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Code Issues Projects Releases Packages Wiki Activity Actions 9

Update Terms and Conditions (#16478)

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- Update Zed Terms of Use:
  - Rename from 'EULA' / 'Terms and Conditions'
  - Rename 'Zed Network Based Service' to 'Zed Service'
  - 3.3.2 Usage Data (formerly Telemetry Data)
    - Add examples of 'Usage Data'
- Add link to https://zed.dev/docs/telemetry - Explain 'telemetry ID' and user linkage
- 3.3.5 Privacy Policy - Add privacy policy reference - Add link to https://zed.dev/privacy-policy/
  - 5. OWNERSHIP
- Move "You retain all right, title and interest..." from 3.3 Customer Data
    - Additional note that customers retain Intellectual Property rights
- 9. Third Party Services - Add link to https://zed.dev/third-party-terms
- Add Privacy Policy
- Add Subprocessors
- Add Third Party Terms
- Update script/terms/terms.rtf for DMG bundle
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---
title: Privacy Policy
slug: privacy-policy
---
At Zed Industries, Inc. ("Zed", "Company" or "we"), we take privacy and the security of data seriously. This Privacy Policy is established to help advise you about how we treat your personal data. By using or accessing our website located at zed.dev, or the Solution or services available pursuant the Zed Terms of Use located at [https://zed.dev/terms](https://zed.dev/terms) (collectively, the "Services"), you acknowledge awareness of the practices and policies outlined below, and hereby consent that we will collect, use, and share your personal data as described in this Privacy Policy.
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.
## What this Privacy Policy Covers
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.
## Personal Data
### Categories of Personal Data We Collect
This chart details the categories of Personal Data that we collect and have collected over the past 12 months:
| 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<br/>Email address<br/>GitHub username | Cloud infrastructure providers <br/>Analytics providers |
| IP data | IP address & derived geolocation data | Cloud infrastructure providers <br/>Analytics providers |
| Web analytics | Interactions<br/>Referrer<br/>Request IDs<br/>Statistics | Cloud infrastructure providers <br/>Analytics providers |
| Photos, videos and recordings | Screenshots<br/>Videos and video recordings you share with us | Cloud infrastructure providers |
| Audio, screenshare data | Audio and screen sharing during collaboration calls | Cloud infrastructure providers |
Note that "collection" does not necessarily imply long-term storage.
### 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 store or train on your requests without consent.
- Other relevant data necessary to provide you with our Services.
#### Third Parties
- 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.
## Our Business Purposes for Collecting or Disclosing Personal Data
- 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.
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.
## How We Disclose Your Personal Data
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.
- 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)
### Fulfilling Legal Obligations
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.
### Business Transfers
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.
## Data that is Not Personal Data
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.
## Tracking Tools and Opt-Out
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).
### We use the following types of Cookies:
- 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.
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 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.
## Data Security
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.
## Data Retention
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.
For example:
- 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.
It's worth noting that we avoid retaining data unless necessary to provide our Service. For example:
- 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.
## Personal Data of Children
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.
## California Resident Rights
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.
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.
### Access
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:
- 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.
### Deletion
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.
### Correction
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.
### Processing of Sensitive Personal Information Opt-Out
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.
### Personal Data Sales Opt-Out and Opt-In
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.
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.
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).
### Exercising Your Rights under CCPA
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.
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.
You may submit a Valid Request using the following methods:
- Email us at: hi@zed.dev
If you are a California resident, you may also authorize an agent (an "Authorized Agent") to exercise your rights on your behalf.
### We Will Not Discriminate Against You for Exercising Your Rights
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.
# European Union and United Kingdom Data Subject Rights
## EU and UK Residents
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.
## Personal Data We Collect
The "Categories of Personal Data We Collect" section above details the Personal Data that we collect from you.
## Personal Data Use and Processing Grounds
The "Our Commercial or Business Purposes for Collecting Personal Data" section above explains how we use your Personal Data.
We will only process your Personal Data if we have a lawful basis for doing so. Lawful bases for processing include consent, contractual necessity and our "legitimate interests" or the legitimate interest of others, as further described below.
- Contractual Necessity: We process the following categories of Personal Data as a matter of "contractual necessity", meaning that we need to process the data to perform under our Terms of Use with you, which enables us to provide you with the Services. When we process data due to contractual necessity, failure to provide such Personal Data will result in your inability to use some or all portions of the Services that require such data.
- 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.
## Sharing Personal Data
The "How We Share Your Personal Data" section above details how we share your Personal Data with third parties.
## EU Data Subject Rights
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.
- 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)
## Transfers of Personal Data
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.
# Contact Information:
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:
- Website: zed.dev
- Email Address: hi@zed.dev
- Corporate Address:
Zed Industries, Inc.
