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 5 (the "Term").
### 5.2. 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 Zed Service or make the Editor available, and We may end any programs in connection with the same at any time.
### 5.3. Effect of Termination and Survival
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), Section 3.4 (Privacy Policy), Section 5.3 (Effect of Termination and Survival), Section 6 (Ownership), Section 7 (Indemnification), Section 9 (Limitation of Liability), Section 10 (Third Party Services), and Section 11 (Miscellaneous).
## 6. OWNERSHIP
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.
## 7. INDEMNIFICATION
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.
## 8. WARRANTY
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.
## 9. 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 THE GREATER OF: THE FEES PAID TO ZED BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE CLAIM, OR ONE THOUSAND US DOLLARS ($1,000).