This End User Subscription Agreement (the “Agreement”) governs the purchase, access, and use of Products by the Customer listed on an Order (hereinafter “Customer” or “You” or “Your”). In order to use or receive the benefits of any Product, You must purchase the applicable Product through an Order. This Agreement applies to all current and future use and access of Zscaler products and services by Customer unless expressly agreed otherwise by Customer and Zscaler.
IF YOU HAVE ARRIVED AT THIS PAGE DURING THE PROCESS OF INSTALLING, DOWNLOADING, ACCESSING, OR DEPLOYING A PRODUCT, YOU ACKNOWLEDGE AND AGREE THAT BY PROCEEDING WITH THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE OF THE PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO THE FOREGOING, DISCONTINUE THE INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE. IF YOU PROCEED WITH INSTALLATION, DOWNLOAD, ACCESS, DEPLOYMENT, OR USE, YOU ARE REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND THE CUSTOMER.
This Agreement may be periodically updated and the current version will be posted at www.zscaler.com/legal/overview. Your continued use of the Products after a revised Agreement has been posted constitutes your acceptance of its terms.
“ Affiliate ” means any entity controlled, directly or indirectly, by, under common control with, or controlling, a party, and specifically includes without limitation, subsidiaries, partnerships, joint ventures, and other entities or operations for which the party has operational or management control. For the purposes of this definition, “control” means the power to direct, or cause the direction of, the management and policies of such entity whether by contract, law, or ownership of the majority of the voting shares or assets of another entity.
“Aggregated Data” means Customer Data that (i) has been anonymized, and is not identifiable to any person or entity, (ii) is combined with the data of other customers or additional data sources, and (iii) is presented in a manner from which Customer’s or an Authorized User’s identity may not be derived.
“Authorized User” means an employee, agent, contractor, or other third party authorized by Customer and/or its Affiliates to access, use, download, deploy, or install the Products.
“Customer Data” means all data or information submitted by or on behalf of Customer to the Products.
“Deployment Services” means the deployment and related services for the Products provided by Zscaler to Customer as described in the Order.
“Documentation” means the documentation and usage guidelines for the Products, as updated from time to time by Zscaler.
“Fees” means any fees paid or to be paid for Products under an Order.
“Force Majeure Event” means any circumstances which are unforeseeable, and beyond the reasonable control of the party affected, including but not limited to acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider or hosting facility failures or delays, hardware, software or power systems not provided by Zscaler, or acts undertaken by third parties, including without limitation denial of service attacks.
“Hardware” means the Zscaler-provided hardware used to connect to the SaaS.
“Intellectual Property Rights” means copyrights (including, without limitation, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, without limitation, trade names, trademarks, service marks, and trade dress), patent rights (including, without limitation, the exclusive right to make, use and sell), trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, in any state, country, or jurisdiction.
“Order” means a written order form/sales proposal, purchase order, or similar ordering document for Products submitted to, and approved by, Zscaler and/or Partner.
“Partner” means the Zscaler-approved partner authorized by Zscaler to resell or otherwise provide Products to end user customers.
“Products” means, collectively, the Zscaler SaaS, Software, Hardware, Deployment Services, and Support Services, including all Upgrades.
“SaaS” means the subscription cloud-based service provided by Zscaler for the Subscription Term set forth in the Order.
“SLAs” means the Service Level Agreements provided by Zscaler for each applicable Product, described at https://www.zscaler.com/legal/sla-support .
“Software” means any Zscaler software, utility, tool or other computer or program code provided directly or indirectly to Customer in object (binary) code only, as well as any copies (whether complete or partial) made by or on Customer’s behalf. The term “Software” also includes any updates, upgrades or other new features, functionality or enhancements to the Software made available directly or indirectly to Customer.
“Subscription Term” means the Initial Subscription Term and any and all Renewal Subscription Terms (as defined in Section 7.2), collectively.
“Support Services” means the support services provided by Zscaler with respect to each applicable Product described at https://www.zscaler.com/legal/sla-support.
“Upgrades” means all cloud wide modifications, enhancements and corrections to the Products made by Zscaler, including (i) corrections of failures to conform to or to operate in accordance with the Documentation; (ii) temporary and permanent error corrections delivered as part of the Support Services; and (iii) all additions, updates, new versions and releases, and new features, and changes made by Zscaler in response to legal, technological or other developments. For clarity, “Upgrades” does not include any additional features or enhancements made available to customers by Zscaler for an additional cost.
“Zscaler Materials” means all Zscaler proprietary materials, Intellectual Property Rights for all Products and Documentation, Zscaler’s processes and methods, and/or materials distributed by Zscaler during any presentations, proof of concepts, or demonstrations of the Products.
2.1 Governing Terms. Customer and its Affiliates may purchase Products through an Order. All Orders and Customer’s access and use of the Products will be governed by the terms and conditions in this Agreement and the Documentation. Where a Customer Affiliate is named in an Order, that Order will create a separate agreement between that Affiliate and Zscaler, incorporating the terms of this Agreement with the Affiliate deemed "Customer." For clarity, Zscaler will not be obligated to provide any Products to Customer or its Affiliate(s) until Zscaler receives a valid Order for such Products.
2.2 Non-Reliance . Customer and its Affiliates agree that its purchase of any Products is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Zscaler with respect to any future functionality or features.
Unless otherwise agreed to in writing by the parties, Fees and payment terms shall be agreed and documented between Customer and/or its Affiliate(s) and the Partner.
4.1 Subscription Rights
Subject to the terms and conditions in this Agreement, Zscaler grants Customer and its Affiliates a limited, non-transferable, non-assignable (except as set forth in this Agreement), non-exclusive right to access and use, and to permit their Authorized Users to access and use the Products for the internal business purposes of Customer and its Affiliates during the Subscription Term for the quantity of purchased Products set forth in the Order.
