·Beta Program - Terms of Use

·Updated on August 18, 2023

·PLEASE READ THESE BETA PROGRAM TERMS OF USE (THIS "AGREEMENT") CAREFULLY. THIS AGREEMENT IS BETWEEN YOU AND ZOOM 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.

• 1Beta 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.
• 2Eligibility; 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.
• 3Right 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.
• 4Changes 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.
• 5Term 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.
• 6Acceptable Use; Prohibited Uses
• 6.1You 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.
• 6.2You 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.
• 7As-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.
• 8Compliance 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.
• 9Confidential 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.
• 10Proprietary 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.
• 11Zoom 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.
• 12Content 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.
• 13General 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.
• 14Indemnification 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.
• 15LIMITATION 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.
• 16International 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.
• 17Commercial Agreements; Data Processing Addendum; US Privacy Law Addendum
• 17.1The 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.
• 17.2If 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.
• 17.3If 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).
• 18AGREEMENT 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.
• 18.1Covered 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.
• 18.2Exceptions 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.
• 18.3Arbitration 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.
• 18.4Arbitration 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.
• 18.5Requirement 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.
• 18.6Severability 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.
• 19Miscellaneous Terms
• 19.1Notice 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.
• 19.2No 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.
• 19.3No 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.
• 19.4Assignment; 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.
• 19.5Changes 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.
• 19.6Merger; 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.
• 19.7Severability 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.
• 19.8Survival 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.
• 19.9Governing 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.
• 19.10Ambiguity 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.

·Acceptable use guidelines

·Zoom supports the free and open exchange of thoughts and ideas. We are proud to facilitate meaningful conversations and professional collaboration around the world. Zoom provides a high-quality portal to domestic and cross-border communication that, in some places, might not otherwise take place. Below is a guide to the standards of behavior we expect of all our users.

·If there are instances of violations of these Acceptable Use Guidelines, we want you to report it to us by using this form.

·Zoom's trust and safety principles

·Zoom is dedicated to delivering happiness to our users.

• ·We bring together a diverse community of people to collaborate with each other.
• ·We view it as a great privilege to support the variety of users who entrust us with their communications, from our roots in business to families and friends, to hospitals, legislatures, schools and universities.
• ·We take seriously our duty to safeguard the free and open exchange of thoughts and ideas on Zoom.
• ·We care deeply for our users and the virtual and physical communities in which they live, work, and play.
• ·We are committed to providing our users with a welcoming, respectful and safe place to work, learn, play and share their voices.

·Abuse

·You may not engage in the targeted harassment of someone or encourage others to do so. We consider abusive behavior as an attempt to harass, intimidate, or silence someone else's voice. Accounts that do so may be permanently suspended.

·Hateful conduct

·You may not promote violence against, threaten, or harass other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease. We reserve the right to consider and add additional categories. You may not use your username, display name or profile information to abuse or threaten anyone. Accounts that do so may be permanently suspended. Moreover, there is no place on Zoom for organizations that promote violence against, threaten, or harass other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease.

·Hateful conduct policy

·There is no place for hateful conduct on Zoom. If you engage in hateful conduct, including, for example, posting or sending hateful imagery, making violent threats, targeting others with hateful or abusive speech, including profanity, or encourage anyone else to do those things, you will be blocked from Zoom.

• ·We believe that hateful conduct is conduct that promotes violence against or directly attacks or threatens other people on the basis of race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease. We will not allow access to Zoom to those who have used or intend to use it for the purpose of inciting harm towards others on the basis of these categories.
• ·We believe that hateful imagery includes logos, symbols, or images whose purpose is to promote hostility and malice against others based on their race, ethnicity, national origin, caste, sexual orientation, gender, gender identity, religious affiliation, age, disability, or serious disease. Some examples of hateful imagery include:
• ·symbols historically associated with hate groups (e.g., the Nazi swastika);
• ·images depicting others as less than human, or altered to include hateful symbols (e.g., altering images of individuals to include animalistic features);
• ·images altered to include hateful symbols or references to a mass murder that targeted a protected category (e.g., manipulating images of individuals to include yellow Star of David badges, in reference to the Holocaust).
• ·We believe violent threats include declarative statements of intent to inflict injuries that would result in death or serious and lasting bodily harm. We also believe that hateful or abusive speech, including the use of profanity to harass or abuse, has no place on Zoom. Please see our Violent Threats Policy for more information.
• ·If you are found to have violated this policy, you will be permanently suspended from Zoom. If you believe our finding is wrong, you can submit an appeal.