2590 Welton St
Suite 200
PO Box 1916
Denver CO 80205
**DATE: August 19, 2024**

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---
title: Subprocessor List
slug: subprocessors
---
This page provides information about the Subprocessors Zed has engaged to provide processing activities on Customer Data as defined in the [Zed Terms of Use](https://zed.dev/terms).
| Subprocessor | Purpose | Location |
| ------------ | -------------------- | ------------- |
| Cloudflare | Cloud Infrastructure | Worldwide |
| Vercel | Cloud Infrastructure | United States |
| DigitalOcean | Cloud Infrastructure | United States |
| ConvertKit | Email Marketing | United States |
| Axiom | Analytics | United States |
| ClickHouse | Analytics | United States |
| Metabase | Analytics | United States |
| GitHub | Authentication | United States |
| LiveKit | Audio Conferencing | United States |
| Anthropic | AI Services | United States |
| OpenAI | AI Services | United States |
**DATE: August 19, 2024**

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# ZED TERMS AND CONDITIONS
---
title: Zed Terms of Use
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.
## 1. ACCESS TO AND USE OF THE SOLUTION
Subject to the terms and conditions in this Agreement, Zed will make available to You the Zed Editor Software (the "Editor"), and the Zed Collaboration Service (the "Network Based Service"). The Network Based Service may be used in conjunction with the Editor (the Network Based Service and Editor, collectively the "Solution"). The Network Based Service is designed to allow for collaboration, but the use of the Network Based Service is not required to make use of the Editor; Your use of the Network Based Service is optional.
Subject to the terms and conditions in this Agreement, Zed will make available to You the Zed Editor Software (the "Editor"), and the Zed Collaboration Service (the "Zed Service"). The Zed Service may be used in conjunction with the Editor (the Zed Service and Editor, collectively the "Solution"). The Zed Service is designed to allow for collaboration, but the use of the Zed Service is not required to make use of the Editor; Your use of the Zed Service is optional.
## 2. TERMS APPLICABLE TO THE EDITOR
### 2.1. License Grant
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 the table in Section 2.2.
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.
### 2.2. License Limitations
@ -18,55 +21,68 @@ You agree that You shall not: (a) exceed the scope of the licenses granted in Se
### 2.3. Open Source Software
Zed makes certain versions of the Editor and related software available at the Zed GitHub Repository: 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.
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.
## 3. TERMS APPLICABLE TO THE NETWORK BASED SERVICE
## 3. TERMS APPLICABLE TO THE ZED SERVICE
### 3.1. Access to and Scope of Network Based Service
### 3.1. Access to and Scope of Zed Service
If you have elected to use the Network Based Service by enabling or activating the Network Based Service, Zed will use commercially reasonable efforts to make the Network Based Service available to You as set forth in this Agreement. Once you elected to use the Network Based Service, You may access and use the Network Based Service during the Term, subject to Your compliance with the terms and conditions of the Agreement,
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.
### 3.2. Restrictions
You will use the Network Based 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 Network Based Service or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Network Based Service or any software used to provide or make the Network Based Service available; or (iii) rent, resell or otherwise allow any third party access to or use of the Network Based Service. Zed may suspend Your access to or use of the Network Based Service as follows: (a) immediately if Zed reasonably believes Your use of the Network Based Service may pose a security risk to or may adversely impact the Network Based Service; or (b) if You are in breach of this Agreement.
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.
### 3.3. Customer Data
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 Network Based Service in the course of using the Network Based Service. You shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.
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.
#### 3.3.1. Customer Data Made Available to Zed
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:
##### 3.3.1.1. Telemetry Data
#### 3.3.2. Usage Data
Customer Data consisting of non-personally-identifiable information that helps Zed understand how the Solution is being used and how it is performing on user machines is classified as "Telemetry Data". By way of example, Telemetry Data may include the file extensions being edited, or the fact that a particular feature is used and how many times. Telemetry Data does not include the content You are editing. You may grant us permission to capture Telemetry Data when installing or activating the Editor, and You may change Your preferences at any time in the settings feature of the Solution. Once You grant Us this permission, We will retain the Telemetry Data indefinitely. If You elect to use the Network Based Service, You agree that We may capture non-personally-identifiable Telemetry Data on Zed's backend systems, and keep such data indefinitely.
To improve the Editor and understand how You use it, Zed optionally collects the following usage data:
##### 3.3.1.2. Crash Reports
- (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
(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.
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.
#### 3.3.3. Crash Reports
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.
