Terms and conditions governing your use of the Zep agent memory and Context Lake services.
Last updated: August 17, 2026
Zep Software, Inc., a Delaware corporation ("Zep"), operates a cloud-based long-term memory and context-engineering software platform for AI agents and assistants (the "Platform"). These terms govern the access to and use of the Zep Service (as defined below) by the entity or individual entering into this agreement ("Customer").
This Agreement takes effect on the date Customer first accepts these terms, whether by executing an Order Form, clicking "I accept" or "I agree" (or similar) at account creation, or beginning to use the Zep Service (the "Effective Date"). If Customer is accepting on behalf of a company or other legal entity, Customer represents and warrants that it has authority to bind that entity to this Agreement.
This Agreement consists of these terms and conditions (the "Terms of Service"), any Order Form(s) referencing these Terms of Service, the subscription plan and usage terms displayed on the Platform, and any addenda executed by authorized representatives of the parties (collectively, the "Agreement"). Customer's access to and use of the Zep Service is governed solely by the Agreement.
Capitalized terms have the meaning set forth below or as defined within these Terms of Service.
1.1 "API Key" means the unique application programming interface key(s) provisioned by Zep to Customer for purposes of accessing and using the Zep Service programmatically.
1.2 "AI Tools" means generative artificial intelligence and machine learning services or applications that are integrated into the Zep Service, including without limitation, third-party large language models.
1.3 "Applicable Privacy Laws" means the data protection, data security and privacy laws and regulations of any jurisdiction applicable to the Zep Service under this Agreement.
1.4 "Confidential Information" means all information regarding a party's business, including, without limitation, technical, marketing, financial, employee, planning, and other confidential or proprietary information, that (a) is clearly identified as confidential or proprietary at the time of disclosure, or (b) the receiving party knew or should have known, given the nature of the information and the circumstances of its disclosure, was considered confidential or proprietary.
1.5 "Customer Data" means Inputs, Outputs, and any other content or information uploaded or transmitted to the Zep Service by Customer or Users, including from Third-Party Services. Customer Data does not include Performance Data or Aggregate Data.
1.6 "Documentation" means all specifications, user manuals, and other technical materials relating to the Zep Service that are provided or made available to Customer, and as may be modified by Zep from time to time.
1.7 "Fees" means the fees for the Zep Service as set forth on an applicable Order Form or, for self-serve subscriptions, as published on the Platform at the time of Customer's subscription.
1.8 "Free Plan" means a subscription tier that enables access to and use of the Zep Service on a no-charge basis, as described on the Platform.
1.9 "Order Form" means an order form executed by the parties and referring to this Agreement which specifies the Zep Service and applicable Fees.
1.10 "Paid Plan" means any subscription to the Zep Service for which Customer pays Fees, including the Flex, Flex Plus, and Enterprise plans, as described on the Platform.
1.11 "Personal Data" means Customer Data that constitutes "personal data," "personal information," or "personally identifiable information" defined in Applicable Privacy Laws or information of a similar character regulated thereby, except that Personal Data does not include such information pertaining to Customer personnel who are business contacts of Customer, or such information received by Zep directly or from other sources (such as its other customers) independent of Zep's relationship with Customer.
1.12 "Prohibited Data" means (a) payment card data subject to the Payment Card Industry Data Security Standard (PCI-DSS), (b) Protected Health Information (as defined by HIPAA), except where Customer and Zep have executed a Business Associate Agreement, and (c) any other categories of data designated as prohibited in the Documentation or on the Platform.
1.13 "Zep Service" means Zep's proprietary service, including the application programming interfaces, software development kits, and the web-based dashboard made available by Zep to Customer, as further described in the Documentation or an applicable Order Form.
1.14 "Zep Technology" means the Zep Service, Performance Data, the Aggregate Data, the Documentation, and all applicable software, data, or technical information used by Zep or provided to Customer in connection with the foregoing.