·Glorification of violence

·You may not use Zoom to threaten or call for violence, serious physical harm, death, or disease to an individual or group of people. We also prohibit the celebration of any violent act that may inspire others to replicate it or that targets people because of their membership in a protected group. Repeated violations will result in permanent suspension.

·Violent threats policy

·There is no place for violent threats or the glorification of violence on Zoom.

• ·We believe that violent threats include statements of an intent to kill or inflict serious physical harm on a specific person or group of people. We define stating an intent includes statements like "I will", "I'm going to", or "I plan to", as well as conditional statements like "If you do X, I will." Some examples of violent threats include:
• ·threatening to kill someone;
• ·threatening to sexually assault someone;
• ·threatening to seriously hurt someone and/or commit a violent act that could lead to someone's death or serious physical injury;
• ·asking for or offering a financial reward in exchange for inflicting violence on a specific person or group of people.

·Illegal or certain regulated goods or services

·You may not use Zoom to promote, trade, or engage in the following:

• ·Counterfeit goods and services;
• ·Drugs and controlled substances;
• ·Human smuggling or trafficking;
• ·Products made from endangered or protected species;
• ·Sexual services;
• ·Gambling, betting or wagering activities;
• ·Unauthorized multi-level marketing businesses; Stolen goods; or
• ·Content related to weapons - including firearms, ammunition, and explosives - that takes place outside of a safe and controlled environment. You may not use Zoom for content related to homemade weapons, including bombs, 3D printed guns, etc. You also may not use Zoom to engage with weapons in a way that violates other Acceptable Use Guidelines or Zoom's Terms of Service.

·Sensitive content

·Sensitive content is prohibited on Zoom. We define sensitive content as content that depicts or promotes graphic violence, adult content, gratuitous gore, hateful imagery, and child exploitation material. We consider graphic violence to be any form of gory media related to death, serious injury, violence, or surgical procedures. We consider adult content to include pornography and other content intended to cause sexual arousal, and most nudity. We consider child exploitation material to be any content that depicts or promotes sexual abuse or activity involving children. This type of content will not be tolerated on Zoom. Accounts that violate the Sensitive Content Policy may be permanently suspended.

·Sensitive content policy

·There is no place on Zoom for certain sensitive content, including graphic violence, adult content, gratuitous gore, hateful imagery, and child sexual exploitation material.

• ·We believe graphic violence is media that depicts death, violence, or serious physical injury in graphic detail. Some examples include:
• ·violent crimes or accidents;
• ·physical fights;
• ·physical child abuse;
• ·bodily fluids including blood, feces, semen, etc.;
• ·serious physical harm, including visible wounds; and
• ·severely injured or mutilated animals.
• ·We believe adult content is any media that is pornographic or intended to be sexually gratifying, whether photo or video, cartoon or animated. In the case of nudity, we restrict it by default to prevent people from sharing non-consensual or underage content, and out of consideration for those in our communities who may be sensitive to it. We understand that nudity can be shared for a variety of reasons, including for educational or medical reasons. Where such intent is clear, we may make allowances.
• ·We believe gratuitous gore is any media that depicts excessively graphic or gruesome content related to death, violence or severe physical harm, or violent content that is shared for sadistic purposes. Some examples include:
• ·dismembered or mutilated humans;
• ·charred or burned human remains;
• ·exposed internal organs or bones;
• ·animal torture or killing (exceptions are made for food preparation or processing, and hunting).
• ·We believe child sexual exploitation material is any content that depicts or promotes sexual abuse or activity with children. Some examples include:
• ·visual depictions of a child engaging in sexually explicit or sexually suggestive acts;
• ·illustrated, computer-generated or other forms of realistic depictions of a human child in a sexually explicit context, or engaging in sexually explicit acts;
• ·sexualized commentaries about or directed at a known or unknown minor;
• ·links to third-party sites that host child sexual exploitation material;
• ·sharing fantasies about or promoting engagement in child sexual exploitation;
• ·expressing a desire to obtain materials that feature child sexual exploitation;
• ·recruiting, advertising or expressing an interest in a commercial sex act involving a child, or in harboring and/or transporting a child for sexual purposes;
• ·sending sexually explicit media to a child;
• ·engaging or trying to engage a child in a sexually explicit conversation;
• ·trying to obtain sexually explicit media from a child or trying to engage a child in sexual activity through blackmail or other incentives; and
• ·identifying alleged victims of childhood sexual exploitation by name or image.
• ·If you are found to have violated the Sensitive Content policy, you will be blocked from the Zoom platform. If you believe our finding is wrong, you can submit an appeal.
• ·If the violation is related to child sexual exploitation material Zoom will make a report to the National Center for Missing and Exploited Children or other entities as required by law. Where warranted, we may make a report to law enforcement.

