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.
### 11.7. 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.
### 11.8. 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.
### 11.9. 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: May 6, 2025**