FREE TRIAL TERMS OF SERVICE
Effective Date: August 11, 2023
PLEASE READ THESE FREE TRIAL TERMS OF SERVICE (THIS “AGREEMENT”) CAREFULLY. THIS AGREEMENT IS BETWEEN YOU AND ZOOM VIDEO COMMUNICATIONS, INC., AND ITS AFFILIATES (“ZOOM”) AND GOVERNS YOUR ACCESS TO, EVALUATION OF, AND USE OF THE FREE TRIAL PRODUCTS AND SERVICES MADE AVAILABLE TO YOU BY ZOOM. BY ACCEPTING THESE TERMS AND CONDITIONS OR ACCESSING OR USING ANY TRIAL PRODUCTS OR SERVICES, YOU AGREE TO 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. THE TERM “END USER” HEREIN MEANS A “HOST” OR “PARTICIPANT” WHO ACCESSES OR USES THE TRIAL OFFERING. YOU MAY REVIEW THE DEFINITION OF HOST OR PARTICIPANT IN “SECTION A. DEFINITIONS” OF THE ZOOM SERVICE DESCRIPTION.
PLEASE BE ADVISED: THIS AGREEMENT INCLUDES AN EXCLUSION 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.
- Trial Offering; Support.The trial 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 a free trial (each, a “Trial Offering”). Each Trial Offering may be more fully described in documentation or other materials provided to You by Zoom at the time You are given access to the Trial Offering or otherwise made available to you during the Term of this Agreement. The Trial Offering may be described in the Services Description, which may be updated from time to time by Zoom during the Term of this Agreement without notice to you. Zoom does not offer any service level agreement for a Trial 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 Trial Offering at any time, with or without notice, and without any obligation or liability.
- Eligibility; Participation; Restrictions on Sharing.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 Trial Offering. If You cease to meet Zoom’s eligibility criteria, then Zoom may immediately terminate Your access to and use of the Trial Offering.You shall provide any information required by Zoom and, if required, create an account to use the Trial Offering. You shall follow all instructions from Zoom in order to access, use, and create an account for the Trial 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 Trial 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.You may not share an account or any other user rights with any other individual, unless otherwise expressly approved by Zoom in writing. You may not share any login credentials or passwords regarding the foregoing with any other individual. You acknowledge that sharing of any such rights is strictly prohibited. Your use and access to the Trial Offering is personal to You and not assignable. You may not transfer any account or any other user rights with any other individual, except upon (a) an individual termination of employment or relationship with their employer, as applicable, or (b) Zoom’s prior written approval.
- Access and Use; Software License.Subject to the terms of this Agreement, You may access and use the Trial Offering during the Term. To the extent that access to or use of any portion of the Trial Offering requires or allows for you to download, use, or install Zoom software (“Software”), Zoom grants You a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable, royalty-free, license to the Software in object code format on a compatible device for Your internal use only, solely to access and use the Trial Offering during the applicable Term. You acknowledge that Your access to and use of the Trial Offering and Software under this Section 3 (Access and Use; Software License) is revocable in Zoom’s sole discretion.
- Changes to Trial Offering; Suspension, Discontinuance, and Termination of Access and Use.You acknowledge and agree that the form and nature of the Trial Offering may change from time to time without prior notice to You including, but not limited to, the removal or modification of certain features or functionality of the Trial Offering. 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 the Trial Offering 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 Trial Offering.
- Term and Termination of Agreement; Effect of Termination.The term (“Term”) of this Agreement commences as of the date You first access or use the Trial Offering and continues until (i) Your access or use expires or otherwise ceases, (ii) You enter into an Order Form for the Trial Offering that is made generally available by Zoom, or (iii) either party terminates this Agreement 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, Your use of and access to the Trial Offering shall terminate and You and Your End Users shall immediately cease use of the Trial Offering.
- Acceptable Use; Prohibited Uses.You agree that use of a Trial Offering by You and Your End Users may be subject to one or more of 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 Trial 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 Trial 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 Trial 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 Trial 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 Trial 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.You agree that Zoom may restrict or prohibit You or Your End Users from (i) use of a Trial Offering in certain use cases and within certain industry verticals, and (ii) allowing or enabling Zoom’s receipt, use, access, 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, personally identifiable information, financial data, education records, or similar sensitive information.
- 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 TRIAL 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 TRIAL 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 TRIAL 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 TRIAL OFFERING: (A) IS NOT COMPLETE IN DEVELOPMENT AND MAY NOT BE 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 AND YOU SHALL NOT USE ANY TRIAL OFFERING FOR SUCH PURPOSES; (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 TRIAL OFFERING.
- Compliance with Laws; Consents.You are solely responsible for compliance with all laws that apply to Your use, access, and receipt of a Trial 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 Trial Offerings. You are solely responsible for Your End Users’ access to and use of the Trial Offerings in compliance with this Agreement and all applicable law.
- 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 or any Trial 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 and service 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 to 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.
