Beta Program - Terms of Use

PLEASE READ THESE BETA PROGRAM TERMS OF USE (THIS “AGREEMENT”) CAREFULLY. THIS AGREEMENT IS BETWEEN YOU AND ZOOM VIDEO COMMUNICATIONS, INC., AND ITS AFFILIATES (“ZOOM”) AND GOVERNS YOUR PARTICIPATION IN THE BETA PROGRAM (“BETA PROGRAM”) AND YOUR ACCESS TO, EVALUATION, AND USE OF THE BETA PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY ZOOM AS PART OF THE BETA PROGRAM. BY ACCEPTING THESE TERMS AND CONDITIONS OR ACCESSING OR USING ANY BETA PRODUCTS OR SERVICES, YOU AGREE TO PARTICIPATE IN THE BETA PROGRAM AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.   

YOU MAY ENTER INTO THIS AGREEMENT ON BEHALF OF YOURSELF OR ON BEHALF OF A LEGAL ENTITY. IF YOU ENTER INTO THIS AGREEMENT ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU ARE A DULY AUTHORIZED REPRESENTATIVE WITH THE AUTHORITY TO BIND THAT LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. ALL REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT MEAN THE PERSON ACCEPTING THESE TERMS AS AN INDIVIDUAL OR THE LEGAL ENTITY FOR WHICH THE REPRESENTATIVE IS ACTING, AS THE CASE MAY BE.  

PLEASE BE ADVISED: THIS AGREEMENT INCLUDES AN EXCLUSION OF CERTAIN TYPES OF DAMAGES AND AN AGGREGATE LIMITATION ON LIABILITY THAT OPERATES AS A RELEASE AND WAIVER OF YOUR ABILITY TO RECOVER CERTAIN DAMAGES FROM ZOOM. THIS AGREEMENT ALSO INCLUDES A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER IN SECTION 18 (AGREEMENT TO ARBITRATE CLAIMS AND CLASS ACTION WAIVER) BELOW.  

1. Beta Offering; Support

The beta offering includes any hardware, software, product, service, feature, functionality, or other technology that is either integrated with another offering or provided on a stand-alone basis by Zoom and has been designated by Zoom as part of its Beta Program (each, a “Beta Offering”). Each Beta Offering may be more fully described in documentation provided to You by Zoom at the time You are given access to the Beta Offering. Zoom does not offer any service level agreement for a Beta Offering and Zoom is not obligated to provide any maintenance or technical support. Zoom reserves the right to modify, abandon, or impose any limitations on the use of any Beta Offering at any time, with or without notice, and without any obligation or liability.

2. Eligibility; Participation

Subject to Zoom’s prior approval, You may participate in the Beta Program upon request or by Zoom’s invitation. You must always meet the Zoom-determined eligibility criteria during the Term (as defined in Section 5 (Term and Termination of Agreement; Effect of Termination). Eligibility criteria includes, without limitation, that You are a customer in good standing with Zoom and have purchased any underlying Zoom services that are required to use the Beta Offering. If You cease to meet Zoom’s eligibility criteria, then Zoom may immediately terminate Your participation in the Beta Program, Your access to any Beta Offering, or both.  

You shall provide any information required by Zoom and, if required, create an account to use the Beta Offering. You shall follow all instructions from Zoom in order to access, use, and create an account for the Beta Offering. You shall provide and maintain current, complete, and accurate information as requested by Zoom. You shall maintain the confidentiality and security of any password that is created or maintained as part of using a Beta Offering. You shall notify Zoom immediately of any unauthorized use of any password or account or of any suspected breach of the account’s security. 

 

3. Right to Use; License Grant

Zoom grants You a right to access and use, during the Term, each Beta Offering provided by Zoom to You. To the extent that access to or use of a Beta Offering requires or allows for You to download, use, or install software, Zoom grants You a nonexclusive, nontransferable, nonassignable, nonsublicensable, royalty-free license to the software for Your internal use solely to access and use the Beta Offering during the Term. You acknowledge that Your rights under this Section 3 (Right to Use; License Grant) are revocable in Zoom’s sole discretion.

