ZEDEDA Early Access Terms and Conditions

Last Updated: February 03, 2025

These Early Access Terms and Conditions (the “Agreement”) are entered into as of the Order Form date (the “Effective Date”) between ZEDEDA, Inc.,  a Delaware corporation with an office at 60 S Market Street, Suite 310, San Jose, CA 95113 (“ZEDEDA”) and the “Customer” as defined in the Order Form.

  1. Definitions and Background: Customer and ZEDEDA have agreed to a no-obligation evaluation for the purpose of performing tests and evaluations of the ZEDEDA software product specified in the Order Form (the “ZEDEDA Software”) in a non-production environment for the period defined in the Order Form (the “Early Access Term”), as part of ZEDEDA’s Early Access Program (EAP). If Customer intends to license the ZEDEDA Software for commercial use after expiration of the Early Access Term, such license will be subject to the parties’ execution of a new order form and ZEDEDA’s standard terms and conditions which will be provided by ZEDEDA in due time. Upon the start of such commercial license, this Agreement shall terminate immediately.

  2. License. ZEDEDA grants to Customer a non-transferable, non-sublicensable, non-exclusive license during the Early Access Term to use the ZEDEDA Software in accordance with any documentation regarding the ZEDEDA Software made available by ZEDEDA (the “Documentation”) to test and evaluate the ZEDEDA Software.

    Customer will: (i) use the ZEDEDA Software solely for internal testing purposes in a non-production environment, (ii) report feedback on the evaluation and their testing experience, including but not limited to any material errors Customer observes while evaluating the ZEDEDA Software, and (iii) provide ZEDEDA with a quote about their interest in the ZEDEDA Software that ZEDEDA can use in future announcements and promotional materials regarding the ZEDEDA Software. Each party is responsible for all of its own costs and expenses associated with the use and maintenance of the ZEDEDA Software and the performance of all testing and evaluation activities. During the Early Access Term, ZEDEDA may provide Customer with access to beta versions or otherwise gated features of the ZEDEDA Software, which are subject to all of the terms of this Agreement. Such provision is done only for the purpose of assisting ZEDEDA with testing functionality or compatibility and on the express condition that Customer provides ZEDEDA with truthful, accurate and complete feedback, comments and analysis regarding such testing (“Contribution”). Customer expressly acknowledges that its participation in any testing is undertaken by it on a volunteer basis and that it shall have no right in the ZEDEDA Software or Contribution, whether in original form or in respect of any derivative work. Notwithstanding the foregoing, Customer grants to ZEDEDA a royalty – free, perpetual, transferable license to commercially use and sub-license in ZEDEDA’s sole discretion, any and all Contributions.

  3. Restrictions. Customer shall not (and shall not permit any third party to): (a) reverse engineer the ZEDEDA Software (except as required by law); (b) distribute, sell, sublicense, rent, lease or use the ZEDEDA Software to or for the benefit of any third party; (c) remove any product identification or other notices contained in the ZEDEDA Software or Documentation; or (d) modify or create any derivative work of the ZEDEDA Software. Each party agrees to comply with all laws and regulations in connection with its performance under this Agreement. Except for the license granted herein, ZEDEDA and its suppliers retain all rights, title, and interest in the ZEDEDA Software and all copies, modifications and derivative works thereof. ZEDEDA shall have no obligation to support, service or repair the ZEDEDA Software.

  4. Term and Termination. This Agreement is effective as of the Effective Date and continues for the Early Access Term, unless terminated earlier in accordance with the provisions hereof. Either Party may terminate this Agreement: (a) if the other Party fails to cure any material breach of this Agreement within five (5) days after written notice of the breach; (b) if the other Party ceases operation without a successor or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any proceeding of that nature is instituted against that Party; or (c) at any time upon ten (10) days’ notice to the other party. Upon any expiration or termination of this Agreement, Customer shall (x) cease any and all use of the ZEDEDA Software and Documentation and any other ZEDEDA Confidential Information (as defined below); and (y) uninstall and destroy all copies thereof. Sections 2 through 7 shall survive any termination or expiration of this Agreement.

  5. No Warranty. THE ZEDEDA SOFTWARE PROVIDED HEREUNDER IS PROVIDED “AS IS”. ZEDEDA MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WHATSOEVER AND ZEDEDA HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND GUARANTIES, EXPRESS, IMPLIED OR OTHERWISE, WITH RESPECT TO THE ZEDEDA SOFTWARE AND DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.

