\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel3 \b \fs24 3.4. Privacy Policy\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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{\ul
-https://zed.dev/privacy-policy
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b Last Updated}: March 2, 2026\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Welcome, and thank you for your interest in Zed Industries, Inc. (\u8220"{\b Zed},\u8221" \u8220"{\b we},\u8221" or \u8220"{\b us}\u8221") and our website at {\field{\*\fldinst{HYPERLINK "https://www.zed.dev"}}{\fldrslt{\ul
+www.zed.dev
+}}}
+, along with our downloadable Zed software (the \u8220"{\b Software}\u8221") and related subscription service (the \u8220"{\b Service}\u8221"). These Terms of Service are a legally binding contract between you and Zed regarding your use of the Service.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Please read the following Terms carefully.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b By accessing or using the Service, you (\u8220"You\u8221" or \u8220"Customer\u8221")\u160 ?agree to these Terms of Service, the Data Processing Addendum (\u8220"DPA\u8221"), available upon request,\u160 ?and Zed\u8217's {\field{\*\fldinst{HYPERLINK "/privacy-policy"}}{\fldrslt{\ul
+Privacy Policy
+}}}
+ (collectively, the \u8220"Terms\u8221").}\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 If you are not eligible, or do not agree to the Terms, you may not access or use the Service.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b ARBITRATION\u160 ?NOTICE}. Except for certain kinds of disputes described in Section\u160 ?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.\u160 ?ALTERNATIVELY, CUSTOMER MAY OPT OUT OF ARBITRATION PER SECTION 17.2(a).\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 1. Overview\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Subject to these Terms, Zed will permit Customer to access and use Zed\u8217's AI-enabled software-as-a-service offering (the \u8220"{\b Service}\u8221"), which enables certain additional features and functionality (including artificial intelligence and collaboration features) in Zed\u8217's open source code editing software (\u8220"{\b Software}\u8221").\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 2. Service\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.1. Eligibility\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Customer\u160 ?must be at least 18 years old\u160 ?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\u8217'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\u8217's behalf represents and warrants that they have authority to bind Customer to these Terms and Customer agrees to be bound by these Terms.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.2. Access Grant\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 During the Term, subject to Customer\u8217's compliance with the terms of the Terms, Customer may access and use the Service only for Customer\u8217's internal business purposes\u160 ?or for individuals, for personal non-commercial purposes, in accordance with the then-current version of Zed\u8217's usage guidelines and standard technical documentation for the Service that Zed makes generally available to its customers (\u8220"{\b Documentation}\u8221"), the Terms, and any terms set forth in the applicable Subscription Service (as defined in Section 3.4 below). Customer\u160 ?agrees\u160 ?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\u8217's account as though such acts and omissions were Customer\u8217's own. Customer\u160 ?will promptly notify Zed if it becomes aware of any compromise to its Zed account.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.3. Acceptable Use\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 The Service uses technology provided by multiple third party AI subprocessors (the \u8220"AI Providers\u8221") including but not limited to: Anthropic, PBC (\u8220"Anthropic\u8221"), Google LLC (\u8220"Google\u8221"), LiveKit Incorporated, OpenAI, LLC (\u8220"OpenAI\u8221") 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 {\field{\*\fldinst{HYPERLINK "https://zed.dev/acceptable-use-policies"}}{\fldrslt{\ul
+https://zed.dev/acceptable-use-policies
+}}}
+, including Anthropic\u8217's {\field{\*\fldinst{HYPERLINK "https://www.anthropic.com/legal/aup"}}{\fldrslt{\ul
+Usage Policy
+}}}
+, Google Gemini\u8217's {\field{\*\fldinst{HYPERLINK "https://policies.google.com/terms/generative-ai/use-policy"}}{\fldrslt{\ul
+Generative AI Prohibited Use Policy
+}}}
+, GitHub's {\field{\*\fldinst{HYPERLINK "https://docs.github.com/en/site-policy/acceptable-use-policies/github-acceptable-use-policies"}}{\fldrslt{\ul
+Acceptable Use Policy
+}}}
+, LiveKit\u8217's {\field{\*\fldinst{HYPERLINK "https://livekit.io/legal/acceptable-use-policy"}}{\fldrslt{\ul
+Acceptable Use Policy
+}}}
+; OpenAI\u8217's {\field{\*\fldinst{HYPERLINK "https://openai.com/policies/usage-policies/"}}{\fldrslt{\ul
+Usage Policies
+}}}
+\u160 ?or {\field{\*\fldinst{HYPERLINK "https://openai.com/api/policies/sharing-publication/"}}{\fldrslt{\ul
+Sharing and Publication Policy
+}}}
+; and {\field{\*\fldinst{HYPERLINK "https://openai.com/api/policies/community-guidelines/"}}{\fldrslt{\ul
+Community Guidelines
+}}}
+; each of which may be updated from time to time and are expressly incorporated by reference. Customer\u160 ?is solely responsible to check for updates to the applicable AI Provider policy from time to time.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 2.4. Restrictions\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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)\u160 ?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;\u160 ?(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, \u8220"{\b Laws}\u8221"), or the Terms.\u160 ?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 {\field{\*\fldinst{HYPERLINK "/acceptable-use-policies"}}{\fldrslt{\ul