 

4. Changes to Beta Offering; Suspension, Discontinuance, and Termination of Access and Use

You acknowledge and agree that the form and nature of the Beta Offering, Beta Program, or both, may change from time to time without prior notice to You. Notwithstanding any provision set forth in this Agreement, Zoom may terminate, limit, disconnect, deny access to, discontinue, abandon, modify, or suspend Your or any of Your end users’ use of a Beta Offering, participation in the Beta Program, or both, at any time, in Zoom’s sole discretion, with or without notice and without any obligation or liability to You, Your end users, or any third party. You acknowledge that Your or Your end user’s breach of Section 6 (Acceptable Use; Prohibited Uses), including a violation of Zoom’s Acceptable Use Guidelines, may result in immediate suspension, disconnection, or termination of access to the Beta Offering. 

 

5. Term and Termination of Agreement; Effect of Termination

The term (“Term”) of this Agreement commences as of the date of You first access or use a Beta Offering and continues until terminated by a party as set forth below. Zoom may terminate this Agreement at any time, with or without cause, upon delivery of written notice to You. For the sake of clarity and not limitation, Zoom may terminate this Agreement with cause immediately in the event of a violation of Section 6 (Acceptable Use; Prohibited Uses) or any other material term of this Agreement by You or any of Your end users. You may terminate this Agreement at any time, with or without cause, by delivering at least thirty (30) days prior written notice to Zoom. 

Upon any termination of this Agreement, all rights granted herein to use and access the Beta Offerings terminate and You and Your end users shall immediately: (i) cease use of all Beta Offerings and (ii) return or destroy all of Zoom’s Confidential Information (as defined in Section 9 (Confidential Information)) and, if requested in writing by Zoom, provide Zoom with written certification of the same.

 

6. Acceptable Use; Prohibited Uses

a. You agree that use of the Beta Offerings by You and Your end users is subject to Zoom’s applicable guides, statements, notices, and policies located at zoom.us/legal including, without limitation, the Acceptable Use Guidelines,  Privacy Statement, 911 U.S. Notice, 911 Canada Notice, EU Emergency Calling Notice, and Government Requests Guide, each of which may be updated or modified from time to time. You agree that You shall not, and shall not permit any of Your end users to: (i) make, use, or offer a Beta Offering for lease, rent, or sale, or reproduce, resell, distribute, lend, use on a timeshare or service bureau basis, or otherwise charge fees to other parties for use of the Beta Offering; (ii) modify, customize, disassemble, decompile, prepare derivative works of, create improvements, derive innovations from, reverse engineer, or attempt to gain access to any underlying technology of the Beta Offerings (e.g., any source code, process, data set or database, management tool, development tool, server or hosting site, etc.); (iii) knowingly or negligently use the Beta Offerings in a way that abuses, interferes with, or disrupts Zoom’s networks; (iv) engage in activity that is illegal, fraudulent, false, or misleading; or (v) use the Beta Offerings in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

b. You agree not to use the Beta Offerings for highly sensitive or confidential communications, unless Zoom (i) provides its express prior written agreement to the contrary or (ii) makes the Beta Offering directly available to You in a production environment for use with production data. Unless (i) or (ii) in the foregoing sentence applies, You shall not use any Beta Offerings for the receipt, use, maintenance, disclosure, storage, transmission, or processing of any regulated data, including, without limitation, electronic protected health information (as defined under the rules and regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996), personal data, personal information, personally identifiable information, financial data, education records, or similar sensitive information.

 

7. As-Is; Disclaimer of Warranties

ZOOM AND ITS LICENSORS EXPRESSLY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO ANY BETA OFFERING, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF A BETA OFFERING. TO THE EXTENT ZOOM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU ACKNOWLEDGE THAT THE BETA OFFERING IS BEING PROVIDED AND MADE AVAILABLE ON AN “AS IS” OR “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND. 

