This Early Access Agreement (this “Agreement”) constitutes a legal agreement between You (“You,” “Your” or “Tester”) and Zed Industries, Inc., a company duly incorporated under the laws of Delaware (“Zed”) (each a “Party” and together, the “Parties”) and states the terms and conditions that govern Your temporary participation in Zed’s proprietary, non-commercially available products and/or services offered on a preliminary, pre-release or evaluation basis, including any phase designated by Zed as “alpha,” “beta,” “early access,” “private preview” or similar (the “Early Access Product(s)”). By accessing or using the Early Access Products, You agree to this Agreement, the Data Processing Addendum (“DPA”), available upon request, and Zed’s Privacy Policy (collectively, the “Terms”) which are all incorporated by reference.
1. Scope of Agreement
Tester is being granted rights under this Agreement for the purpose of testing and providing input and other Feedback (as defined in Section 5 below) to Zed regarding Early Access Products. This Agreement covers all Early Access Products made available by Zed (in its sole discretion) to Tester, including, without limitation, any Early Access Products specifically identified by Zed as being in an “alpha,” “beta,” “early access,” “private preview” or any similar pre-general-availability state of development. Zed retains sole and absolute discretion over the Early Access Products and may modify them at any time. Tester’s use of and access to such Early Access Products are subject to the terms of this Agreement.
2. Delivery and Access
Zed shall deliver the Early Access Products to Tester as hosted Software as a Service (“SaaS”) unless otherwise set forth by Zed in its sole discretion and communicated to Tester in writing. Unless otherwise set forth by Zed, Tester shall be solely responsible for testing the Early Access Products. Tester shall provide a list of individuals who will test and provide Feedback on the Early Access Products in writing to Zed (“Users”), and only Users shall have access to the Early Access Products pursuant to this Agreement.
3. Limited Use Rights
Subject to Your compliance with this Agreement and, to the extent applicable, the Zed Acceptable Use Policy (as may be updated from time to time) (the “Acceptable Use Policy”), Zed hereby grants Tester a non-exclusive, non-transferable, non-sublicensable, non-commercial, revocable, limited license to allow Tester’s designated participants to use the Early Access Products to test their functionality and provide Feedback to Zed for the Term of this Agreement. This license does not permit Tester or its designated participants to use the Early Access Products in any manner not authorized in this Agreement, offer the Early Access Products to any audiences outside of Tester, or use the Early Access Products for product development research or any commercial purpose. Zed reserves the right to, in its sole discretion, (i) revoke access and use of the Early Access Products at any time, (ii) request for information on the Tester’s use of the Early Access Products, (iii) validate certain features or functionality of the Early Access Products, and/or (iv) provide services or support necessary to maintain the Early Access Products. Tester and/or its designated participants shall not and shall not attempt to directly or indirectly, (i) copy, modify, translate, or create (A) any derivative work of the Early Access Products as recognized by copyright laws, (B) any modifications to the Early Access Products, or (C) any other product which is based on or derived from the Early Access Products or the Early Access Products’ outputs (“Derivative Works”); (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying techniques, or algorithms of any part of the Early Access Products or Derivative Works; (iii) lend, lease, offer for sale, sell or otherwise use any part of the Early Access Products or Derivative Works for the benefit of any other third parties; or (iv) attempt to circumvent any license or use restrictions that are built into any part of the Early Access Products.
4. Confidential Information
4.1. Tester acknowledges and agrees that its use of the Early Access Products will result in Zed disclosing certain confidential, proprietary and/or trade secret information related to the Early Access Products and/or Intellectual Property Rights (as defined in Section 6 below), including Your use of an Early Access Product, the relationship contemplated in this Agreement, and any Feedback (the “Confidential Information”). Tester agrees that it will not, without the express prior written consent of Zed, disclose any Confidential Information or any part thereof to any third party, except to the extent that such Confidential Information (i) is or becomes generally available to the public through any means other than as a result of any act or omission by Tester; (ii) is rightfully received by Tester from a third party that is not subject to any obligation of confidentiality with respect thereto and without limitation as to its use; or (iii) is independently developed by Tester without any reliance on any Confidential Information. You will not make any public announcements related to an Early Access Product without Zed’s prior written approval, which Zed may grant or withhold in its sole discretion. This confidentiality provision supersedes any prior agreements between the parties solely with respect to Confidential Information under this Agreement.