##### 3.3.1.3. User Content
#### 3.3.4. User Content
Customer Data consisting of User content created while using the Solution is classified as "User Content". User Content is transmitted from Your environment only if You collaborate with other Zed users by electing to share a project in the Editor. Once You share a project, Zed may transmit User Content consisting of file paths, file contents, and metadata regarding the code returned by language servers. Currently, Zed does not persist any User Content beyond the Your collaboration session. If You unshare a project or disconnect from the Solution, all information associated with such project will be deleted from Zed servers. In the future, Zed may save User Content regarding projects beyond the scope of a single collaboration session. We may share such User Content with those users You elected to grant access to. Zed's access to such User Content is limited to debugging and making improvements to the Solution.
#### 3.3.5. Privacy Policy
You and Zed are bound by the terms and conditions contained in the Zed Privacy Policy which is incorporated by reference hereto. The Zed Privacy Policy is available at the following URL: [https://zed.dev/privacy-policy](https://zed.dev/privacy-policy).
## 4. TERM AND TERMINATION
### 4.1. Term
The term of this Agreement shall commence on the date You first download the Editor or use the Network Based Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 4 (the "Term").
The term of this Agreement shall commence on the date You first download the Editor or use the Zed Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 4 (the "Term").
### 4.2. Termination
This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement; or (b) by Zed at any time and for any reason upon notice to Customer. You acknowledge that Zed is under no obligation to continue to operate the Network Based Service or make the Editor available, and We may end any programs in connection with the same at any time.
This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement; or (b) by Zed at any time and for any reason upon notice to Customer. You acknowledge that Zed is under no obligation to continue to operate the Zed Service or make the Editor available, and We may end any programs in connection with the same at any time.
### 4.3. Effect of Termination and Survival
Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Network Based Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 1.4 (Ownership), 3 (Customer Data); 4.3 (Effect of Termination and Survival), Section 5 (Ownership), Section 6 (Indemnification), Section 8 (Limitation of Liability), and Section 9 (Miscellaneous).
Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Zed Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 3.3 (Customer Data); 4.3 (Effect of Termination and Survival), Section 5 (Ownership), Section 6 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Third Party Services), and Section 10 (Miscellaneous).
## 5. OWNERSHIP
Zed retains all right, title, and interest in and to the Network Based 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 Network Based Service or Editor. Customer may from time to time provide suggestions, comments, or other feedback to Zed with respect to the Network Based 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.
Zed retains all right, title, and interest in and to the Zed Service, Editor, and any software, products, works or other intellectual property created, used, provided, or made available by Zed under or in connection with the Zed Service or Editor. Customer may from time to time provide suggestions, comments, or other feedback to Zed with respect to the Zed Service or Editor ("Feedback"). Customer shall, and hereby does, grant to Zed a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. You retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. No intellectual property rights with respect to any software code you develop or modify with the Editor or Zed Service (collectively, the “Output”) are transferred or assigned to Zed hereunder.
## 6. INDEMNIFICATION
@ -74,49 +90,52 @@ Customer will defend, indemnify, and hold Zed, its affiliates, suppliers and lic
## 7. WARRANTY
Zed does not represent or warrant that the operation of the Network Based Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Network Based Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, Zed MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
Zed does not represent or warrant that the operation of the Zed Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Zed Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, Zed MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
## 8. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).
## 9. MISCELLANEOUS
## 9. Third Party Services
### 9.1. Export Control
Zed may make certain third party services available to You within the Editor or the Zed Service (each a "Third Party Service"). You acknowledge and agree that (a) use of each Third Party Service is subject to the corresponding terms and conditions available at the following URL: [https://zed.dev/third-party-terms](https://zed.dev/third-party-terms) and/or presented in connection with Your use of such Third Party Service; (b) the terms and conditions of this Agreement do not apply with respect to Your use of any Third Party Service; and (c) Zed is not liable in any way regarding Your use of any Third Party Service.
## 10. MISCELLANEOUS
### 10.1. Export Control
You hereby certify that You will comply with all current US Export Control laws. You agree to defend, indemnify and hold Zed harmless from any liability for Your violation of U.S. Export Control laws.
### 9.2. Compliance with Laws
### 10.2. Compliance with Laws
You shall comply with all applicable laws and regulations in its use of the Solution, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. You shall, at its own expense, defend, indemnify and hold harmless Zed from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Zed arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of its agents, officers, directors or employees.
### 9.3. Assignment
### 10.3. Assignment
Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Zed may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.
### 9.4. Force Majeure
### 10.4. Force Majeure
Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a "Force Majeure"). Notwithstanding the foregoing: if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement by written notice to the other party.
### 9.5. Notice
### 10.5. Notice
All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.
### 9.6. No Agency
### 10.6. No Agency
Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. You do not have any authority of any kind to bind Zed.
### 9.7. Governing Law
### 10.7. Governing Law
This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.