4.2 Access and Use of Products
Customer agrees to only access and use the Products in accordance with this Agreement and the applicable Documentation, including any relevant Product usage guidelines. Customer and Zscaler agree to work together in good faith to promptly resolve any unauthorized access or use of the Products by Customer.
4.3 Ownership and Intellectual Property Rights
4.3.1 Zscaler
All rights and title in and to the Products, Zscaler Materials and Documentation, including all Intellectual Property Rights inherent therein, belong exclusively to Zscaler and its licensors. No rights are granted to Customer other than as expressly set forth in this Agreement.
4.3.2 Customer
All rights and title in and to the Customer Data, including all Intellectual Property Rights inherent therein, belong exclusively to Customer. No rights are granted to Zscaler other than as expressly set forth in this Agreement.
4.4 Restrictions
Customer shall not and shall not allow or permit any third party to: (i) modify, copy, display, republish or create derivative works based on the Products or Zscaler Materials; (ii) reverse engineer the Products; (iii) access or use the Products to build a competitive product or service, or copy any ideas, features, functions or graphics of the Products; (iv) use the Products in any way prohibited by applicable law or that would cause either party to violate applicable law including but not limited to: (1) sending spam or other duplicative or unsolicited messages; (2) using the Products to send infringing, obscene, threatening, libelous, or other unlawful material; (3) using the Products to access blocked services; or (4) uploading to the Products or using the Products to send or store viruses, worms, time bombs, trojan horses or other harmful or malicious code, files, scripts, agents or programs; (v) use the Products to run automated queries to external websites (because such websites may include Zscaler IP addresses in their respective IP block lists); (vi) interfere with or disrupt the integrity or performance of the Products or the data contained therein; (vii) attempt to gain unauthorized access to the Products or its related systems or networks; (viii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Products; (ix) perform penetration or load testing on the Products or Zscaler’s cloud without the prior written consent of Zscaler and agreeing to certain conditions and requirements for such penetration or load testing; (x) without the express prior written consent of Zscaler, conduct any public benchmarking or comparative study or analysis involving the Products; and (xi) access or use the Products from a prohibited location in violation of U.S. trade and economic sanctions, including without limitation, Cuba; Iran; North Korea; Syria; the so-called Donetsk People’s Republic, the Luhansk People’s Republic, or Crimea Regions of Ukraine; or any other country/region that becomes prohibited.
4.5 Customer Responsibilities
Customer agrees and understands that:
(a) it is responsible for all activity of Authorized Users and for Authorized Users’ compliance with this Agreement; and it shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data; (ii) prevent unauthorized access to, or use of, the Products, and notify Zscaler promptly of any such unauthorized access or use; and (iii) comply with all applicable laws and/or regulations in using the Products;
(b) Customer is solely responsible for its connection to the Internet or any equipment or third party licenses necessary for Customer to use the Products;
(c) in order for Zscaler to provide the SaaS, Customer is responsible for forwarding its web traffic or internal traffic to Zscaler via valid forwarding mechanisms that allow for automatic fail over (i.e. PAC, IPSEC, GRE tunnels, and/or Zscaler App); and
(d) it is responsible for supplying Zscaler with any technical data and other information and authorizations that Zscaler may reasonably request to allow Zscaler to provide the Products to Customer.
4.6 Use of Information
Without limiting Zscaler’s confidentiality and security obligations set forth in this Agreement, Zscaler shall have the right to:
(a) use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Customer relating to the Products without restriction and without obligation to Customer (collectively “Feedback”). Zscaler acknowledges that all Feedback is provided “as-is” without warranty of any type;
(b) use information collected regarding Customer’s use of the Products for the purposes of providing, maintaining, improving, and/or analyzing the Products and complying with all legal or contractual requirements;
(c) make malicious or unwanted content anonymously available to its licensors for the purpose of further developing and enhancing the Products; and
(d) develop and commercialize benchmarks and measures based on Aggregated Data.
4.7 Zscaler Rights
(a) Zscaler reserves the right to manage bandwidth or route traffic across the Internet in a commercially optimal way, provided such actions do not compromise Zscaler’s obligations under this Agreement;
(b) Zscaler maintains reasonable and appropriate physical, organizational, administrative, and technical safeguards designed to protect Customer Data from loss, misuse, unauthorized access, disclosure, alteration, and destruction as set out at https://www.zscaler.com/legal/security-measures (“Security Measures”). Zscaler is certified under ISO 27001 and System and Organization Controls (SOC) 2, Type II standards and is audited annually by an independent third party to ensure its ongoing compliance with these certifications. Zscaler regularly tests, assesses, and evaluates the effectiveness of the Security Measures. Upon written request, Zscaler agrees to provide Customer with a copy of its most recent ISO 27001 certificate and/or SOC 2, Type II report. Zscaler will not materially decrease the Security Measures during the Subscription Term. Zscaler will take appropriate steps to ensure compliance with the Security Measures by its employees, contractors and subcontractors/sub-processors to the extent applicable to their scope of performance; and
(c) Zscaler reserves the right to suspend Customer’s access to or download of Products in the event Customer’s use of the Products represents an imminent threat to Zscaler’s network, or if directed by a court or competent authority. In such cases, Zscaler will (i) suspend such Products only to the extent reasonably necessary to prevent any harm to Zscaler’s network (for example, blocking offending source IP addresses); (ii) use its reasonable efforts to promptly contact Customer and give Customer the opportunity to promptly change the configuration of its server(s) accordingly and/or work with Customer to promptly resolve the issues causing the suspension of such Products; and (iii) reinstate any suspended Products immediately after any issue is abated.