4.2. Protection
Tester agrees that it (a) will not use any Confidential Information other than as necessary to use or test an Early Access Product under this Agreement; (b) will maintain Confidential Information in strict confidence and will use at least the same degree of care to protect it as You use to protect Your own confidential information, but in no circumstances less than reasonable care; and (c) will not disclose the Confidential Information to any person or entity other than those who need access to such Confidential Information to effect the intent of this Agreement and who are bound by written confidentiality obligations at least as protective as those set forth in this section; provided, however, that You will remain responsible for each such person’s or entity’s compliance with and breach of the confidentiality terms herein. Tester shall not disclose the terms of this Agreement to any third party other than its affiliates and Your legal counsel, accountants or auditors without Zed’s prior written consent.
5. Feedback
Tester agrees to provide feedback, analysis, suggestions, enhancement requests, comments and recommendations to Zed regarding the Early Access Products upon Zed’s request (the “Feedback”). Feedback may include informing Zed about the performance, ease of use, features that may be missing, and any bugs encountered during the use of the Early Access Products. Zed may contact Tester and Tester agrees to make available a reasonable amount of time to discuss the Early Access Products with Zed if so requested. As between Zed and Tester, all right, title and interest in and to any such Feedback shall be owned solely and exclusively by Zed. Tester agrees that Zed shall have the perpetual, irrevocable and worldwide right to use, modify, license, sublicense and otherwise exploit all or part of the Feedback or any derivative thereof in any manner or media now known or hereafter devised without any remuneration, compensation or credit to Tester.
6. Intellectual Property
6.1. The Parties acknowledge that this Agreement does not transfer any right, title or interest in any intellectual property right to the other. Zed maintains all rights, title and interest in and to all its patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights contained in and to (i) the Early Access Products; (ii) Derivative Works; and (iii) all original works of authorship, inventions, processes, concepts, documents, work product and other materials or other proprietary information made accessible or delivered to Tester or to any participant under this Agreement or prepared by or on behalf of Zed in the course of providing the Early Access Products (collectively, “Intellectual Property Rights”). The limited rights granted to Tester to access and use the Early Access Products under this Agreement do not convey any additional rights in the Early Access Products or in or to any Intellectual Property Rights associated therewith. Subject only to the limited rights to access and use the Early Access Products as expressly provided herein, all rights, title and interest in and to the Early Access Products and all Intellectual Property Rights will remain with and belong exclusively to Zed.
6.2. License to Tester Data
Tester retains all right, title, and interest in and to the Tester Data. Tester hereby grants Zed a nonexclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to extract, process, display, copy, store, transmit, modify, and otherwise access and use the Tester Data solely for purposes of providing and maintaining the Early Access Products, providing Support for the Early Access Products, and making the Early Access Products available to Tester. Zed may sublicense this right to its subprocessors and service providers as necessary to provide, maintain and support the Early Access Products. “Tester Data” means any data, code, information, or other content that is made available, by You or on Your behalf, for upload to or access, analysis, or processing by the Early Access Products. Tester Data also includes inputs and outputs (meaning any results, responses, content, or other output generated by the Early Access Products based on inputs or Tester Data).