YOU AGREE THAT THE BETA OFFERING: (A) IS NOT COMPLETE IN DEVELOPMENT AND HAS NOT BEEN COMMERCIALLY RELEASED FOR SALE BY ZOOM; (B) MAY NOT BE FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, DESIGN FLAWS, OR OTHER PROBLEMS, INCLUDING PROBLEMS THAT MAY ADVERSELY IMPACT THE OPERATION OF YOUR INFRASTRUCTURE OR SERVICES PROVIDED BY ZOOM OR ANOTHER PARTY; (C) MAY NOT BE RELIABLE; (D) MAY NOT HAVE BEEN EVALUATED FOR REGULATORY COMPLIANCE AND MAY NOT MEET REQUIREMENTS FOR TRANSMITTING, STORING, CREATING, OR OTHERWISE PROCESSING ELECTRONIC PROTECTED HEALTH INFORMATION, PERSONALLY IDENTIFIABLE INFORMATION, PERSONAL INFORMATION, OR OTHER SENSITIVE OR CONFIDENTIAL INFORMATION; (E) WHEN USED, MAY RESULT IN UNEXPECTED RESULTS, LOSS OF CONTENT OR DATA, OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU. ZOOM EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT, OR DATA ACCESSED OR USED IN CONNECTION WITH A BETA OFFERING.

 

8. Compliance with Laws; Consents

You are solely responsible for compliance with all laws that apply to Your participation in the Beta Program and the use, access, and receipt of a Beta Offering, including, but not limited to, laws requiring You to provide proper end user notifications and to obtain proper end user consents, which may be necessary to allow Zoom and third parties authorized by You or Zoom to access, process and use Content (as defined in Section 12 (Content)). You shall comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export, anti-bribery, foreign corrupt practices, intellectual property, and privacy laws and regulations, in connection with Your performance of Your obligations under this Agreement, including access to and use of the Beta Offerings. You are solely responsible for Your end users’ access to and use of the Beta Offerings in compliance with this Agreement and all applicable law.

 

9. Confidential Information 

You and Zoom agree to keep confidential all non-public, proprietary, or confidential information that You and Zoom provide to each other in connection with the performance of this Agreement, the Beta Program, or any Beta Offering. You and Zoom further agree to disclose Confidential Information (as defined in this Section 9 (Confidential Information)) that You or Zoom receive under this Agreement only to those employees, advisors, and attorneys of Yours or Zoom’s, as the case may be, who have a strict need to know the information being shared and who are bound by legal or contractual obligations to protect the confidentiality and security of the Confidential Information that are at least as restrictive as the obligations set forth in this Agreement.  “Confidential Information” includes, without limitation, business information, development plans, product roadmap details, systems, strategic plans, source code, services, products, pricing, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential. 

Notwithstanding the restrictions in this Section 9 (Confidential Information), You and Zoom may each disclose Confidential Information received under this Agreement to the extent required by law, regulation, or court order, provided  You or Zoom, as the case may be, first (i) notifies the other party, unless providing such notice is prohibited by the applicable legal authority, and (ii) cooperates with reasonable requests of the other party in order to seek a protective order or otherwise prevent or limit the disclosure of the information to third parties.

 You and Zoom shall keep all Confidential Information received under this Agreement in the strictest confidence until such time as, and only to the extent that, such information is (a) already rightfully known to You or Zoom at the time it is received, free from any obligation to keep such information confidential; (b) or becomes publicly known or available through no wrongful act of You or Zoom or any third party; (c) rightfully received from a third party without restriction and without breach of this Agreement; or (d) developed by You or Zoom without the use of any proprietary, non-public information received under this Agreement. You and Zoom shall each take reasonable steps to maintain the privacy and security of the Confidential Information that You and Zoom receive, using measures that are at least as protective as those taken to protect information of a similar sensitivity that belongs to You or Zoom, but in no event using less than a reasonable standard of care.  In the event of any unauthorized use or disclosure of the other party’s Confidential Information, You and Zoom agree to provide notice the affected party of such unauthorized use or disclosure and cooperate to regain control of, and to prevent further unauthorized use or disclosure of, the Confidential Information.  

 

10. Proprietary Rights

You acknowledge and agree that Zoom owns all legal right, title, and interest in and to the Beta Program and each Beta Offering, Feedback, and any and all intellectual property (and other proprietary) rights therein or arising therefrom, including, but not limited to, any and all copyrights, patents, patent applications, trade secrets, trademarks, and other rights therein. To the extent You have the right to enforce or license any intellectual property (or other proprietary) rights needed for Zoom’s exercise of the rights specified to it under this Agreement, You hereby grant to Zoom a perpetual, irrevocable, sublicensable, royalty-free, worldwide license under such rights to exercise (including to utilize the subject matter of) such Zoom rights. Except for the license and other rights expressly granted to You in this Agreement, You acknowledge that nothing contained in this Agreement shall be deemed to give You, directly or by implication, estoppel, or otherwise, any rights, forbearances, or waivers under any intellectual property (or other proprietary) rights of Zoom.  