### 10.8. Updated Agreement
### 9.8. Updated Agreement
Zed reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to the Zed Service and Editor downloaded, or accessed following the date of publication of the updated version. If You do not agree with any terms of the updated Agreement, You may not use or access the Zed Service or Editor in any manner. Zed may from time-to-time provide release notes applicable to the Editor or Zed Service, and such release notes may contain additional use restrictions or terms applicable to Customer Data. Your use of the Editor or Zed Service after the applicable release notes are made available shall be subject to the additional use restrictions or terms applicable to Customer Data.
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 Network Based 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 Network Based Service or Editor in any manner. Zed may from time-to-time provide release notes applicable to the Editor or Network Based Service, and such release notes may contain additional use restrictions or terms applicable to Customer Data. Your use of the Editor or Network Based Service after the applicable release notes are made available shall be subject to the additional use restrictions or terms applicable to Customer Data.
### 9.9. Entire Agreement
### 10.9. Entire Agreement
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.
**DATE: April 5, 2023**
**DATE: August 19, 2024**

44
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@ -0,0 +1,44 @@
---
title: 3rd Party Terms
slug: third-party-terms
---
In addition to the [Zed Terms of Use](/terms) and [Zed Privacy Policy](/privacy-policy) usage of certain Zed features may also subject you to additional 3rd party terms and conditions. These terms and conditions may include, but are not limited to, the following:
## 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)
## 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)
## LiveKit
- [LiveKit Terms of Service](https://livekit.io/legal/terms-of-service)
- [LiveKit Privacy Policy](https://livekit.io/legal/privacy-policy)
## OpenAI
- [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/)
## Google
- [Google APIs Terms of Service](https://developers.google.com/terms)
- [Google Gemini API Additional Terms of Service](https://ai.google.dev/gemini-api/terms)
- [Google Generative AI Prohibited Use Policy](https://policies.google.com/terms/generative-ai/use-policy)
## SuperMaven
- [SuperMaven Terms of Service](https://supermaven.com/terms-of-service)
- [SuperMaven Privacy Policy](https://supermaven.com/privacy-policy)
**DATE: August 19, 2024**

2
script/bundle-mac
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@ -338,7 +338,7 @@ function sign_app_binaries() {
echo "Adding license agreement to DMG"
npm install --global dmg-license minimist
dmg-license script/eula/eula.json "${dmg_file_path}"
dmg-license script/terms/terms.json "${dmg_file_path}"
if [[ $can_code_sign = true ]]; then
echo "Notarizing DMG with Apple"

191
script/eula/eula.rtf
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@ -1,191 +0,0 @@
{\rtf1\ansi\ansicpg1252\cocoartf2761
\cocoatextscaling0\cocoaplatform0{\fonttbl\f0\froman\fcharset0 Times-Bold;\f1\froman\fcharset0 Times-Roman;}
{\colortbl;\red255\green255\blue255;\red0\green0\blue0;}
{\*\expandedcolortbl;;\cssrgb\c0\c0\c0;}
\deftab720
\pard\pardeftab720\sa321\partightenfactor0
\f0\b\fs48 \cf0 \expnd0\expndtw0\kerning0
\outl0\strokewidth0 \strokec2 ZED TERMS AND CONDITIONS\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 1. ACCESS TO AND USE OF THE SOLUTION\
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\f1\b0\fs24 \cf0 Subject to the terms and conditions in this Agreement, Zed will make available to You the Zed Editor Software (the "Editor"), and the Zed Collaboration Service (the "Network Based Service"). The Network Based Service may be used in conjunction with the Editor (the Network Based Service and Editor, collectively the "Solution"). The Network Based Service is designed to allow for collaboration, but the use of the Network Based Service is not required to make use of the Editor; Your use of the Network Based Service is optional.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 2. TERMS APPLICABLE TO THE EDITOR\
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\fs28 \cf0 2.1. License Grant\
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\f1\b0\fs24 \cf0 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 the table in Section 2.2.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 2.2. License Limitations\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 2.3. Open Source Software\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Zed makes certain versions of the Editor and related software available at the Zed GitHub Repository: https://github.com/zed-industries/zed (the \'e2\'80\'9cRepo\'e2\'80\uc0\u157 ). Your use of such software is subject to the open source software licenses declared in the Repo.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 3. TERMS APPLICABLE TO THE NETWORK BASED SERVICE\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 3.1. Access to and Scope of Network Based Service\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 If you have elected to use the Network Based Service by enabling or activating the Network Based Service, Zed will use commercially reasonable efforts to make the Network Based Service available to You as set forth in this Agreement. Once you elected to use the Network Based Service, You may access and use the Network Based Service during the Term, subject to Your compliance with the terms and conditions of the Agreement,\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 3.2. Restrictions\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 You will use the Network Based 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 Network Based Service or any portion thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to discover the underlying structure, ideas, or algorithms of the Network Based Service or any software used to provide or make the Network Based Service available; or (iii) rent, resell or otherwise allow any third party access to or use of the Network Based Service. Zed may suspend Your access to or use of the Network Based Service as follows: (a) immediately if Zed reasonably believes Your use of the Network Based Service may pose a security risk to or may adversely impact the Network Based Service; or (b) if You are in breach of this Agreement.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 3.3. Customer Data\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 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 Network Based Service in the course of using the Network Based Service. You shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein.\