1.15 "Third-Party Service" means any third-party service or application connected to, or integrated with, the Zep Service by or on behalf of Customer.
1.16 "Users" means employees, independent contractors, and end users of applications of Customer that are authorized by Customer to access the Zep Service pursuant to Customer's rights under this Agreement, including through the use of API Key(s).
2.1 Subscription to the Zep Service. Subject to the terms and conditions of this Agreement, Zep hereby grants to Customer a revocable, non-sub-licensable, non-transferable (except as provided in Section 15.3), non-exclusive right to access and use the Zep Service and accompanying Documentation solely for Customer's internal business purposes.
2.2 Access. Customer will access and use the Zep Service through API Key(s) provisioned by Zep and, where applicable, through the web-based dashboard using unique account credentials ("Account"). API Key(s) are confidential and may not be shared with any unauthorized third party. Customer may provision multiple API Key(s) within its account and may use such API Key(s) in Customer's own applications to serve Users. Customer is responsible for maintaining the confidentiality of all API Key(s) and account credentials and is solely responsible for all activities that occur thereunder. Customer is responsible for ensuring that its Users comply with the terms of this Agreement and shall be liable for any acts or omissions of its Users that would constitute a breach of this Agreement. Customer will promptly notify Zep of any actual or suspected unauthorized use or access to its account or API Key(s).
2.3 Restrictions. Customer will not, and will not permit any User or other party to: (a) allow any third party to access the Zep Technology except as expressly allowed herein; (b) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Zep Technology for the benefit of any unauthorized third party; (c) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Zep Technology, except as permitted by law; (d) use any automated software, devices or other processes to "scrape," extract, or download data from the Zep Technology (other than Customer Data) without the prior written consent of Zep; (e) interfere in any manner with the operation of the Zep Technology or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Zep Technology without the prior written consent of Zep; (f) attempt to access the Zep Technology through any unapproved interface; (g) attempt to circumvent any usage restrictions of the Zep Technology; (h) modify, copy or make derivative works based on any part of the Zep Technology; (i) access or use the Zep Technology to build a similar or competitive product or service, or to develop a product or service that is substantially similar to or competes with the Zep Service, or otherwise engage in competitive analysis or benchmarking for public or third-party disclosure without Zep's prior written consent; provided that Customer may conduct such testing and benchmarking solely for its own internal evaluation purposes; (j) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of Zep or its licensors on the Zep Technology or any copies thereof; (k) upload or transmit any Prohibited Data to the Zep Service except as expressly authorized in writing by Zep; or (l) otherwise use the Zep Technology in any manner that exceeds the scope of use permitted under Section 2.1 or in a manner inconsistent with applicable law, the Documentation, the Order Form or this Agreement.
2.4 Suspension. Zep reserves the right to suspend Customer's or any User's access to the Zep Service for any failure, or suspected failure, to comply with the restrictions set forth in Section 2.3. Zep may also suspend Customer's or any User's access to all or any part of the Zep Service, without notice and without incurring any resulting obligation or liability, if Zep believes, in its good faith and reasonable discretion, that Customer's or any User's use of the Zep Service poses a risk to the security or integrity of Zep's systems, interferes with Zep's ability to reliably provide the Zep Service to other customers, or may subject Zep to liability. Zep will use reasonable efforts to notify Customer or the applicable User(s) prior to suspension and will restore access to Customer or the applicable User(s) as soon as such risks no longer apply.
2.5 Customer Data. Customer will have the sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data. Customer Data will not: (a) be deceptive, defamatory, obscene, pornographic or unlawful; (b) include any Prohibited Data, except as expressly authorized in writing by Zep; (c) knowingly contain any viruses, worms or other malicious computer programming codes intended to damage the Zep Service; or (d) violate the intellectual property, privacy, or other rights of any third party or violate any Applicable Privacy Laws.