Each Beta Offering is made available for purposes of evaluation and feedback in order to allow Zoom to create improvements for the benefit of You and others, but without any financial compensation or reimbursement of any kind from Zoom. You acknowledge the importance of communication with Zoom while participating in the Beta Program and agree to receive correspondence and updates from Zoom. You shall provide reasonable feedback and information, as requested. In the event You request to opt out from such communications, Your participation in the Beta Program, Your access to a Beta Offering, or both, may be canceled. During the Beta Program, You and Your end users will be asked to provide feedback and information regarding the use of the Beta Offering, and You acknowledge that Zoom owns, and shall retain ownership of, all right, title, and interest in any suggestions, ideas, know-how, concepts, enhancements, feedback, recommendations or other information provided by You or any other party relating to a Beta Offering or the Beta Program, including without limitation, new features or functionality relating thereto (collectively, “Feedback”). Zoom or its licensors own and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark, trade name, and all other intellectual property rights in and to each Beta Offering and the Feedback. You hereby assign to Zoom all right, title, and interest in, and Zoom is free to use without any attribution or compensation to You, any Feedback relating to a Beta Offering or underlying technology of a Beta Offering. All Feedback is and will be treated as confidential until Zoom, in its sole discretion, chooses to make any specific Feedback non-confidential. 

 

11. Zoom Phone Services; Emergency Calling Services; Charges 

You are responsible for all fees and charges imposed by telephone carriers, wireless providers, and other voice, data transmission providers, or similar carriers or providers for voice and data transmission used to access and use a Beta Offering. If a Beta Offering involves the use of Zoom phone services, that Beta Offering may not be intended for, or provide emergency services connectivity for, some or all of the Beta Offering, and You agree to provide or continue emergency services access via another service and to inform end users in the Beta Program that emergency calling is not available through the Beta Offering and to use the alternative access method. To the fullest extent allowed by law, Zoom specifically disclaims any liability for emergency calling services applicable to a Beta Offering.

 

12. Content

You or Your end user may provide, upload, or originate data, content, or other materials in the use of a Beta Offering, which may be imported, accessed, used, stored, transmitted, reviewed, extracted, or processed by Zoom based on instructions from You or the nature of the Beta Offering (collectively, “Content”). Content also includes any resulting derivatives, analytics, outputs, visual text, displays, or data sets created by Zoom resulting from the data, content, or other materials or sources provided by You or Your end user. You consent to Zoom use of Content for the following reasons (the “Permitted Uses”): (i) consistent with this Agreement and as required to perform our obligations and provide the Beta Offering; (ii) in accordance with our Privacy Statement; (iii) as authorized or instructed by You; (iv) as required by Law; or (v) for legal, safety or security purposes, including enforcing our Acceptable Use Guidelines. You grant Zoom a perpetual, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license and all other rights required or necessary for the Permitted Uses. You further agree that Zoom owns all rights, title, and interest in and to telemetry data, product usage data, diagnostic data, and similar data that Zoom collects or generates in connection with Your or Your End Users’ use of the Beta Offering. Zoom may use consultants, contractors, service providers, subprocessors, and other Zoom-authorized third parties in connection with the delivery of the Beta Offering.

You are responsible for any claims relating to any Content, including claims that Content violates the rights of another. Zoom reserves the right to remove from the Beta Offering or its systems any Content that creates a risk to Zoom, as determined by Zoom. You agree that Zoom has no responsibility or liability for the deletion or failure to store Content and other communications maintained or transmitted through use of a Beta Offering. You are solely responsible for securing and backing up Content. Wherever possible, You shall use “dummy data” in a nonproduction environment.  

You represent and warrant that, prior to making any Content available through Your use of a Beta Offering, You have obtained all necessary consents with respect to the Content for participation in the Beta Program and use of the Beta Offering, including, without limitation, for the sharing of such Content with Zoom, its employees, consultants, and its authorized third parties. You acknowledge that Zoom may provide a customizable sample notice for Your use in connection with a Beta Offering, but that You are ultimately responsible for assuring compliance with applicable privacy and data security requirements, including, without limitation, providing sufficient notice to meeting participants regarding the collection and use of Content by You, Zoom, and others as required by applicable law.