6.3. Restrictions on Zed’s Access and Use of Tester Data
Notwithstanding the license granted in Section 6.2, Zed will not access or analyze the contents of Tester Data (including source code and version-control objects) except: (i) with Tester’s permission or at Tester’s direction, including to provide requested Support; (ii) as necessary to maintain the security, integrity or reliability of the Early Access Products; or (iii) as required by applicable law. For the avoidance of doubt, Zed and its third-party AI model providers (“AI Providers”) will not retain or use Tester Data for the purpose of improving or training the Early Access Products, any other Zed products or services, or any AI Provider products, except to the extent Tester explicitly opts in to a specific Zed feature allowing such training or improvement (such as fine-tuning) solely for the benefit of Tester. Where an Early Access Product uses Zed-hosted models, Zed shares Tester Data with AI Providers only as necessary to deliver functionality requested by Tester and consistent with Zed’s Privacy Policy: AI Providers are not permitted to retain Tester Data or use it for training, except that a limited set of provider-designated models (such as Anthropic’s Mythos-class models) retain prompts and outputs for a limited period for trust and safety purposes. If Tester instead connects Tester’s own API key, account, or external agent with a model provider or other third party, Tester Data is transmitted to that third party, such use is governed by Tester’s agreement with that third party and not by this Agreement, and Zed has no responsibility or liability for that third party’s retention, training, or other data practices. For clarity, this Section does not limit Zed’s collection and use of usage data, diagnostics and telemetry that do not reveal the contents of Tester Data, which Zed may use to operate, analyze and improve the Early Access Products.
7. Expenses
Unless otherwise agreed to by You and Zed, You and Zed are each solely responsible for its own costs and expenses incurred in connection with the Early Access Products, and You will be solely responsible for supplying at Your own cost any necessary equipment, materials, and other resources as may be required in Your testing of, access to, or use of the Early Access Products.
8. Term and Termination
This Agreement shall commence upon the date Tester first accesses or uses the Early Access Products (the “Effective Date”) and shall continue until (i) the date specified by Zed in its sole discretion (after which You will cease use of such Early Access Product), (ii) the date Zed (in its sole discretion) make such Early Access Product generally publicly available (after which any permitted use is subject to other terms put forward by Zed and not the terms in this Agreement), or (iii) the date Zed discontinues such Early Access Product (the “Term”). Either Party may terminate this Agreement at any time, for any or no reason, provided, however, each Party must provide the other with written notice of its election to terminate this Agreement (email is permissible). Upon termination of this Agreement, Tester must discontinue all Early Access Products and outputs from Early Access Products in Tester’s possession or control. Zed may deny Tester and its designated participants access to the Early Access Products and withhold, remove or discard any Tester Data that Tester or its designated participants have posted, uploaded or otherwise shared while using the Early Access Products. Termination of this Agreement by either party shall not in any way limit Zed’s rights related to any Feedback provided before or after such termination.
9. Acceptable Use Policy
This Agreement is subject to and incorporates by reference the Acceptable Use Policy, available at https://zed.dev/acceptable-use-policies (as may be updated from time to time). By entering into this Agreement, Tester agrees to comply with the Acceptable Use Policy in its use of the Early Access Products. Tester acknowledges that the Acceptable Use Policy was written for Zed’s generally available products and services and may not fully contemplate the Early Access Products; it applies to Tester’s use of the Early Access Products only to the extent applicable, and in the event of any conflict between the Acceptable Use Policy and this Agreement, this Agreement applies with respect to the Early Access Products.
10. Privacy Policy
This Agreement is subject to and incorporates by reference Zed’s Privacy Policy, available at https://zed.dev/privacy-policy (as may be updated from time to time). Tester acknowledges that the Privacy Policy was written for Zed’s generally available products and services and may not fully contemplate the Early Access Products; in the event of any conflict between the Privacy Policy and this Agreement (including Zed’s storage and processing of Tester Data as described in Section 6), this Agreement applies with respect to the Early Access Products. By entering into this Agreement, Tester agrees to be contacted by Zed during and after the Term of this Agreement to participate in the testing of current or future Early Access Products.
11. Applicable Law
Tester warrants that it shall comply with all applicable laws, rules, regulations, judgments, orders and approvals of any federal, state, local, national or supranational government, agency, department, commissions, court or tribunal in connection with its use of the Early Access Products. You will not use any Early Access Products for, and will not permit any Early Access Products to be used for, any purpose prohibited by applicable law or in any jurisdiction where use of the Early Access Products is prohibited.