\pard\pardeftab720\sa319\partightenfactor0
\f0\b \cf0 3.3.1. Customer Data Made Available to Zed\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0 \cf0 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:\
\pard\pardeftab720\sa332\partightenfactor0
\f0\b\fs20 \cf0 3.3.1.1. Telemetry Data\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Customer Data consisting of non-personally-identifiable information that helps Zed understand how the Solution is being used and how it is performing on user machines is classified as "Telemetry Data". By way of example, Telemetry Data may include the file extensions being edited, or the fact that a particular feature is used and how many times. Telemetry Data does not include the content You are editing. You may grant us permission to capture Telemetry Data when installing or activating the Editor, and You may change Your preferences at any time in the settings feature of the Solution. Once You grant Us this permission, We will retain the Telemetry Data indefinitely. If You elect to use the Network Based Service, You agree that We may capture non-personally-identifiable Telemetry Data on Zed's backend systems, and keep such data indefinitely.\
\pard\pardeftab720\sa332\partightenfactor0
\f0\b\fs20 \cf0 3.3.1.2. Crash Reports\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa332\partightenfactor0
\f0\b\fs20 \cf0 3.3.1.3. User Content\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Customer Data consisting of User content created while using the Solution is classified as "User Content". User Content is transmitted from Your environment only if You collaborate with other Zed users by electing to share a project in the Editor. Once You share a project, Zed may transmit User Content consisting of file paths, file contents, and metadata regarding the code returned by language servers. Currently, Zed does not persist any User Content beyond the Your collaboration session. If You unshare a project or disconnect from the Solution, all information associated with such project will be deleted from Zed servers. In the future, Zed may save User Content regarding projects beyond the scope of a single collaboration session. We may share such User Content with those users You elected to grant access to. Zed's access to such User Content is limited to debugging and making improvements to the Solution.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 4. TERM AND TERMINATION\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 4.1. Term\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 The term of this Agreement shall commence on the date You first download the Editor or use the Network Based Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 4 (the "Term").\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 4.2. Termination\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement; or (b) by Zed at any time and for any reason upon notice to Customer. You acknowledge that Zed is under no obligation to continue to operate the Network Based Service or make the Editor available, and We may end any programs in connection with the same at any time.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 4.3. Effect of Termination and Survival\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Network Based Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 1.4 (Ownership), 3 (Customer Data); 4.3 (Effect of Termination and Survival), Section 5 (Ownership), Section 6 (Indemnification), Section 8 (Limitation of Liability), and Section 9 (Miscellaneous).\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 5. OWNERSHIP\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Zed retains all right, title, and interest in and to the Network Based 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 Network Based Service or Editor. Customer may from time to time provide suggestions, comments, or other feedback to Zed with respect to the Network Based 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.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 6. INDEMNIFICATION\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Customer will defend, indemnify, and hold Zed, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 7. WARRANTY\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Zed does not represent or warrant that the operation of the Network Based Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Network Based Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, Zed MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 8. LIMITATIONS OF LIABILITY\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).\
\pard\pardeftab720\sa298\partightenfactor0