+https://zed.dev/acceptable-use-policies
+}}}
+\u160 ?(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 ("{\b Open Source Component}"), including but not limited to Apache License, Version 2.0, GNU General Public License v3.0, and the GNU Affero General Public License v3.0.\u160 ?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\u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 3. General Payment Terms\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Accessing certain features and tiers of the Service requires Customer\u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.1. Price\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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 {\field{\*\fldinst{HYPERLINK "https://zed.dev/pricing"}}{\fldrslt{\ul
+https://zed.dev/pricing
+}}}
+\u160 ?up to date. Zed encourages Customer\u160 ?to check Zed\u8217'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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.2. Taxes\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u8217's income tax (\u8220"{\b Taxes}\u8221"). 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.3. Authorization\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Customer authorizes Zed to charge all sums for the orders that Customer makes, the level of Service that Customer selects, and Customer\u8217'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\u8217's account. If Customer pays any fees with a credit card, then Zed may seek pre-authorization of Customer\u8217's credit card account prior to Customer\u8217's purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Customer\u8217's purchase.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.4. Subscription Service\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 The Service may include certain subscription-based plans with automatically recurring payments for periodic charges ("{\b Subscription Service}"). The "{\b 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 "{\b 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 "{\b 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\u8217's pricing page at {\field{\*\fldinst{HYPERLINK "https://zed.dev/pricing"}}{\fldrslt{\ul
+https://zed.dev/pricing
+}}}
+. Customer\u8217's\u160 ?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\u8217's account. Zed or its third-party payment processor will bill the periodic Subscription Fee to the payment method associated with Customer\u8217's account or that Customer otherwise provides to Zed. Customer\u160 ?may cancel the Subscription Service from the account page at https://zed.dev/account or by contacting us at {\field{\*\fldinst{HYPERLINK "mailto:billing-support@zed.dev"}}{\fldrslt{\ul
+billing-support@zed.dev
+}}}
+. {\b YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD.}\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.5. Consumption Fees\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Customer\u8217'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 {\field{\*\fldinst{HYPERLINK "https://zed.dev/docs/ai/models"}}{\fldrslt{\ul
+https://zed.dev/docs/ai/models
+}}}
+.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 3.6. Delinquent Accounts\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 4. Data\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.1. Zed's Use of Customer Data\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Customer hereby grants Zed a non-exclusive, worldwide, royalty-free, fully paid-up, non-sublicensable (except to service providers and Customer\u8217'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 (\u8220"{\b Process}\u8221") any materials that Customer inputs into or otherwise makes available to the Service (including prompts and other written content) (collectively, \u8220"{\b Customer Data}\u8221") 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\u8217'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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.2. Customer's Ownership of Output\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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, \u8220"{\b Output}\u8221"), 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. {\b 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\u8217's specific feature to allow training and/or such improvement (such as fine-tuning) and is solely for the benefit of Customer.}\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.3. Zed's Collection of Output Rating\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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 (\u8220"Output Rating\u8221"). For clarity, Customer\u8217'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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.4. Telemetry\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Zed may collect, generate, and Process\u160 ?information, including technical logs, metrics, and data and learnings, related to the Software and Service (\u8220"{\b Telemetry}\u8221") to improve and support the Services and for other lawful business purposes. Customer\u160 ?may configure the Software to opt out of the collection of certain Telemetry Processed\u160 ?locally by the Software itself, but Zed may still collect, generate, and Process Telemetry on Zed\u8217's servers. Zed may not disclose Telemetry to any third-party other than Zed\u8217'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. {\b For avoidance of doubt, Telemetry expressly does not include Customer Data.