12. Disclaimer of Warranties
THE EARLY ACCESS PRODUCTS AND ANY OUTPUTS AND RESULTS THEREFROM ARE PROVIDED ON AN “AS IS” BASIS. ZED MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE EARLY ACCESS PRODUCTS INCLUDING ANY REPRESENTATION THAT THE EARLY ACCESS PRODUCTS WILL BE ERROR-FREE. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ZED DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RESPECT OF THE EARLY ACCESS PRODUCTS. FOR THE AVOIDANCE OF DOUBT, ALL EARLY ACCESS PRODUCTS ARE PRE-RELEASE, ARE EXPECTED TO CONTAIN DEFECTS WHICH MAY BE MATERIAL, AND ARE NOT EXPECTED TO OPERATE AT THE LEVEL OF PERFORMANCE OR COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE PRODUCT OR SERVICES OFFERING. EARLY ACCESS PRODUCTS MAY NOT OPERATE ACCURATELY, AND MAY BE SUBSTANTIALLY MODIFIED PRIOR TO PUBLIC AVAILABILITY OR WITHDRAWN AT ANY TIME. ACCORDINGLY, ACCESS TO AND USE OF THE EARLY ACCESS PRODUCTS IS ENTIRELY AT TESTER’S OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE EARLY ACCESS PRODUCTS OR ANY OUTPUT OR RESULTS AND ASSUME ANY RISKS ASSOCIATED WITH YOUR USE OF THE EARLY ACCESS PRODUCTS AND ANY OUTPUT AND RESULTS. IN NO EVENT SHALL ZED BE LIABLE FOR ANY DAMAGE WHATSOEVER ARISING OUT OF THE USE OF OR INABILITY TO USE THE EARLY ACCESS PRODUCT(S), EVEN IF TESTER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TESTER IS ADVISED TO SAFEGUARD IMPORTANT DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF ANY EARLY ACCESS PRODUCT.
13. Indemnity and Limitation of Liability
THE TOTAL LIABILITY OF ZED ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED $100. IN NO EVENT SHALL ZED HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OR FOR LOSS OF PROFITS, REVENUES, CONTRACTS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR COST OF REPLACEMENT GOODS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. TESTER AGREES TO INDEMNIFY AND HOLD ZED, ITS OFFICERS, DIRECTORS AND EMPLOYEES HARMLESS FROM ANY LOSSES (INCLUDING ATTORNEYS’ FEES) THAT RESULT FROM ANY THIRD-PARTY CLAIMS RELATED TO TESTER’S OR ITS DESIGNATED PARTICIPANTS ACCESS, USE OR MISUSE OF THE EARLY ACCESS PRODUCTS OR INTELLECTUAL PROPERTY RIGHTS, OR ANY ACT OR OMISSION BY TESTER OR ITS PARTICIPANTS IN VIOLATION OF THIS AGREEMENT.
14. Miscellaneous
Each Party warrants that it has all requisite power and authority (corporate or otherwise) to enter into this Agreement and execute, deliver and perform its obligations under this Agreement. This Agreement does not create a partnership, agency relationship, or joint venture between the Parties. Tester may not assign this Agreement in whole or in part without Zed’s prior written consent and the terms hereof are binding on Tester’s successors and permitted assigns. This Agreement contains the entire agreement between the Parties regarding its subject matter and may be modified solely in writing by both Parties. If any provision of this Agreement is deemed unenforceable by a tribunal of competent jurisdiction, that provision will be modified to render it enforceable to the extent possible to affect the parties’ intention and the remaining provisions will remain in full force and effect. Failure of Zed to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. This Agreement shall be governed exclusively by the laws of the State of Delaware, without regard to the State of Delaware’s conflict of law provisions. The state and federal courts in New Castle County, Delaware shall have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement, and each party consents to the personal jurisdiction and venue of these courts.