\f0\b\fs36 \cf0 9. MISCELLANEOUS\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 9.1. Export Control\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 You hereby certify that You will comply with all current US Export Control laws. You agree to defend, indemnify and hold Zed harmless from any liability for Your violation of U.S. Export Control laws.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.2. Compliance with Laws\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 You shall comply with all applicable laws and regulations in its use of the Solution, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. You shall, at its own expense, defend, indemnify and hold harmless Zed from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Zed arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of its agents, officers, directors or employees.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.3. Assignment\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Zed may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.4. Force Majeure\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a "Force Majeure"). Notwithstanding the foregoing: if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement by written notice to the other party.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.5. Notice\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.6. No Agency\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. You do not have any authority of any kind to bind Zed.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.7. Governing Law\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.8. Updated Agreement\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 Zed reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to the Network Based 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 Network Based Service or Editor in any manner. Zed may from time-to-time provide release notes applicable to the Editor or Network Based Service, and such release notes may contain additional use restrictions or terms applicable to Customer Data. Your use of the Editor or Network Based Service after the applicable release notes are made available shall be subject to the additional use restrictions or terms applicable to Customer Data.\
\pard\pardeftab720\sa280\partightenfactor0
\f0\b\fs28 \cf0 9.9. Entire Agreement\
\pard\pardeftab720\sa240\partightenfactor0
\f1\b0\fs24 \cf0 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b \cf0 DATE: April 5, 2023
\f1\b0 \
}

12
script/generate-eula-rtf
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@ -1,12 +0,0 @@
#!/bin/bash
set -e
if ! command -v pandoc &> /dev/null
then
brew install pandoc # Install pandoc using Homebrew
fi
pandoc ./script/eula/eula.md -f markdown-smart -t html -o ./script/eula/eula.html
textutil -convert rtf ./script/eula/eula.html -output ./script/eula/eula.rtf
rm ./script/eula/eula.html

12
script/generate-terms-rtf Executable file
View file

@ -0,0 +1,12 @@
#!/bin/bash
set -e
if ! command -v pandoc &> /dev/null
then
brew install pandoc # Install pandoc using Homebrew
fi
pandoc ./legal/terms.md -f markdown-smart -t html -o ./script/terms/terms.html
textutil -convert rtf ./script/terms/terms.html -output ./script/terms/terms.rtf
rm ./script/terms/terms.html

2
script/eula/eula.json → script/terms/terms.json
View file

@ -3,7 +3,7 @@
{
"lang": "en-US",
"type": "rtf",
"file": "eula.rtf"
"file": "terms.rtf"
}
]
}

217
script/terms/terms.rtf Normal file
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@ -0,0 +1,217 @@
{\rtf1\ansi\ansicpg1252\cocoartf2761
\cocoatextscaling0\cocoaplatform0{\fonttbl\f0\froman\fcharset0 Times-Roman;\f1\froman\fcharset0 Times-Bold;}
{\colortbl;\red255\green255\blue255;\red0\green0\blue0;\red0\green0\blue233;}
{\*\expandedcolortbl;;\cssrgb\c0\c0\c0;\cssrgb\c0\c0\c93333;}
{\*\listtable{\list\listtemplateid1\listhybrid{\listlevel\levelnfc23\levelnfcn23\leveljc0\leveljcn0\levelfollow0\levelstartat1\levelspace360\levelindent0{\*\levelmarker \{disc\}}{\leveltext\leveltemplateid1\'01\uc0\u8226 ;}{\levelnumbers;}\fi-360\li720\lin720 }{\listlevel\levelnfc4\levelnfcn4\leveljc0\leveljcn0\levelfollow0\levelstartat1\levelspace360\levelindent0{\*\levelmarker \{lower-alpha\}}{\leveltext\leveltemplateid2\'01\'01;}{\levelnumbers\'01;}\fi-360\li1440\lin1440 }{\listname ;}\listid1}}
{\*\listoverridetable{\listoverride\listid1\listoverridecount0\ls1}}
\deftab720
\pard\pardeftab720\sa240\partightenfactor0
\f0\fs24 \cf0 \expnd0\expndtw0\kerning0
\outl0\strokewidth0 \strokec2 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.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 1. ACCESS TO AND USE OF THE SOLUTION\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 Subject to the terms and conditions in this Agreement, Zed will make available to You the Zed Editor Software (the "Editor"), and the Zed Collaboration Service (the "Zed Service"). The Zed Service may be used in conjunction with the Editor (the Zed Service and Editor, collectively the "Solution"). The Zed Service is designed to allow for collaboration, but the use of the Zed Service is not required to make use of the Editor; Your use of the Zed Service is optional.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 2. TERMS APPLICABLE TO THE EDITOR\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 2.1. License Grant\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa280\partightenfactor0
\f1\b\fs28 \cf0 2.2. License Limitations\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa280\partightenfactor0
\f1\b\fs28 \cf0 2.3. Open Source Software\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 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 \cf3 \ul \ulc3 \strokec3 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.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 3. TERMS APPLICABLE TO THE ZED SERVICE\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 3.1. Access to and Scope of Zed Service\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa280\partightenfactor0
\f1\b\fs28 \cf0 3.2. Restrictions\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa280\partightenfactor0
\f1\b\fs28 \cf0 3.3. Customer Data\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 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.\
\pard\pardeftab720\sa319\partightenfactor0
\f1\b \cf0 3.3.1. Customer Data Made Available to Zed\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0 \cf0 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:\
\pard\pardeftab720\sa319\partightenfactor0
\f1\b \cf0 3.3.2. Usage Data\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0 \cf0 To improve the Editor and understand how You use it, Zed optionally collects the following usage data:\