Zoom may also access, use, preserve, or disclose account information and Content if legally required to do so or on a good faith belief that such access, use, preservation, or disclosure is reasonably necessary to comply with legal process or request; to enforce this Agreement; to detect or prevent fraud, security, or technical issues; or to protect the rights, property, or safety of Zoom, its end users, customers, or the public as permitted by law.

 

13. General Availability; Future Roadmap

Zoom may, in its sole discretion and at any time, choose to make a Beta Offering generally available to the public and remove the Beta Offering from the Beta Program. Prior to Zoom making a Beta Offering generally available, Zoom makes no representation that the Beta Offering will comply with any potentially applicable laws (including regulations) during the Beta Program. You acknowledge that (i) additional laws and regulations may apply to a Beta Offering upon general release, and (ii) You may be required to accept additional contract terms, pay for access to the generally available version of a Beta Offering to enable continued use, or both. You acknowledge that participation is voluntary and for the sole purpose of assisting and benefiting Zoom in the advancement of the Beta Program and Beta Offering. You acknowledge that (a) Zoom has not made any representations, promises, or guarantees that a Beta Offering will ever be announced or made generally available or otherwise available to anyone, and (b) Zoom has no express or implied obligation to You to announce or make a Beta Offering generally available or otherwise available.  

Any future plans or roadmap information provided during the Beta Program is intended solely to outline general product direction and should not be relied on in making a purchasing decision and does not represent a commitment or legal obligation to deliver any material, code, or functionality. Future plans or roadmap information is intended for informational purposes only and may not be incorporated into any contract. Any forward-looking indication of plans for products, including the development, release, and timing of any features or functionality, is preliminary and all future release dates are tentative and are subject to change without notice. You acknowledge that a Beta Offering or a Beta Program could be or include material nonpublic information, and therefore, You shall not offer to sell, sell, or otherwise enter into any transaction in connection with Zoom stock to the extent You are aware of or in the possession of any of Zoom’s material nonpublic information. 

 

14. Indemnification

You shall defend, indemnify, and hold harmless Zoom, its Affiliates, and their respective officers, directors, members, employees, consultants, agents, suppliers and representatives from any third-party allegations, suits, claims, or demands and associated liabilities, costs, damages, and expenses (including, but not limited to, attorneys’ fees, expert fees, and court costs) (collectively, “Claims”) arising from or related to Your or Your end users’: (a) violation of this Agreement; (b) infringement or violation of the intellectual property rights of another; (c) violation of any law; or (d) act or omission resulting in personal injury or property damage.

 

15. LIMITATION ON LIABILITY

Please read this section carefully as it limits the liability of Zoom to You.

IN NO EVENT WILL ZOOM OR ITS AFFILIATES BE LIABLE TO YOU OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY, OR OTHER FORM OF ACTION, AND INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND EVEN IF YOU HAVE ADVISED ZOOM OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT, AND THAT THESE LIMITATIONS APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

 

16. International Use; Export Controls; Sanctions 

You acknowledge that the Beta Offerings, or a portion thereof, are subject to the Export Administration Regulations, 15 C.F.R. Parts 730-774, of the United States and may be subject to other applicable country export control and trade sanctions laws (“Export Control and Sanctions Laws”). You shall not, and shall not permit any of Your end users of a Beta Offering, to access, use, export, re-export, divert, transfer, or disclose any part of a Beta Offering or any related technical information or materials, directly or indirectly, in violation of any applicable export control or trade sanctions law or regulation. You represent and warrant that: (i) You and Your end users (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that You and Your end users will not access or use a Beta Offering, or export, re-export, divert, or transfer a Beta Offering, in or to such countries or territories; (b) are not persons, or owned 50% or more, individually or in the aggregate by persons, identified on the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign Sanctions Evaders Lists; and (c) are not persons on the U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of State proliferation-related lists; and (ii) You and Your end users located in China, Russia, or Venezuela are not Military end users and will not put Zoom’s Beta Offerings to a Military end user, as defined in 15 C.F.R. 744.21. You are solely responsible for complying with the Export Control and Sanctions Laws and monitoring them for any modifications. 

