Paid Application Terms Addendum

·Paid Application Terms Addendum

·Effective August 2022

·The terms of this Paid Application Terms Addendum ("Paid App Terms") to the Marketplace Developer Agreement ("Agreement") shall supplement the Marketplace Developer Agreement, and shall apply to any Paid Application that you Publish (and digital media, content or services made available through your Paid Application, including as made available through in-app purchases) through the Zoom Marketplace or other Zoom Products. Any defined terms used, but not defined herein, shall have the meanings ascribed to them in the Marketplace Developer Agreement.

11. Appointment of Zoom as Agent for Distribution of your Paid Application.

1.11.1 Approval. Any Paid Application that you Publish or otherwise make available through the Zoom Marketplace or other Zoom Products is subject to our approval of your Paid Application as set forth in Section 2 of the Agreement and the approval of your Payment Account (defined below) application by Zoom or its designated payment processor. If your Application was previously approved and offered at no charge and you wish to Publish your Application as a Paid Application, you must resubmit your Application for approval as a Paid Application. For your Paid Application, you must provide, among other information, your tax identification number ("TIN") or completion of documentation of your tax-exempt status, together with completed copies of applicable documentation (e.g., a W-9 or W-8) for tax reporting purposes. The specific information required from you will be set forth in the Zoom Marketplace. You are responsible for providing complete, accurate and updated information, including as to your tax status.

1.21.2 Zoom As Agent. You hereby appoint us as your agent for the offer, sale, and delivery of your Paid Applications to End Users via the Marketplace or within other Zoom Products pursuant to the terms of this Paid Application Terms Addendum. Without limiting the generality of the foregoing, you authorize us to (i) solicit, obtain and manage orders for the sale of your Paid Applications in accordance with the applicable retail pricing specified by you in accordance with Section 3.2 below; and (ii) provide billing, tax collection, payment processing, marketing and promotion services on your behalf subject to the terms and conditions of the Agreement, including the issuance of invoices to End Users for the applicable retail price of your Paid Application. Zoom hereby accepts such appointment, subject to the terms and conditions of this Agreement. You are solely responsible for hosting and delivering any and all digital media, content, and services made available through your Paid Application. You acknowledge that our relationship is that of principal and agent. Except with respect to the responsibilities delineated to Zoom as the agent, you, as the principal to the transaction with the End User (for which you will enter Your Terms pursuant to Section 2.8 of the Agreement), are solely responsible worldwide for compliance with all applicable laws and other obligations to such End Users. Our appointment as your agent shall expire thirty (30) days following the end of the term of the Agreement (or any applicable wind-down period).

22. Payment Processing

2.12.1 Payment Account. As a prerequisite to offering your Paid Application using Zoom's designated third party payment processor(s), you must establish and maintain a valid Payment Account with our designated third party payment processor(s) (the "Payment Processor"). A "Payment Account" is a financial account issued by the Payment Processor that enables such Payment Processor to collect and remit payment on your behalf relating to the sale of your Paid Application (including digital media, content or services made available through your Paid Application, including as made available through in-app purchases) on the Marketplace or within other Zoom Products. Funds displayed in your Payment Account are generally eligible for deposit into your external bank account.

2.22.2 Payment Processor Terms and Conditions; Zoom As Vendor of Record. Each Payment Account will be subject to terms and conditions specified in a separate agreement between you and the Payment Processor. Payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to the Paid App Terms or continuing to offer your Paid Application on the Marketplace, you agree to be bound by the Stripe Services Agreement, which may be modified by Stripe from time to time. Please note that Zoom is not a party to the Stripe Services Agreement and that you, the Payment Processor and any other parties listed in the Stripe Services Agreement are the parties to the Stripe Services Agreement; Zoom has no obligations, responsibility or liability to you or any other party under the Stripe Services Agreement. However, if Zoom receives notice that you have violated the Stripe Services Agreement, Zoom may suspend, disable or terminate your ability to offer your Paid Application through Zoom Marketplace. As a condition of Zoom's Marketplace enabling payment processing services through Payment Processor, you agree to provide Zoom accurate and complete information about you and your business, and you authorize Zoom to share it and transaction information related to your use of the payment processing services with our Payment Processor, tax authorities, and as otherwise necessary to provide the Zoom Products. You also authorize Zoom to use such information for related purposes, including trust and safety (to prevent fraud, abuse, and other bad actor behavior), tax and accounting reporting, and billing. Zoom and the Payment Processor will be responsible for billing End Users for your Paid Application. The Payment Processor will be responsible for the regulatory requirements and operational aspects relating to the collection of fees from End Users and remittance of amounts payable to you in accordance with these Paid App Terms. Zoom shall be the merchant of record for all transactions.

2.32.3 Outside Payment Processing. Subject to Zoom's approval, you may use your own payment processor within your Paid Application to process one-time, in-app, and subscription purchases or send users to third party payment portals. You are solely responsible for all legal, compliance, and other obligations associated with the use of your own payment processor.