2.6 Third-Party Services. Customer may elect to link certain Third-Party Services to the Zep Service. Customer is responsible for enabling the integration of each Third-Party Service, and by doing so, Customer acknowledges that: (a) Zep may access any Customer Data provided via a Third-Party Service so that it may be used in accordance with the terms of this Agreement, and (b) it is instructing Zep to share Customer Data (including Personal Data where directed) with the providers of such Third-Party Services. Third-Party Services are not under the control of Zep and Zep is not responsible for any Third-Party Services. Customer's use of the Third-Party Services is governed by the Customer's agreement with providers of the Third-Party Services. Customer acknowledges and agrees that, for the purposes of Applicable Privacy Laws, each of Zep and providers of any Third-Party Service are not processors or subprocessors of Personal Data with respect to each other.
2.7 Use of AI Tools. The Zep Service may include AI Tools. Customer may submit queries or other Customer Data to the AI Tools ("Inputs") and receive back outputs generated by the AI Tools in response to Customer's Inputs ("Outputs"). Inputs and Outputs are both Customer Data. Inputs will be shared with Third-Party Services that provide the AI Tools in order to generate Outputs. Zep's rights to use Inputs, Outputs, and related metadata for training or improving the AI Tools are subject to the terms set forth in Section 5.2. Customer acknowledges and agrees that Zep does not represent or warrant that Outputs will (a) be free from third-party content or (b) not infringe third-party intellectual property rights. Customer acknowledges that the services leverage AI Tools and that Zep is not liable, and Customer agrees not to seek to hold Zep liable, for any third-party AI Tools. Customer is solely responsible for ensuring that its and its Users' use of the Zep Service and Outputs comply with all applicable laws. Customer will be solely responsible for Customer's and its Users' use of the Zep Service and any Outputs resulting therefrom. Customer should evaluate the fitness of any Output as appropriate for Customer's specific use case.
2.8 Service Modifications. Zep reserves the right to modify, update, or discontinue any feature or functionality of the Zep Service at any time. If Zep makes a change that materially reduces the core functionality of the Zep Service as described in the applicable Order Form during the then-current Subscription Term, Zep will provide Customer with at least thirty (30) days' prior written notice. If such change materially and adversely affects Customer's use of the Zep Service under a Paid Plan, Customer may terminate the affected Order Form within thirty (30) days of receiving such notice, and Zep will refund any prepaid Fees attributable to the remainder of the then-current Subscription Term.
The terms of this Section 3 apply only to Customers accessing or using the Platform pursuant to a Paid Plan. Subject to the terms and conditions of this Agreement, Zep will exercise commercially reasonable efforts to: (a) provide support to Customer for the use of Zep Service; and (b) keep the Zep Service operational and available to Customer, in each case in accordance with industry standards and its standard policies and procedures.
4.1 Fees. Customer will pay Zep the applicable Fees. For self-serve subscriptions, Fees are prepaid via credit card or other payment method accepted by Zep and are charged at the beginning of each billing period at the rates then in effect. Zep may update the Fees applicable to self-serve subscriptions at any time by publishing revised rates on the Platform; provided that Zep will provide Customer with at least thirty (30) days' prior notice (which may be provided via email or through the Platform) before any such revised Fees take effect. Any revised Fees will apply beginning with the first billing period commencing after the effective date of the change; Fees for the then-current billing period will not be affected. Usage-based overages beyond applicable plan limits will be billed in accordance with the rates published on the Platform or set forth in the applicable Order Form. Notwithstanding the foregoing, for Enterprise tier subscriptions: (a) Customer will pay the Fees set forth on the applicable Order Form within thirty (30) days of receipt of an invoice; (b) all Fees are non-refundable (except as expressly set out in this Agreement or an Order Form) and are not eligible for set off; (c) Customer will maintain complete, accurate and up-to-date Customer billing and contact information; and (d) unless otherwise stated on an Order Form, at the end of the Initial Term or any subsequent Renewal Term, Zep reserves the right to increase the Fees payable for the forthcoming Renewal Term upon written notice to Customer at least sixty (60) days prior to the commencement of the Renewal Term and such revised Fees will take effect immediately upon the commencement of the Renewal Term.