 

17. Commercial Agreements; Data Processing Addendum; US Privacy Law Addendum

a. The parties intend for this Agreement to be separate and distinct from a master subscription agreement, terms of service, and any other agreement for Zoom services (each, a “Commercial Agreement”) that You may have with Zoom and this Agreement does not become part of, modify, supersede, or amend any Commercial Agreement between You and Zoom. You acknowledge that the terms and conditions of this Agreement govern and control Your use of and access to a Beta Offering and Your participation in the Beta Program and not any Commercial Agreement nor any beta terms that may be contained in a Commercial Agreement.

b. If You are a business, enterprise, or education account owner and Your use of the Beta Offering requires Zoom to process personal data of Your end users under a data processing agreement or addendum (“DPA”) in accordance with Section 6(b), then You acknowledge and agree that Zoom will process such personal data subject to Zoom’s Global Data Processing Addendum  (unless You and Zoom have previously entered into a DPA under a Commercial Agreement or otherwise, in which case Your previously entered into DPA will govern) and such DPA is hereby incorporated into and made a part of this Agreement solely for such purposes.

c. If You (i) are a “business” and we process “personal information” (as those terms are defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020) on Your behalf, (ii) are a “controller” and Zoom processes “personal data” (as those terms are defined by other applicable US state data privacy laws) on Your behalf, or (iii) meet both criteria set out in (i) and (ii), then Zoom’s US State Law Privacy Addendum is incorporated herein by reference and applies to Zoom’s “processing” of Your “personal information” and “personal data” (as those terms are defined under the aforementioned laws).

 

18. AGREEMENT TO ARBITRATE CLAIMS AND CLASS ACTION WAIVER  

You agree to resolve disputes with Zoom through binding arbitration before the American Arbitration Association (“AAA”). Arbitration means that an arbitrator, and not a judge or a jury, will decide the dispute. This Agreement also prevents You from bringing or participating in any kind of class, collective, or mass action, private attorney general action, or any other proceeding brought against Zoom by someone else.

a. Covered Disputes You agree that any dispute or claim arising between You and Zoom concerning the Beta Program, the Beta Offering, including any related software, hardware, advertising or marketing communications related to the subject matter herein, will be resolved by binding arbitration, rather than in court.

b. Exceptions to Arbitration This Agreement does not require arbitration of the following types of claims: (1) small claims court actions brought by either You or Zoom, if the requirements of the court are met and the claims are only on an individual basis; and (2) claims pertaining to domain names or intellectual property rights, including trademarks, trade dress, trade secrets, copyrights, and patents.

c. Arbitration Procedure The AAA will conduct any arbitration under its Commercial Arbitration Rules unless You are an individual and use the Beta Offering for personal or household use, in which case AAA’s Consumer Arbitration Rules will apply. Visit www.adr.org for more information. In the event of a conflict between any applicable AAA rules and the terms of this Agreement, the terms of this Agreement will govern to the extent necessary to resolve the conflict. If AAA is not available to arbitrate, the parties will select an alternative arbitral forum and, if they cannot agree, will ask the court to appoint an arbitrator pursuant to 9 U.S.C. § 5. Arbitration hearings will take place in one of the following locations: (i) where You reside or use the Beta Offering, (ii) in San Jose, California, or (iii) in another location that You and Zoom agree upon in writing. A single arbitrator will be appointed. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees). Any arbitration award may be enforced (such as through a judgment) in any court with jurisdiction. Under AAA Rules, the arbitrator rules on his or her own jurisdiction, including the arbitrability of any claim; however, a court has exclusive authority to enforce the prohibition on arbitration on a class-wide basis or in a representative capacity.

d. Arbitration Fees Your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in AAA’s rules. If You have a gross monthly income of less than 300% of the federal poverty guidelines, You are entitled to a waiver of arbitration fees and costs. If You cannot afford to pay AAA’s fees and AAA denies Your request for a waiver of fees, Zoom will pay them for You.

e. Requirement to File Within One Year Notwithstanding any other statute of limitations, and exclusive of any claims or causes of action that are subject to Section 18(b) (Exceptions to Arbitration), any claim or cause of action under this Agreement must be filed within one (1) year after such claim or cause of action arose or else that claim or cause of action will be permanently barred.

f. Severability of Class Action Waiver If the class action waiver is found to be illegal or unenforceable as to all or some parts of a dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. 