}\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 5. Customer Obligations\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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 \u8220"protected health information\u8221" or \u8220"PHI\u8221" 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\u8217's breach of this Section. Zed disclaims any and all liability in connection with Customer Data.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 6. Suspension of Service\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Zed may immediately suspend Customer\u8217's access to any or all of the Service if: (a) Customer breaches Section 2.2 - 2.4 or Section 5; (b)\u160 ?any payments required under the Terms are overdue by 30 days or more; (c)\u160 ?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\u8217's breach of the Terms risks harm to any of Zed\u8217'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\u8217's access to the Service.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 7. Data Sharing and Third-Party Integrations\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 7.1. Collaboration Services\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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 (\u8220"{\b Collaboration Features}\u8221"). 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).\u160 ?Currently, with the exception of the Channel notes feature, Zed does not persist any shared Customer Data beyond the designated Collaboration Feature session.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 7.2. Third-Party Integrations\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 The Service may support integration with third-party platforms, add-ons, services, or products not provided by Zed (\u8220"{\b Third-Party Platforms}\u8221"). Use of any Third-Party Platforms integrated with or made available through the Service is subject to Customer\u8217'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\u8217's behalf.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 8. Disclaimers; No Warranties by Zed\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 THE SOFTWARE, SERVICE, OUTPUT, AND ALL OTHER ZED SERVICES ARE PROVIDED \u8220"AS IS\u8221" AND \u8220"AS AVAILABLE\u8221". 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\u8217'S\u160 ?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\u8217'S CONTROL.\u160 ?ZED IS\u160 ?NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SOFTWARE OR SERVICE OR OUTPUT OR CUSTOMER\u8217'S\u160 ?DEALING WITH ANY OTHER SERVICE USER. Without limiting the foregoing, Customer\u160 ?acknowledges\u160 ?and agrees\u160 ?that: (a) the Service may produce inaccurate or erroneous Output; (b) Customer is\u160 ?responsible for independently evaluating the Output and any other information Customer\u160 ?receives\u160 ?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).\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION\u160 ?8 (DISCLAIMERS; NO WARRANTIES BY\u160 ?ZED)\u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 9. Term, Termination, and Modification of the Service\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 9.1. Term\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 These Terms are effective beginning when Customer\u160 ?accepts\u160 ?the Terms or first downloads, installs, accesses, or uses\u160 ?the Service, and ending when terminated as described in Section 9.2 (Termination).\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 9.2. Termination\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 If Customer\u160 ?violates\u160 ?any provision of these Terms, then Customer is\u160 ?not authorized to access the Service and these Terms automatically terminate. In addition, Zed may, at its sole discretion, terminate these Terms or Customer\u8217's\u160 ?account on the Service, or suspend or terminate Customer\u8217's\u160 ?access to the Service, at any time for any reason or no reason, with or without notice, and without any liability to Customer\u160 ?arising from such termination. Customer\u160 ?may terminate its\u160 ?account and these Terms at any time by contacting Zed\u160 ?at {\field{\*\fldinst{HYPERLINK "mailto:hi@zed.dev"}}{\fldrslt{\ul
+hi@zed.dev
+}}}
+.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 9.3. Effect of Termination\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Upon termination of these Terms: a) Customer\u8217's\u160 ?license to access and use the Service will terminate and Customer\u160 ?must immediately cease all use of the Service; b) Customer\u160 ?will no longer be authorized to access its\u160 ?account or the Service; c) Customer\u160 ?must pay Zed any unpaid amount that was due prior to termination; and d) all payment obligations accrued prior to termination and Section(s)\u160 ?2.4 (Restrictions), 3 (General Payment Terms) with the exception of 3.4 (Subscription Service), 4.2\u160 ?(Customer\u8217'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\u160 ?(Governing Law, Dispute Resolution and Arbitration); and 16 (General Terms), will survive. If Customer\u8217's account has been terminated for a breach of these Terms, then Customer is\u160 ?prohibited from creating a new account on the Service.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 9.4. Modification of the Service\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u160 ?for any change to the Service.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 10. Ownership; Feedback\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u8217's products, services, or other technology (\u8220"{\b Feedback}\u8221"), 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 11. Limitations of Liability\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.1.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.2.