4.2 Taxes. All Fees owed by Customer in connection with this Agreement are exclusive of, and Customer will pay, all sales, use, excise and other taxes and applicable export and import fees, customs duties and similar charges that may be levied upon Customer in connection with this Agreement, except for employment taxes and taxes based on Zep's income.
4.3 Late Payment. Payments by Customer that are past due will be subject to interest at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum allowed by applicable law) of that overdue balance. Zep reserves the right (in addition to any other rights or remedies Zep may have) to suspend Customer's access to the Zep Service if any Fees are more than fifteen (15) days overdue until such amounts are paid in full. Notwithstanding the foregoing, if any Fees remain unpaid for more than fifteen (15) days after written notice of such nonpayment from Zep, Zep may terminate this Agreement or the applicable Order Form upon written notice to Customer.
5.1 Zep Technology. Customer acknowledges that Zep retains all right, title and interest in and to the Zep Technology, including any enhancements, improvements, or derivatives thereto, and that the Zep Technology is protected by intellectual property rights owned by or licensed to Zep. Other than as expressly set forth in this Agreement, no license or other rights in the Zep Technology are granted to the Customer.
5.2 Customer Data. Customer retains all right, title and interest in and to Customer Data. Customer hereby grants to Zep a non-exclusive, worldwide, perpetual, irrevocable, royalty-free and fully paid-up license to access, use, reproduce, modify, and create derivative works from Customer Data for any lawful purpose, including to provide the Zep Service, to train and improve machine learning and artificial intelligence models, and to develop and improve Zep's products and services.
5.3 Aggregate Data. Notwithstanding Section 5.2, Zep may create aggregated and de-identified data derived from Customer Data and Performance Data ("Aggregate Data"). Zep shall own all right, title, and interest in and to the Aggregate Data, and may use such Aggregate Data for any purpose, including to improve the Zep Service and to develop and improve Zep's products and services. Aggregate Data will not identify Customer or any individual.
5.4 Performance Data. Zep may monitor Customer's use of the Zep Service and may collect and compile general performance and usage data about the Zep Service, including Customer's use of the Zep Service (such as technical logs) ("Performance Data"). Performance Data does not include any Customer Data. As between Zep and Customer, all right, title, and interest in the Performance Data, and all intellectual property rights therein, belong to and are retained solely by Zep. Zep may use Performance Data for any purpose, provided that any disclosure or use of Performance Data outside of Zep's internal operations will be in aggregated and de-identified form and will not identify Customer or Customer's Confidential Information.
5.5 Feedback. Customer or its Users may give feedback to Zep on the use, operation, and functionality of the Zep Service, including information about operating results, known or suspected bugs, errors, or compatibility problems, suggested modifications, and user-desired features, functionality, or workflows (collectively, "Feedback"). Customer hereby grants Zep a perpetual, irrevocable, worldwide, royalty-free and fully paid-up license to use, reproduce, modify, and create derivative works of the Feedback in connection with its business, products and services without restriction or consideration to Customer. Zep will not identify Customer as the source of any such feedback. Zep acknowledges that all Feedback is provided to Zep on an "as is" basis and that Customer is not responsible for Zep's use of any Feedback, including any results therefrom.
The terms of this Section 6 apply only to Customers accessing or using the Platform pursuant to a Paid Plan. During the Term, Zep will implement and maintain commercially reasonable administrative, technical and physical measures designed to safeguard against unauthorized access to or use or disclosure of any Customer Data or Personal Data. Customer and its Users will be responsible for all changes to and/or deletions of Customer Data and the security of all passwords and other usernames and passwords required to access the Zep Service. In the event Zep becomes aware of any loss or unauthorized access, disclosure or use of any Personal Data ("Security Incident"), Zep will (a) promptly notify Customer in writing of such Security Incident, and (b) take commercially reasonable steps designed to (i) identify the cause of such Security Incident, (ii) minimize the harm associated therewith and (iii) prevent reoccurrence thereof. Any notification of any Security Incident will describe, to the extent known, details of the Security Incident, including steps taken by Zep, or that Zep recommends that Customer take, to mitigate the potential risks. Zep's notification of or response to a Security Incident will not be construed as Zep's acknowledgment of any fault or liability with respect to the Security Incident.
