ZS End User License Agreement for Trial and Evaluation Access

This End User License Agreement for Trial and Evaluation Access (the “Agreement”) governs your access to and use of the ZS proprietary software and related documentation made available to you (the “ZS Software”). By clicking to accept these terms or otherwise accessing, downloading or using the ZS Software, you agree to be bound by this Agreement. ZS may change the terms of this Agreement from time to time. You should check this Agreement periodically for changes and you can determine when the Agreement was last revised by referring to the “Last Updated” reference at the bottom of this Agreement. By continuing to use the ZS Software following such modifications, you agree to be bound by such modifications to the Agreement. This version of the Agreement was updated as of the date below, and supersedes all previous versions, if any.

Subject to and conditioned upon compliance with all other terms and conditions of this Agreement, ZS grants you a one-time, limited, non-exclusive, non-sublicensable, terminable, revocable, non-transferable trial license (the “License”) to access and use the ZS Software solely in the manner and for the purposes of evaluating the ZS Software provided to you for your own internal purposes (the “Purpose”) for a period of time specified in the related documentation, not to exceed four (4) weeks. You may not create more than one (1) account to access the ZS Software. You represent and warrant to ZS that you will only access and use the ZS Software for the Purpose.
 

You may access, use and run one (1) copy of the ZS Software for your use. 
 

The Software may include open source components. Any use of the open source components by you is governed by, and subject to, the terms and conditions of the open source license(s). All rights not granted in the Agreement are reserved by ZS.

By using the ZS Software you agree that such use is entirely at your own risk. THE ZS SOFTWARE IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES CONCERNING THE UNINTERRUPTED USE, AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, SOFTWARE, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

WITH RESPECT TO YOUR USE OF THE ZS SOFTWARE:

• IN NO EVENT WILL ZS BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS; OR ANY PENALTIES OR MULTIPLIERS, EVEN IF ZS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
• ZS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE LICENSE OF THE ZS SOFTWARE OR ITS USE OR PERFORMANCE THEREOF. ZS’S MAXIMUM LIABILITY FOR ANY LOSSES AND/OR DAMAGES (IN CONTRACT, TORT OR OTHERWISE) TO YOU AS END USER SHALL NOT EXCEED $0.
• THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDIES FAIL THEIR ESSENTIAL PURPOSES.
• SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LIABILITY ARISING FROM DEATH OR PERSONAL INJURY AS A RESULT OF NEGLIGENCE, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

ZS is the sole owner and/or authorized user of (a) all trademarks, registered trademarks and/or service marks appearing on the ZS Software, (b) all photographs, images, audio, music, text, animations, and applets incorporated into the ZS Software, and (c) the “look and feel” of the ZS Software. All copyrights in and to the ZS Software are owned by ZS. If you make use of ZS Software outside the scope of the license provided in this Agreement, you may violate copyright and other laws of the United States or other countries, confidentiality agreements, as well as applicable state or jurisdictional laws, and may be subject to penalties. All unauthorized copying and use of the materials within the ZS Software is expressly prohibited. You shall not remove, obscure, or modify any copyright, trademark, trademark notice, or restrictive legend. 

As part of your use of the ZS Software, you may create agents, components, or other functionalities, or provide prompts for the ZS Software. You hereby unconditionally and irrevocably assign to ZS the entire right, title, and interest that you may have or acquire in any components of the ZS Software, or any of ZS’s confidential information, including the sole and exclusive ownership of all intellectual property rights relating thereto. For the avoidance of doubt, this paragraph shall not extend to any Data you choose to upload to ZS Software.

You may cancel your subscription to access and use the ZS Software at any time; However, ZS will not refund any payments made by you under this Agreement for any reason whatsoever. 

You agree that you will not in any form export, re-export, resell, ship, or divert or permit to be exported, re-exported, resold, shipped or diverted, directly or indirectly, the ZS Software in violation of the laws, regulations, rules or orders or any jurisdiction, including applicable import and export laws. You shall indemnify, defend, and hold harmless ZS from any claim, demand, action, proceeding, judgment, or liability arising out of your breach of this Section 5.