\pard\tx940\tx1440\pardeftab720\li1440\fi-1440\partightenfactor0
\ls1\ilvl1\cf0 \kerning1\expnd0\expndtw0 \outl0\strokewidth0 {\listtext a }\expnd0\expndtw0\kerning0
\outl0\strokewidth0 \strokec2 file extensions of opened files;\
\pard\tx940\tx1440\pardeftab720\li1440\fi-1440\partightenfactor0
\ls1\ilvl1\cf0 \kerning1\expnd0\expndtw0 \outl0\strokewidth0 {\listtext b }\expnd0\expndtw0\kerning0
\outl0\strokewidth0 \strokec2 features and tools You use within the Editor;\
\pard\tx940\tx1440\pardeftab720\li1440\fi-1440\partightenfactor0
\ls1\ilvl1\cf0 \kerning1\expnd0\expndtw0 \outl0\strokewidth0 {\listtext c }\expnd0\expndtw0\kerning0
\outl0\strokewidth0 \strokec2 project statistics (e.g., number of files); and\
\pard\tx940\tx1440\pardeftab720\li1440\fi-1440\partightenfactor0
\ls1\ilvl1\cf0 \kerning1\expnd0\expndtw0 \outl0\strokewidth0 {\listtext d }\expnd0\expndtw0\kerning0
\outl0\strokewidth0 \strokec2 frameworks detected in Your projects\
\pard\pardeftab720\sa240\partightenfactor0
\cf0 (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 \cf3 \ul \ulc3 \strokec3 https://zed.dev/docs/telemetry}} for more.\
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.\
\pard\pardeftab720\sa319\partightenfactor0
\f1\b \cf0 3.3.3. Crash Reports\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0 \cf0 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.\
\pard\pardeftab720\sa319\partightenfactor0
\f1\b \cf0 3.3.4. User Content\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0 \cf0 Customer Data consisting of User content created while using the Solution is classified as "User Content". User Content is transmitted from Your environment only if You collaborate with other Zed users by electing to share a project in the Editor. Once You share a project, Zed may transmit User Content consisting of file paths, file contents, and metadata regarding the code returned by language servers. Currently, Zed does not persist any User Content beyond the Your collaboration session. If You unshare a project or disconnect from the Solution, all information associated with such project will be deleted from Zed servers. In the future, Zed may save User Content regarding projects beyond the scope of a single collaboration session. We may share such User Content with those users You elected to grant access to. Zed's access to such User Content is limited to debugging and making improvements to the Solution.\
\pard\pardeftab720\sa319\partightenfactor0
\f1\b \cf0 3.3.5. Privacy Policy\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0 \cf0 You and Zed are bound by the terms and conditions contained in the Zed Privacy Policy which is incorporated by reference hereto. The Zed Privacy Policy is available at the following URL: {\field{\*\fldinst{HYPERLINK "https://zed.dev/privacy"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/privacy-policy}}.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 4. TERM AND TERMINATION\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 4.1. Term\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 The term of this Agreement shall commence on the date You first download the Editor or use the Zed Service (the "Effective Date"), and unless terminated earlier according to this Section 3, will end pursuant to this Section 4 (the "Term").\
\pard\pardeftab720\sa280\partightenfactor0
\f1\b\fs28 \cf0 4.2. Termination\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 This Agreement may be terminated: (a) by either party if the other has materially breached this Agreement; or (b) by Zed at any time and for any reason upon notice to Customer. You acknowledge that Zed is under no obligation to continue to operate the Zed Service or make the Editor available, and We may end any programs in connection with the same at any time.\
\pard\pardeftab720\sa280\partightenfactor0
\f1\b\fs28 \cf0 4.3. Effect of Termination and Survival\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 Upon any expiration or termination of this Agreement, Customer shall (i) immediately cease use of the Zed Service, and (ii) return all Zed Confidential Information and other materials provided by Zed. The following provisions will survive termination of this Agreement: Sections 3.3 (Customer Data); 4.3 (Effect of Termination and Survival), Section 5 (Ownership), Section 6 (Indemnification), Section 8 (Limitation of Liability), Section 9 (Third Party Services), and Section 10 (Miscellaneous).\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 5. OWNERSHIP\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 Zed retains all right, title, and interest in and to the Zed Service, Editor, and any software, products, works or other intellectual property created, used, provided, or made available by Zed under or in connection with the Zed Service or Editor. Customer may from time to time provide suggestions, comments, or other feedback to Zed with respect to the Zed Service or Editor ("Feedback"). Customer shall, and hereby does, grant to Zed a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. You retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. No intellectual property rights with respect to any software code you develop or modify with the Editor or Zed Service (collectively, the \'e2\'80\'9cOutput\'e2\'80\uc0\u157 ) are transferred or assigned to Zed hereunder.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 6. INDEMNIFICATION\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 Customer will defend, indemnify, and hold Zed, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 7. WARRANTY\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 Zed does not represent or warrant that the operation of the Zed Service or Editor (or any portion thereof) will be uninterrupted or error free, or that the Zed Service or Editor (or any portion thereof) will operate in combination with other hardware, software, systems or data not provided by Zed. CUSTOMER ACKNOWLEDGES THAT, Zed MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICE OR SOFTWARE, OR THEIR CONDITION. ZED HEREBY EXPRESSLY EXCLUDES, ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, WHETHER UNDER COMMON LAW, STATUTE OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 8. LIMITATIONS OF LIABILITY\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 IN NO EVENT SHALL ZED BE LIABLE FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY. ZED'S LIABILITY FOR ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED ONE THOUSAND US DOLLARS ($1,000).