Zep will process Personal Data only in accordance with Customer's instructions to Zep contained in the Agreement. This Agreement is a complete expression of such instructions, and Customer's additional instructions will be binding on Zep only pursuant to an amendment to this Agreement signed by both parties. By entering into this Agreement, Customer instructs Zep to process Personal Data to provide the Zep Service and to perform its other obligations and exercise its rights under the Agreement. Customer will ensure (and is solely responsible for ensuring) that it has given such notices to and obtained such consents and permissions from all relevant third parties, and has reserved all rights, in each case, as may be required under applicable law or otherwise for Zep to process Personal Data as contemplated by the Agreement. If Customer and Zep execute a Data Processing Addendum ("DPA"), upon mutual execution, the DPA will be incorporated into and form part of this Agreement. In the event of a conflict between the terms of this Agreement and the DPA, the DPA will govern and control with respect to the processing of Personal Data.
In providing the Zep Service hereunder, Zep may be considered a "business associate" of Customer as defined under the Health Insurance Portability and Accountability Act of 1996, as amended, and the implementing rules and regulations thereunder related to privacy, security and breach notification ("HIPAA"). Customer acknowledges that the transmission of Protected Health Information (as defined by HIPAA) to the Zep Service constitutes Prohibited Data unless and until Customer and Zep have executed a Business Associate Agreement ("BAA"). If Customer intends to use the Zep Service in connection with Protected Health Information, Customer must first execute Zep's standard form BAA. Upon mutual execution, the BAA will be incorporated into and form part of this Agreement. In the event of a conflict between the terms of this Agreement and the BAA, the BAA will govern and control with respect to the use and protection of Protected Health Information.
9.1 Restrictions. As a recipient of Confidential Information, each party will (a) use the Confidential Information of the disclosing party only as set forth in this Agreement, (b) not disclose to any third party any Confidential Information of the disclosing party, except as expressly permitted under this Agreement, (c) limit access to the Confidential Information of the disclosing party to its employees and contractors who have a need to know such information to use or provide the Zep Service, and ensure that such employees or contractors are bound by confidentiality obligations at least as protective as those contained herein, and (d) protect the Confidential Information of the disclosing party from unauthorized use, access, or disclosure in a reasonable manner.
9.2 Exclusions. The restrictions on use and disclosure of Confidential Information set forth above will not apply to any Confidential Information that (a) is or becomes generally known and available to the public through no act or omission of the receiving party, (b) was in the receiving party's lawful possession without confidentiality restrictions prior to disclosure by the disclosing party, (c) is received without confidentiality restrictions from a third party with the right to make such a disclosure, or (d) is independently developed by the receiving party. The receiving party may disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party will, if permitted by law, provide advance notice of the disclosure to the disclosing party and cooperate so that the disclosing party has the opportunity to obtain appropriate confidential treatment for such Confidential Information.
10.1 Term. The term of this Agreement will commence on the Effective Date and continue until all Order Forms or subscriptions have expired or been terminated, unless terminated earlier in accordance with the terms of this Agreement (the "Term"). For self-serve subscriptions, the subscription term will be monthly or annual as selected by Customer at the time of subscription and will automatically renew for successive periods of the same duration, unless Customer cancels prior to the end of the then-current billing period. For enterprise subscriptions, unless otherwise set forth in an Order Form, each Order Form will have an initial term of one (1) year (the "Initial Term") and will automatically renew for successive one (1) year terms (each a "Renewal Term" and together with the Initial Term, the "Subscription Term"), unless either party provides written notice of its intent to terminate the Order Form at least thirty (30) days prior to the end of the then-current term. Customers on a Free Plan may use the Zep Service on an at-will basis, subject to the terms of this Agreement, and either party may terminate such access at any time.