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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: \u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.3.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u160 ?11 (LIMITATION OF LIABILITY) WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 12. Indemnity\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u8217's unauthorized use of, or misuse of, the Service; (2) the Customer Data; (3) Customer\u8217's use of Output; (4) Customer\u8217'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\u8217'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\u8217's own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer (without limiting Customer\u8217's indemnification obligations with respect to that matter), and in that case, Customer agrees to cooperate with our defense of those claims.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 13. Confidentiality\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 13.1. Definition\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \u8220"{\b Confidential Information}\u8221" means information disclosed to the receiving Party (\u8220"{\b Recipient}\u8221") under the Terms that is designated by the disclosing Party (\u8220"{\b Discloser}\u8221") 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\u8217's Confidential\u160 ?Information\u160 ?includes the terms and conditions of the Terms and the Service (including any technical or performance information about the Service).\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 13.2. Obligations\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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) (\u8220"{\b Representatives}\u8221"), provided Recipient remains responsible for its respective Representatives\u8217' compliance with this Section\u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 13.3. Exclusions\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 13.4. Remedies\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Unauthorized use or disclosure of Confidential\u160 ?Information\u160 ?may cause substantial harm for which damages alone are an insufficient remedy. Discloser\u160 ?may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 13, without the \u160 ?necessity\u160 ?of posting a bond or proving actual damages.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 13.5. Required Disclosures\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 14. Publicity\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Neither Party may publicly announce that the Parties have entered into the Terms, except with the other Party\u8217's prior consent or as required by Laws. However, Zed may use the name, brand, or logo of Customer (or Customer\u8217's parent company) for the purpose of identifying Customer as a licensee or customer on Zed\u8217's website or in other promotional materials. Zed will cease further use at Customer\u8217's written request.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 15. Governing Law, Dispute Resolution and Arbitration\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 15.1. Governing Law, Jurisdiction and Venue\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 15.2. Dispute Resolution and Arbitration\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b 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 {\field{\*\fldinst{HYPERLINK "mailto:arbitration-opt-out@zed.dev"}}{\fldrslt{\ul
+arbitration-opt-out@zed.dev
+}}}
+\u160 ?or a letter to Zed Industries, Inc., Attention: Legal Department \u8211- Arbitration Opt-Out, 2590 Welton Street, Suite 200, PMB 1916, Denver, CO 80205 that specifies: Customer\u8217's full legal name, the email address associated with Customer\u8217's account on the Service, and a statement that Customer wishes to opt out of arbitration (\u8220"{\b Opt-Out Notice}\u8221"). Once Zed receives Customer\u8217'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\u8217's Opt-Out Notice.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b 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\u160 ?{\field{\*\fldinst{HYPERLINK "mailto:legal@zed.dev"}}{\fldrslt{\ul
+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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b 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\u8217'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).\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b 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.\u160 ?(2)\u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 {\b 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\u8217'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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 15.3. Waiver of Jury Trial and Class Action Waiver\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 16. General Terms\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.1.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u160 ?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\u8217'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\u8217'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\u160 ?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 \u8220"including\u8221" means \u8220"including but not limited to.\u8221" 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.2. Notices\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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 {\field{\*\fldinst{HYPERLINK "mailto:legal@zed.dev"}}{\fldrslt{\ul
+legal@zed.dev
+}}}