·Suicide or self-harm

·You may not promote or encourage suicide or self-harm. When we receive reports that a person is threatening suicide or self-harm, we may take a number of steps to assist them, such as reaching out to that person and providing resources such as contact information for mental health professionals. If you see any information on Zoom indicating that someone might harm themselves, please let us know as soon as possible by filing this report.

·Violent extremist groups

·We prohibit accounts that affiliate with organizations that use or promote violence against civilians to further their causes, either on or off the platform.

·Terrorism and violent extremism policy

·There is no place for terrorist or violent extremist groups on Zoom, or for those who affiliate with them or promote their activities.

• ·We believe terrorist organizations are those groups subject to national and international terrorism designations.
• ·We believe violent extremist groups are those groups that:
• ·identify through their stated purpose, publications, or actions as an extremist group; have engaged in, or currently engage in, violence and/or the promotion of violence as a means to further their cause; and
• ·target civilians in their acts and/or promotion of violence.
• ·We will examine a group's activities both on and off Zoom to determine whether they engage in and/or promote violence against civilians to advance a political, religious and/or social cause.
• ·Some specific examples of prohibited conduct under this policy:
• ·engaging in or promoting acts on behalf of a terrorist organization or violent extremist group;
• ·recruiting for a terrorist organization or violent extremist group;
• ·providing or distributing services (e.g., financial, media/propaganda) to further a terrorist organization's or violent extremist group's stated goals;
• ·using the insignia or symbols of terrorist organizations or violent extremist groups to promote them.
• ·If you are found to have violated this policy, you will be blocked from the Zoom platform. If you believe our finding is wrong, you can submit an appeal.

·Private information

·You may not post other people's private information without their express permission, or threaten to do so, or try to get others to do so. In other words, no doxxing. Accounts that do so may be permanently suspended. Private information can include home address or physical location information, including street addresses, GPS coordinates or other identifying information related to locations that are considered private; identity documents, including government-issued IDs and social security or other national identity numbers; photo images of them; contact information, including non-public personal phone numbers or email addresses; financial account information, including bank account and credit card details; and other private information, including biometric data or medical records.

·Spam

·You may not use Zoom to spam anyone. Accounts that do so may be permanently suspended. Spam is generally defined as mass unsolicited or aggressive activity that attempts to manipulate or disrupt Zoom or the experience of Zoom users to drive traffic or attention to unrelated accounts, products, services, or initiatives.

·Copyright, trademark, defamation, right of publicity, and impersonation

·You may not upload or distribute content on Zoom that you do not have a right to transmit under any law, including trademark and copyright law, or under contractual or fiduciary relationships. You also may not use Zoom to defame others, impersonate anyone, or use another's name or image without their permission. Accounts that do so may be permanently suspended.

• ·Copyright is a form of legal protection for original works, like books, movies, photos and music. Copyright law prevents others from copying or displaying another's work without permission subject to a few exceptions, most commonly fair use. "Fair use" is typically a use for criticism, comment, news reporting, teaching, scholarship, or research.
• ·A trademark is a word, logo, phrase, or design that distinguishes a trademark owner's good or service in the marketplace. Trademark law prevents someone from using a trademark to confuse others about whether a product or service is authentic, or to suggest that there is a relationship with the trademark owner when there is not.
• ·Defamation (slander/libel) is to make false statements about someone that damage that person's reputation.
• ·The "right of publicity" is using someone else's name, persona, or image for marketing or advertising purposes without their permission.
• ·Impersonation is pretending to be someone you are not.

·AI

·You may not use Zoom's AI features, including ZoomMate, in any way that violates the Acceptable Use Guidelines, including to:

• ·make a decision with significantly limited or no human input that produces legal or similarly significant effects, including provision or denial of financial or lending services, housing, insurance, education enrollment or opportunity, criminal justice, employment opportunities, health care services or access to essential goods or services
• ·attempt to infer a person's emotional state from their physical, physiological, or behavioral characteristics based on non-text inputs (e.g., facial expressions, facial movements, or speech patterns)
• ·attempt to categorize people based on their biometric data to deduce or infer their race, political opinions, trade union membership, religious or philosophical beliefs, sex-life or sexual orientation
• ·unlawfully impersonate the voice or image of any person, including to unlawfully gain information or privileges

·Updates

·Zoom's policies may require modifications in order to comply with applicable laws and regulatory requirements. Any such changes to Zoom's policies will be posted here. If you would like to receive notification of updates to our policies, please provide your email address in the box below.