10.2 Termination. Either party may terminate this Agreement upon written notice if: (a) the other party materially breaches the Agreement and does not cure such breach (if curable) within thirty (30) days after written notice of such breach, or (b) the other party: (i) becomes insolvent, (ii) files a petition in bankruptcy that is not dismissed within sixty (60) days of commencement, or (iii) makes an assignment for the benefit of its creditors.
10.3 Effect of Termination. Upon the expiration or termination of this Agreement for any reason, the rights and licenses granted to Customer hereunder will immediately terminate and Customer will cease use of the Zep Service and Documentation. Termination of this Agreement will not relieve Customer of its obligation to pay all Fees that accrued prior to such termination. Each party will return to the other or destroy all property (including any Confidential Information) of the other party. Notwithstanding the foregoing, (a) each party may retain the Confidential Information of the other in accordance with its standard backup procedures, subject to the requirements in Section 9 (Confidential Information) and Section 6 (Data Security), and (b) Zep's rights in Aggregate Data and Performance Data as set forth in Sections 5.3 and 5.4 will survive termination. Sections 1, 2.3, 2.6, 2.7, 4, 5 (excluding any term-limited license grants), 6, 7, 8, 9, 10.3, and 11-15 will survive the termination of this Agreement.
Customer represents and warrants that it has all rights necessary to upload and use Customer Data (including any Customer Data uploaded or transmitted by its Users) with the Zep Service and to grant Zep all licenses to Customer Data in this Agreement without violating any third-party intellectual property, privacy or other rights, including Applicable Privacy Laws. During the Term, Zep warrants that the Zep Service, when used in accordance with the Documentation and the terms of this Agreement, will operate as described in the Documentation in all material respects. If Customer notifies Zep of any breach of the foregoing warranty, Zep will, as Customer's sole and exclusive remedy, use commercially reasonable efforts to repair and fix the non-conforming service.
Except as expressly provided herein, and to the maximum extent permitted by applicable law: (a) the Zep Technology is provided "AS-IS" and "AS AVAILABLE" and (b) Zep and its suppliers make no other warranties, express or implied, by operation of law or otherwise, and hereby expressly disclaim any and all other warranties including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Zep does not warrant or represent that the Zep Technology will be free from bugs or uninterrupted or error-free, or make any other representations regarding the use, or the results of the use, of the Zep Technology in terms of correctness, accuracy, reliability, or otherwise. Without limiting the foregoing, Zep makes no warranty that any Outputs or other results generated by the AI Tools will be accurate, complete, reliable, non-infringing, or fit for any particular purpose. Customer acknowledges that AI-generated outputs may contain errors, omissions, or inaccuracies and that Customer is solely responsible for evaluating and verifying all outputs before use. Customer acknowledges and agrees that Zep is not liable, and Customer agrees it will not seek to hold Zep liable, for the conduct of third parties, including any Third-Party Service, and that the risk of injury from any third party rests entirely with Customer.
13.1 By Zep. The terms of this Section 13.1 apply only to Customers accessing or using a Paid Plan. If any action is instituted by a third party against Customer based upon a claim that the Zep Technology, as delivered and when used in accordance with this Agreement, infringes any third party's intellectual property rights, Zep will defend such action at its own expense on behalf of Customer and will pay all damages attributable to such claim that are finally awarded against Customer or paid in settlement. The foregoing indemnification obligation does not apply to alleged infringement or misappropriation arising from Outputs. If the Zep Technology is enjoined or, in Zep determination is likely to be enjoined, Zep will, at its option and expense (a) procure for Customer the right to continue using the Zep Technology, (b) replace or modify the Zep Technology so that it is no longer infringing but continues to provide comparable functionality, or (c) terminate this Agreement and Customer's access to the Zep Technology and refund any amounts previously paid for the Zep Technology attributable to the remainder of the then-current Subscription Term. Zep will have no obligation under this Section 13.1 or otherwise with respect to any infringement claim based upon: (i) any use of the Zep Technology not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Zep Technology in combination with other products, equipment, software or data not supplied by Zep, including Third-Party Services; or (iii) any modification of the Zep Technology by any person other than Zep or its authorized agents. This Section 13.1 sets forth the entire obligation of Zep and the exclusive remedy of Customer against Zep for any claim that the Zep Technology infringes a third party's intellectual property rights.