 

19. Miscellaneous Terms

a. Notice Zoom may give notice by (i) electronic mail to Your e-mail address on record in Your account information, (ii) written communication sent by letter delivered by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid mail to Your address on record in Your account information. You may give notice to Zoom (such notice shall be deemed given when received by Zoom) by (x) letter delivered by a nationally recognized overnight delivery service or first-class postage prepaid mail to Zoom at 55 Almaden Blvd, San Jose, CA, 95113, Suite 600, USA, addressed to the attention of: Legal or (y) email to legal@zoom.us, addressed to the attention of: Legal.

b. No Agency Relationship The parties do not intend for this Agreement to create an express or implicit agency relationship in accordance with federal or state common law of agency. Each party is intended to be an independent contractor and no agency relationship is created under this Agreement. 

c. No Third-Party Rights or Remedies This Agreement does not and is not intended to confer any enforceable rights or remedies upon any person other than Zoom and You.

d. Assignment; Successors and Assigns You may not assign Your rights or transfer any of Your obligations under this Agreement without the express written consent of Zoom and such consent may be granted or withheld in Zoom’s sole discretion.  Zoom may assign its rights or transfer any or all of its obligations under this Agreement at any time, without prior notice to You. Any purported assignment or transfer in violation of this section is null and void. This Agreement is binding upon, and inures to the benefit of, the parties and their respective permitted successors and assigns. 

e. Changes to this Agreement; Additional Terms Zoom reserves the right to modify the terms and conditions of this Agreement from time to time, and Zoom will use commercially reasonable efforts to communicate any material change to You. Use of the Beta Offering may require acceptance of new, modified, or additional terms of use from time-to-time by and through You, Your administrator, or other account owner. By continuing to use the Beta Offering or participate in the Beta Program and not issuing a notice of termination of this Agreement, unless expressly prohibited by law, You agree that such actions will be deemed acceptance of, and Your agreement to be bound by, any such new, modified, or additional terms. 

f. Merger; Conflicts The parties intend for this Agreement to constitute the final agreement between the parties, and that it is the complete and exclusive expression of the parties’ agreement on the matters contained herein. All prior or contemporaneous writings, negotiations, and discussions between the parties with respect to its subject matter are expressly merged and superseded by this Agreement. In entering into this Agreement, neither party has relied upon any statement, representation, warranty, or agreement of the other party except to the extent expressly contained in this Agreement. In the event of a conflict between any other agreement between the parties and this Agreement with respect to the subject matter of this Agreement, the terms of this Agreement will control. You acknowledge that no text or information set forth on any purchase order, preprinted form, or other document can add to or vary the terms and conditions of this Agreement.

g. Severability If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the parties do not intend for this determination to affect or impair the validity, legality, and enforceability of the remaining provisions of this Agreement in any way.

h. Survival All sections of this Agreement which, by their nature should survive termination will survive termination, including, without limitation, sections pertaining to confidential information, any payment obligations, warranty disclaimers, indemnification, arbitration, and the limitation on liability.

i. Governing Law; Forum Selection The laws of the State of California, U.S.A., regardless of conflict of laws principles, govern all matters arising out of or relating to this Agreement, except that the Federal Arbitration Act governs provisions relating to arbitration. Except as otherwise provided in Section 18 (Agreement to Arbitrate Claims and Class Action Waiver), the parties consent to the exclusive jurisdiction and venue of the state courts located in and serving Santa Clara County, California and the federal courts in the Northern District of California. Notwithstanding the above, the parties agree that this paragraph does not preclude either party from initiating any legal, administrative, or regulatory proceedings (including nullity proceedings) before the Patent or Trademark Trial and Appeal Boards, the United States Patent and Trademark Office, the United States Copyright Office, any foreign patent, copyright, or trademark office, or any other such foreign or domestic administrative or regulatory body, regarding the validity or enforceability of any copyright, patent, trade secret, trademark or other intellectual property right assigned to either party to this Agreement.

j. Ambiguity and Headings The parties intend that any ambiguity in this Agreement will be resolved and interpreted as closely as possible to meet the intent of the parties. The captions and headings appearing in this Agreement are for reference only and are not intended to be considered in construing this Agreement.