\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 9. Third Party Services\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 Zed may make certain third party services available to You within the Editor or the Zed Service (each a "Third Party Service"). You acknowledge and agree that (a) use of each Third Party Service is subject to the corresponding terms and conditions available at the following URL: {\field{\*\fldinst{HYPERLINK "https://zed.dev/third-party-terms"}}{\fldrslt \cf3 \ul \ulc3 \strokec3 https://zed.dev/third-party-terms}} and/or presented in connection with Your use of such Third Party Service; (b) the terms and conditions of this Agreement do not apply with respect to Your use of any Third Party Service; and (c) Zed is not liable in any way regarding Your use of any Third Party Service.\
\pard\pardeftab720\sa298\partightenfactor0
\f1\b\fs36 \cf0 10. MISCELLANEOUS\
\pard\pardeftab720\sa280\partightenfactor0
\fs28 \cf0 10.1. Export Control\
\pard\pardeftab720\sa240\partightenfactor0
\f0\b0\fs24 \cf0 You hereby certify that You will comply with all current US Export Control laws. You agree to defend, indemnify and hold Zed harmless from any liability for Your violation of U.S. Export Control laws.\
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\f1\b\fs28 \cf0 10.2. Compliance with Laws\
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\f0\b0\fs24 \cf0 You shall comply with all applicable laws and regulations in its use of the Solution, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. You shall, at its own expense, defend, indemnify and hold harmless Zed from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Zed arising from any claim or assertion by any third party of violation of privacy laws or regulations by You or any of its agents, officers, directors or employees.\
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\f1\b\fs28 \cf0 10.3. Assignment\
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\f0\b0\fs24 \cf0 Neither party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, Zed may transfer and assign its rights under this Agreement without consent from the other party in connection with a change in control, acquisition or sale of all or substantially all of its assets.\
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\f1\b\fs28 \cf0 10.4. Force Majeure\
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\f0\b0\fs24 \cf0 Neither party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes and other disasters (each a "Force Majeure"). Notwithstanding the foregoing: if a Force Majeure continues for more than thirty (30) days, either party may to terminate this agreement by written notice to the other party.\
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\f1\b\fs28 \cf0 10.5. Notice\
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\f0\b0\fs24 \cf0 All notices between the parties shall be in writing and shall be deemed to have been given if personally delivered or sent by registered or certified mail (return receipt), or by recognized courier service.\
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\f1\b\fs28 \cf0 10.6. No Agency\
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\f0\b0\fs24 \cf0 Both parties agree that no agency, partnership, joint venture, or employment is created as a result of this Agreement. You do not have any authority of any kind to bind Zed.\
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\f1\b\fs28 \cf0 10.7. Governing Law\
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\f0\b0\fs24 \cf0 This Agreement shall be governed exclusively by, and construed exclusively in accordance with, the laws of the United States and the State of California, without regard to its conflict of laws provisions. The federal courts of the United States in the Northern District of California and the state courts of the State of California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether on the basis of the doctrine of forum non conveniens or otherwise. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement or any Purchase Order issued under this Agreement.\
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\f1\b\fs28 \cf0 10.8. Updated Agreement\
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\f0\b0\fs24 \cf0 Zed reserves the right to update this Agreement at any time. The terms and conditions of the updated version of the Agreement shall apply to the Zed Service and Editor downloaded, or accessed following the date of publication of the updated version. If You do not agree with any terms of the updated Agreement, You may not use or access the Zed Service or Editor in any manner. Zed may from time-to-time provide release notes applicable to the Editor or Zed Service, and such release notes may contain additional use restrictions or terms applicable to Customer Data. Your use of the Editor or Zed Service after the applicable release notes are made available shall be subject to the additional use restrictions or terms applicable to Customer Data.\
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\f1\b\fs28 \cf0 10.9. Entire Agreement\
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\f0\b0\fs24 \cf0 This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. Any term or provision of this Agreement held to be illegal or unenforceable shall be, to the fullest extent possible, interpreted so as to be construed as valid, but in any event the validity or enforceability of the remainder hereof shall not be affected.\
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\f1\b \cf0 DATE: August 16, 2024
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}