13.2 By Customer. If any action is instituted by a third party against Zep relating to (a) Customer Data (including any Customer Data uploaded or transmitted by Users), (b) any act or omission of Customer's Users in connection with the Zep Service, or (c) Customer's breach or alleged breach of Section 2.5 or Customer's representations and warranties set forth in Section 11, Customer will defend such action at its own expense on behalf of Zep and will pay all damages attributable to such claim that are finally awarded against Zep or paid in settlement of such claim.
13.3 Procedure. Any party that is seeking to be indemnified under the provision of this Section 13 (the "Indemnified Party") must (a) promptly notify the other party (the "Indemnifying Party") of any third-party claim, suit, or action for which it is seeking an indemnity hereunder (a "Claim"), (b) give the Indemnifying Party the sole control over the defense of such Claim, and (c) reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense. The Indemnifying Party will not agree to any settlement that requires the Indemnified Party to admit to fault or to take or refrain from taking any action without the Indemnified Party's prior written consent.
To the extent permitted by law, in no event will Zep be liable to Customer for special, incidental, consequential or punitive damages or lost profits in any way relating to this Agreement. In no event will Zep's aggregate, cumulative liability to Customer in any way relating to this Agreement exceed the greater of (a) the amount of fees actually received by Zep from Customer pursuant to the applicable Order Form during the twelve (12) months preceding the claim; and (b) $100. The foregoing limitations will not apply to liabilities that cannot be limited by law. The parties would not have entered into this Agreement but for such limitations.
15.1 Governing Law. This Agreement will be governed by, and all disputes arising under or in connection with this Agreement will be resolved in accordance with, the laws of the State of California, United States of America, exclusive of conflict or choice of law rules.
15.2 Dispute Resolution. All disputes arising out of or in connection with this Agreement, including any question regarding its formation, existence, validity or termination, will be finally settled under the Commercial Arbitration Rules of the American Arbitration Association (the "Arbitration Rules") by one or more arbitrators appointed in accordance with the said Arbitration Rules. The seat, or legal place, of the arbitration will be San Francisco, California, United States of America. The language of the arbitration will be English. Except as otherwise specifically limited in this Agreement, the arbitral tribunal will have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed incompatible with, or a waiver of, this agreement to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards will be kept confidential by the parties and members of the arbitral tribunal except (a) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (b) with the consent of all parties, (c) where needed for the preparation or presentation of a claim or defense in this arbitration, (d) where such information is already in the public domain other than as a result of a breach of this clause, or (e) by order of the arbitral tribunal upon application of a party. The arbitration award will be final and binding on the parties, and the parties undertake to carry out any award without delay. The parties will be deemed to have waived their right to any form of recourse insofar as such waiver can validly be made. Judgment on the award may be entered in any court of competent jurisdiction.
15.3 Assignment; Subcontractors. Neither party may assign this Agreement, including any rights or obligations arising hereunder, without the prior written consent of the other, except that either party may assign this Agreement without the consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and void. This Agreement will be binding upon each party's respective permitted successors and assigns. Customer agrees that Zep may subcontract certain aspects of the Zep Service to qualified third parties, provided that any such subcontracting arrangement will not relieve Zep of any of its obligations hereunder.