In connection with your use of the ZS Software, you may not do any of the following:
 

a)  knowingly or intentionally restrict or inhibit any other user from using and enjoying the ZS Software; or
 

b)  evaluate the ZS Software for the benefit of any third party or otherwise use the ZS Software beyond the scope of the Purpose; or
 

c)  remove or change any ZS copyright statements or trademarks from the ZS Software.
 

d)  decompile, reverse engineer, disassemble or otherwise attempt to derive or gain access to the source code of the ZS Software other than as allowed in the documentation; or
 

e)  unbundle any component parts of the ZS Software or repackage the Software or any components thereof for distribution; or

f)  rent, lease, loan, sublicense, sell, assign, publish, create derivative works from, or otherwise make the software available the ZS Software to any third party; or

g)  copy, modify, reproduce, republish, distribute, transmit or use for commercial or public purposes for any purpose other than the Purpose; or

h)  use or otherwise export or re-export the ZS Software in violation of the export control laws and regulations of the United States of America; or
 

i)  use or otherwise access the ZS Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right of ZS or any third party, or in violation of any federal, state, local and international laws, ordinances, rules, and regulations.
 

j)  intentionally engage in any conduct that would cause a virus or other computer code, file or program to interrupt, destroy or limit the functionality of the ZS Software and/or related hardware or telecommunications equipment, or otherwise permit the unauthorized access or use of the ZS Software.
 

k)  use the ZS Software for any application or situation potentially creating an adverse impact on people's safety or their fundamental rights (“high-risk use”).

You may be permitted to upload certain, data, text, audio, video, images or other content (collectively, “Data”) in connection with your use of the ZS Software. You represent and warrant that you own or otherwise control all of the rights to the Data. You acknowledge that ZS (a) has no duty to pre-screen or retain any such Data, and (b) ZS is not liable for Data provided by you in the course of evaluating the ZS Software.

The ZS Software may utilize Generative AI to accomplish certain tasks. ZS will obtain permissions, including the relevant API keys, for your use of the ZS Software. In addition to this Agreement, you are responsible for any additional terms, conditions, and content policies applicable to your use of the Generative AI. You are solely responsible for your use of the Generative AI, including for ensuring that it does not violate any applicable law or Generative AI terms, specifically the OpenAI Usage Policies available at https://openai.com/policies/usage-policies/ and the Anthropic Usage Policy available at https://www.anthropic.com/legal/aup. ZS makes no warranty or representation that the output from the Generative AI services or any additional actions taken based on the output from the Generative AI services will be free from any inaccuracies, defects, errors, biases, or hallucinations.

EXCEPT TO THE EXTENT PROHIBITED BY LAW, ZS AND ITS AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE USE OF GENERATIVE AI, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE.

ZS may terminate this Agreement at its sole discretion. Upon such termination, you must destroy all copies of the ZS Software in your possession.

You agree to defend, indemnify and hold ZS and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney's fees, arising in any way from any violation of this Agreement by you or users of your account.

If you believe that anything with the ZS Software infringes your copyright, you may request removal of such materials or removal of access to such materials from the ZS Software by submitting a written notification to ZS by mail or email, as provided below. ZS will respond to such notices of alleged copyright infringement that comply with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). In accordance with the DMCA, the written notice (“DMCA Notice”) must include, substantially, the following elements:

• Your physical or electronic signature;
• Identification of the copyrighted work you allege has been infringed or, if the claim involves multiple works on the Website, a representative list of such works;
• Identification of the material you believe to be infringing, in a sufficiently clear and precise manner to allow ZS to locate such material;
• Adequate and complete information by which ZS can contact you (including your name, ailing address, telephone number, and email address);
• A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
• A statement that the information in the written notice is accurate; and
• A statement, under penalty of perjury, that you are the copyright owner or you are authorized by the copyright owner.
• ZS’s designated agent to receive DMCA Notices is as follows:

ZS Associates, Inc.
One Rotary Center
1560 Sherman Avenue, Suite 800
Evanston, IL 60201
USA
Attn: Legal Director
 

Telephone: 847.492.3600
Email: zslegal1@zs.com

ZS shall be free to use, for its own business purposes, any ideas, suggestions, concepts, know-how or techniques contained in information received from you that pertain to the ZS Software (“Feedback”).  ZS shall be free to use, disclose, reproduce, license or otherwise distribute Feedback as it sees fit, without obligation or restriction of any kind on account of intellectual property rights or otherwise; provided that such Feedback shall not contain any specific or identifiable elements unique to you.

This Agreement and the relationship between you and ZS shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Illinois.
 

The failure of ZS to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the this Agreement shall remain in full force and effect.
 

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the ZS Software or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

This Agreement does not create a partnership, joint venture, agency, or franchise relationship between you and ZS.
 

This Agreement, and any applicable supplement, represent the entire agreement between ZS and you regarding the use of the ZS Software.
 

Last Updated: August 30, 2024

© 2024 ZS Associates, Inc.