+\u160 ?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\u160 ?by email or through the Service.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.3. DPA\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 The terms of the Data Processing Agreement (\u8220"{\b DPA}\u8221"), available upon request, are incorporated into these Terms by reference.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.4. Modification of Terms\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u160 ?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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.5. Subcontractors\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Zed may use subcontractors and permit them to exercise Zed\u8217's rights, but Zed remains responsible for their compliance with the Terms and for its overall performance under the Terms.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.6. Independent Contractors\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 The Parties are independent contractors, not agents, partners, or joint venturers.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.7. Export\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Customer\u160 ?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 \u8220"terrorist supporting\u8221" 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.8. Government End-Users\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.9. Privacy Policy\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Please read the {\field{\*\fldinst{HYPERLINK "/privacy-policy"}}{\fldrslt{\ul
+Zed Privacy Policy
+}}}
+ (the \u8220"{\b Privacy Policy}\u8221") 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.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.10. Additional Terms\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 Customer\u8217'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 \u8220"{\b Additional Terms}\u8221"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.11. Consent to Electronic Communications\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 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\u8217'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\u160 ?may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.12. Contact Information\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 The Service is offered by Zed Industries, Inc. Customer\u160 ?may contact Zed by sending correspondence to 2590 Welton Street, Suite 200, PMB 1916, Denver, CO 80205 with cc: to {\field{\*\fldinst{HYPERLINK "mailto:legal@zed.dev"}}{\fldrslt{\ul
+legal@zed.dev
}}}
.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 4. FEE BASED SERVICES, FEES AND PAYMENT TERMS\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.1. Fee Based Services\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 The Zed AI Services is made available with additional usage benefits (the \u8220"Enhanced Use \u8221") as described in the table published at {\field{\*\fldinst{HYPERLINK "https://zed.dev/pricing"}}{\fldrslt{\ul
-zed.dev/pricing
-}}}
- (the \u8220"Pricing Table\u8221"), 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.2. Fees\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 Customer shall pay to Zed the applicable fees set forth in Pricing Table, together with any applicable taxes and shipping and handling (collectively, the \u8220"Fees\u8221"). Customer shall have no right of return, and all Fees shall be non-refundable.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.3. Payment Terms\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 4.4. Taxes; Set-offs\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 5. TERM AND TERMINATION\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 5.1. Term\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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").\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 5.2. Termination\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 5.3. Effect of Termination and Survival\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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).\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 6. OWNERSHIP\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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 \u8220"Output\u8221") are transferred or assigned to Zed hereunder.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 7. INDEMNIFICATION\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 8. WARRANTY\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 9. LIMITATIONS OF LIABILITY\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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).\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 10. Third Party Services\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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{\ul
-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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel1 \b \fs32 11. MISCELLANEOUS\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.1. Export Control\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.2. Compliance with Laws\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.3. Assignment\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.4. Force Majeure\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.5. Notice\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.6. No Agency\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.7. Governing Law\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.8. Updated Agreement\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 11.9. Entire Agreement\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 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.\par}
-{\pard \ql \f0 \sa180 \li0 \fi0 {\b DATE: May 6, 2025}\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 \outlinelevel2 \b \fs28 16.13. Notice to California Residents\par}
+{\pard \ql \f0 \sa180 \li0 \fi0 If Customer is a California resident, then under California Civil Code Section\u160 ?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.\par}
}