15.4 Order of Precedence. In the event of a conflict between the Terms of Service, an Order Form, or an exhibit to the Agreement, the following order of precedence will govern: an Order Form (as applicable), the Terms of Service, and then the other exhibits, if any. Notwithstanding the foregoing, an Order Form will take precedence over the Terms of Service if the Order Form expressly states which sections of these Terms of Service are intended to be superseded by the Order Form.
15.5 Notices. Any notice under this Agreement must be given in writing to the other party by email. Notices to Zep must be sent to notices@getzep.com and notices to Customer will be sent to the email address associated with Customer's Account or, if applicable, the email address specified in an Order Form. Notices will be deemed to have been given on the date sent by email, provided the sender does not receive an automated non-delivery notification. Each party is responsible for keeping its notice email address current and will notify the other party of any change by email to the then-current notice address. To be deemed effective, any email notice of the other party's material breach pursuant to Section 10.2 must reference Section 10.2.
15.6 Force Majeure. Any delay in the performance of any duties or obligations of either party (except for the obligation to pay Fees owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, war, fire, earthquake, typhoon, flood, natural disasters, governmental action, pandemic/epidemic, cloud-service provider outage, or any other event beyond the control of such party (collectively, a "Force Majeure Event"), provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. If the Zep Service is unavailable or materially degraded for a continuous period of fifteen (15) days due to a Force Majeure Event, either party will have the right to terminate the Agreement, and Zep will refund any amounts previously paid for the Zep Service attributable to the remainder of the then-current Subscription Term.
15.7 Publicity. Zep may use Customer's name and logo to identify Customer as a customer, including on Zep's website, social media and in sales and marketing materials, in the same manner in which it uses the names of its other customers. Zep will use Customer's name and logo in accordance with Customer's applicable branding guidelines and Zep may not use Customer's name or logo in any other way without Customer's prior written consent. Customer may opt out of the foregoing right at any time by providing written notice to Zep (including via email), and Zep will remove Customer's name and logo from its marketing materials within a commercially reasonable period following receipt of such notice.
15.8 Export. Customer agrees not to use, export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Zep, or any products utilizing such data, in violation of the United States export laws or regulations. Further, each party agrees to comply with all relevant export laws and regulations of the United States and the country or territory in which the Zep Service is provided ("Export Laws") to assure that neither any deliverable, if any, nor any direct product thereof is (a) exported, directly or indirectly, in violation of Export Laws or (b) intended to be used for any purposes prohibited by the Export Laws, including without limitation nuclear, chemical, or biological weapons proliferation. Customer further represents that (i) Customer is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country and (ii) Customer is not listed on any U.S. Government list of prohibited or restricted parties. Customer acknowledges and agrees that products, services or technology provided by Zep are subject to the export control laws and regulations of the United States, agrees to comply with these laws and regulations, and agrees that it will not, without prior U.S. government authorization, export, re-export, or transfer Zep's products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
15.9 U.S. Government Restricted Rights. If Customer is a government end user, then this provision also applies to Customer. The software contained within the Zep Service and provided in connection with this Agreement has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as "commercial items," "commercial computer software" and/or "commercial computer software documentation." Consistent with DFARS section 227.7202 and FAR section 12.212, and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government will be governed solely by this Agreement and will be prohibited except to the extent expressly permitted by this Agreement.
15.10 Miscellaneous. This Agreement (as modified by the parties from time to time) constitutes the entire understanding and agreement of the parties and supersedes all prior and contemporaneous understandings. Only a written amendment signed by both parties may modify this Agreement; provided, however, that Zep may modify these Terms of Service for Customers on a Free Plan or a self-serve Paid Plan by posting updated terms on the Platform and providing at least thirty (30) days' prior notice (via email or through the Platform), and Customer's continued use of the Zep Service after the effective date of any such modification will constitute Customer's acceptance of the modified terms. If any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to." There are no third-party beneficiaries of this Agreement. The parties to this Agreement are independent contractors, and no agency, partnership, franchise, joint venture or employee-employer relationship is intended or created by this Agreement.
Prior version: Terms of Service last updated August 7, 2025