  6. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZEDEDA BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE ZEDEDA SOFTWARE OR THE DOCUMENTATION, OR ANY ERRORS OR DEFECTS IN THE ZEDEDA SOFTWARE OR DOCUMENTATION, INCLUDING, WITHOUT LIMITATION, DAMAGES OR COSTS RELATING TO THE LOSS OF PROFITS, BUSINESS, GOODWILL, DATA OR COMPUTER PROGRAMS, WORK STOPPAGE OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ZEDEDA HAS BEEN ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. The foregoing limitations of liability shall not apply to ZEDEDA’s breach of its confidentiality obligations under section 7, ZEDEDA’s liability for personal injury or death, or ZEDEDA’s intentional misconduct or fraud.

  7. Confidentiality. If and to the extend Customer and ZEDEDA have entered into a separate confidentiality agreement, the provisions of such confidentiality agreement shall extend to and govern this Agreement and shall replace the confidentiality provisions of this section 7. Customer shall hold in strict confidence any and all information pertaining to benchmarking, performance, use, and other evaluation criteria-related information resulting from the use of the ZEDEDA Software and shall protect the same and the ZEDEDA Software from unauthorized access, reproduction, disclosure or use. In the event Customer becomes aware of any unauthorized use or disclosure of any of the ZEDEDA Software, Customer shall promptly notify ZEDEDA.

    Both parties shall hold in strict confidence all Confidential Information disclosed by the other party during the performance of this Agreement. “Confidential Information” means all trade secrets, business, technical and financial information, computer software, machine and operator instructions, business methods, procedures, know-how, and other information, irrespective of the format of communication, that relates to the business or technology of either party that is identified as being confidential at the time of disclosure or disclosed under circumstances that would lead a reasonable person to believe such information is confidential.

    The party receiving Confidential Information (“Recipient”) from the other party (“Discloser”) agrees as follows: (i) to use the Confidential Information only for the purposes described in this Agreement; (ii) to hold in confidence and protect the Confidential Information from dissemination to, and use by, any third party, taking precautions at least as protective as those the Recipient employs with respect to its most confidential materials, but in no case less than reasonable precautions; (iii) restrict access to the Confidential Information to its employees and contractors who have a need to have access to the Confidential Information and who are bound by confidentiality obligations at least as restrictive as those set forth in this Agreement; (iv) immediately notify the Discloser upon discovery of any loss or unauthorized disclosure of the Discloser’s Confidential Information; and (v) to return or destroy all Confidential Information upon termination of this Agreement.

    The foregoing provisions will not apply to Confidential Information that: (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the Recipient; (iii) is rightfully communicated to the Recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the Recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the Recipient without access to the Confidential Information; or (vi) is approved for release or disclosure by the Discloser in writing without restriction. Notwithstanding the foregoing, the Recipient will be allowed to disclose Confidential Information of the Discloser to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.

    The parties’ obligations pursuant to this Section 7 shall survive termination or expiration of this Agreement for three (3) years and will be binding on each party’s heirs, successors, and assigns; provided that the confidentiality obligations of the Recipient with respect to Confidential Information that constitutes a trade secret, shall remain in effect for so long as such Confidential Information remains a trade secret.

  8. Open-Source Code. Components of the ZEDEDA Software may be covered by so-called “open source” software licenses (“Open-Source Software”). Customer’s use of any Open-Source Software is subject to and governed by the applicable license accompanying, linked to or embedded in that Open-Source Software (each an “Open-Source License”) and ZEDEDA grants Customer a license to use the Open Source Software to the full extent permitted by the applicable Open Source License.

  9. General. Customer may not assign this Agreement, or any rights or obligations hereunder without the prior written consent of ZEDEDA. Any attempted assignment in violation of this Agreement will be void and without effect. If any term of this Agreement is declared void or unenforceable, that provision will be modified to the minimum extent necessary, and the declaration will have no effect on the remaining terms. The failure of a party to enforce any rights will not be deemed a waiver as to subsequent breaches. This Agreement is governed by the laws of the United States and the State of California, excluding rules governing conflict of law and choice of law. The federal and state courts within Santa Clara County, California will have exclusive jurisdiction to adjudicate any dispute arising out of this Agreement. Each party expressly consents to the personal jurisdiction of, and venue in, those courts. There is no relationship of partnership, joint venture, employment, franchise, or agency created between the Parties. This Agreement sets forth the entire agreement of the parties and no statement or representations not contained in this Agreement will have any force or effect.

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