- Proprietary Rights.You acknowledge and agree that Zoom owns all legal right, title, and interest in and to the Trial 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, know-how, trademarks, and other rights therein (“Proprietary Rights”). 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 Trial Offering is made available to You without any financial compensation or reimbursement of any kind from Zoom. You acknowledge the importance of communication with Zoom while accessing or using the Trial Offering. You shall provide reasonable feedback and information, as requested. In the event You request to opt out from such communications, Your access to and use of a Trial Offering may be canceled. During access to and use of the Trial Offering, You and Your End Users may provide feedback and information regarding the use of the Trial 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 Trial Offering, 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 Trial 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 Trial Offering or underlying technology of a Trial Offering. All Feedback is and will be treated as confidential until Zoom, in its sole discretion, chooses to make any specific Feedback non-confidential.
- Zoom Phone Services; Emergency Calling Services; Charges.If the Trial Offering includes telephony, voice over Internet protocol, or any other phone-related services, then 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 the Trial Offering. If a Trial Offering involves the use of Zoom phone services, that Trial Offering may not be intended for, or provide emergency services connectivity for, some or all of the Trial Offering, and You agree to provide or continue emergency services access via another service and to inform End Users that emergency calling is not available through the Trial 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 Trial Offering.
- Content.You or Your End Users may provide, upload, or originate data, content, or other materials in the use of a Trial Offering (collectively, “Content”), which may be imported, accessed, used, stored, transmitted, reviewed, extracted, or processed by Zoom based on instructions from You or the nature of the Trial Offering. Content also includes any resulting derivatives, analytics, outputs, visual text, translations, displays, or data sets created by, provided by, or made available by Zoom resulting from the data, content, or other materials or sources provided by You or Your End Users; however, You acknowledge for clarity, that no Content created by, provided by, or made available by Zoom results in the transfer, conveyance, assignment, or any other ownership transfer of Zoom’s Proprietary Rights to You in any way and that Zoom retains all Proprietary Rights as set forth in Section 10 (Proprietary Rights). 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 Trial 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 Trial Offering. Zoom may use consultants, contractors, service providers, subprocessors, and other Zoom-authorized third parties in connection with the delivery of the Trial 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 Trial 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 Trial Offering. You are solely responsible for securing and backing up Content. Wherever possible, You shall use “dummy data” with any Trial Offering.
You represent and warrant that, prior to making any Content available through Your use of a Trial Offering, You have obtained all necessary consents with respect to the Content for access to and use of the Trial Offering, including, without limitation, for the sharing of such Content with Zoom, its employees, consultants, sub-processors, and its other authorized third parties. You acknowledge that Zoom may provide a customizable sample notice for Your use in connection with a Trial Offering, but that You are ultimately responsible for assuring compliance with applicable privacy and data security requirements, including, without limitation, providing sufficient notice to Your End Users of the Trial Offering including, but not limited to all meeting participants and chat participants, regarding the collection and use of Content by You, Zoom, and others as contemplated under the terms of this Agreement or 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.
- General Availability; Future Roadmap.Zoom may, in its sole discretion and at any time, choose to make a Trial Offering generally available to the public and remove the Trial Offering. Zoom makes no representation that the Trial Offering will comply with any potentially applicable laws (including regulations). You acknowledge that (i) additional laws and regulations may apply to a Trial 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 Trial Offering to enable continued use, or both. You acknowledge that access and use is voluntary and for the sole purpose of assisting and benefiting Zoom in the advancement of the Trial Offering. You acknowledge that (a) Zoom has not made any representations, promises, or guarantees that a Trial 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 Trial Offering generally available or otherwise available.Any future plans or roadmap information provided during the Term 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 Trial Offering 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.
- Indemnification.You shall defend, indemnify, and hold harmless Zoom, its Affiliates, licensors, and suppliers (the “Indemnified Parties”) and each of the Indemnified Parties respective officers, directors, members, employees, consultants, representatives, and agents 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) dispute between each other; (b) violation of this Agreement; (c) infringement or violation of the intellectual property rights of another; (d) violation of any law; or (e) act or omission resulting in personal injury or property damage.
- 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.
- International Use; Export Controls; Sanctions.You acknowledge that the Trial 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 Trial Offering, to access, use, export, re-export, divert, transfer, or disclose any part of a Trial 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 Trial Offering, or export, re-export, divert, or transfer a Trial 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 Trial 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.
- Commercial Agreements; Data Processing Addendum; US Privacy Laws.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 the Trial Offering and not any Commercial Agreement nor any free trial terms that may be contained in a Commercial Agreement.Notwithstanding the foregoing, if You are a business, enterprise, or education account owner and Your use of the Trial Offering requires Zoom to process personal data of Your End Users under a data processing agreement, then You acknowledge and agree that the Global Data Processing Addendum or Agreement (“DPA”) entered into between You and Zoom, as an addendum to, or as a separate agreement related to, your Commercial Agreement, governs Zoom’s processing of any personal data under this Agreement and such DPA is hereby incorporated into and made a part of this Agreement solely for such purposes.If You are (i) 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) 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) You 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).
- 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.
- Covered Disputes. You agree that any dispute or claim arising between You and Zoom concerning the Trial 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.
- 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.
- Arbitration Procedure. The AAA will conduct any arbitration under its Commercial Arbitration Rules unless You are an individual and use the Trial Offering for personal or household use, in which case AAA’s Consumer Arbitration Rules will apply. Visit 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 Trial 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.
- 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.
- 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.
- 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.
- Miscellaneous Terms.
- 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 must give notice to Zoom (and such notice shall be deemed given when received by Zoom) by 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,” with an email copy to firstname.lastname@example.org, addressed to the attention of “Legal.”
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.