33. Zoom Rights and Responsibilities.

3.13.1 Transaction limits. As a security measure, Zoom may impose transaction limits on you. For example, we may impose limits related to the value of a given transaction or limits relating to the cumulative value of all transactions per day or other period of time. Zoom shall make commercially reasonable efforts to notify you of any transaction limits in product or by email.

3.23.2 Reserves. In order to manage risk or secure your obligations under these Paid App Terms, we have the right to require a reserve of transaction proceeds (a "Reserve"). This means that the respective portion of your Net Proceeds is reserved as unavailable for disbursement. A Reserve may be placed on your Payment Account if Zoom believes there may be a high level of financial risk associated with you, your Payment Account, your Paid Application, or your transactions. You will be notified via email if a Reserve is applied to your Payment Account. Such email will include the details of the Reserve, including the period of Reserve and the amount of such Reserve. Reserve funds will be used to address potential financial risk such as refunds, chargebacks, claims, or fees, commissions and charges, where your Net Proceeds do not sufficiently cover such charges. Reserve funds that are not used to address refunds, chargebacks, claims or fees, where applicable, will be released to you in full at the end of the corresponding Reserve period on a rolling basis. However, Reserve funds will not be released if, during the Reserve period relating to a particular sale, a buyer raises a case against you, or files a chargeback, and you do not have sufficient funds in your Net Proceeds to cover a potential refund or claim.

3.33.3 Holds. We reserve the right to manage the risks associated with enabling you to offer Paid Applications, by placing restrictions on your access to Net Proceeds when deemed necessary, for example, if we cannot verify your identity or if your buyer files a dispute. You agree that we may instruct the Payment Processor to hold your funds, prior to disbursement. We also may cancel or freeze the settlement of your Net Proceeds as necessary to comply with our legal obligations in connection with fraud prevention, risk management, or regulatory compliance. Any hold placed on your funds will be lifted when the issue is resolved. Separately, if we believe that your actions may result in buyer disputes, chargebacks, increased risk of fraud, counterfeiting, or other claims, then we may, in addition to any applicable Reserve and in our sole discretion, put a hold or deposit delay on your Payment Account balance.

44. Pricing, Commissions and Taxes.

4.14.1 Trial Periods. Subject to approval by Zoom, You may offer your Paid Application for a free trial period, after which End User shall be charged for use of your Paid Application. The length and process for offering a free trial period may be limited in time, scope, or otherwise in Zoom's sole discretion. No more than one free trial may be offered to the same End User for the same Paid Application.

4.24.2 Pricing for Paid Applications. We shall make your Paid Applications available in the Marketplace at retail prices designated by you in your sole discretion, provided such prices meet the requirements specified in our Pricing & Fees FAQ or as otherwise agreed to in writing by you and Zoom.

4.34.3 Subscriptions. All subscriptions for Paid Applications will automatically renew unless canceled by End Users in their account settings or terminated in accordance with these Paid App Terms, the Agreement, or the Marketplace Terms of Use.

4.44.4 Price Changes. Subject to the requirements in our Pricing & Fees FAQ or as otherwise agreed to in writing by you and Zoom, you may change your retail pricing at any time, provided that Zoom, in its sole discretion, may require that any new retail pricing will not apply to existing End Users of subscriptions to Paid Applications that have continuously maintained their End User user accounts in good standing. For End Users of subscription-based Paid Applications, you must provide End Users with sufficient prior notice, as determined by Zoom, of any price increase, and you shall be responsible for obtaining consent from End Users to each such price change; if End Users do not expressly agree, their access to your Paid Application will end at the end of the then current subscription period.

4.54.5 Delinquent End User Payments. We may terminate or suspend an End User's access to your Paid Application in the event of non-payment by any End User of any amounts due. Zoom may allow the end user a grace period prior to termination, in Zoom's sole discretion.

4.64.6 Refunds. All sales are final and non-refundable, provided that we may issue refunds to End Users in our sole discretion. In the event that we issue a refund to any End User, we will deduct the amount refunded from any Net Proceeds (defined below) otherwise credited to your Payment Account or, in the event there are insufficient funds in your Payment Account, we may later withhold such amounts from future Net Proceeds. For example, if an End User purchases a Paid Application for $10 and we later issue a $10 refund, we will deduct $8.50 from your Payment Account based on amounts on hand or at the time such funds are available.

4.74.7 Chargebacks. In the event of a valid chargeback, Zoom will cancel that End User's access to your Paid Application. In such event, we reserve the right to deduct from your Payment Account the amount of any purchase price (less our commission) as well as any applicable chargeback fees. In the event of excessive chargebacks, as determined by Zoom in its sole discretion, we reserve the right to terminate these Paid App Terms.

4.84.8 Recoupment. We reserve the right in our sole discretion to seek reimbursement from you for any funds owed to us that we are unable to recoup from your Payment Account. In addition to any other circumstances set forth in these Paid App Terms, if we have reason to believe you participated in fraudulent activity and we released Net Proceeds to you associated with any such activity, we may seek reimbursement from you. We may seek reimbursement by deducting funds from your Payment Account, withholding funds from future Net Proceeds, or seeking reimbursement by any other lawful means, including by using third-party collections services or by pursuing available causes of action or claims against you. You authorize us to use any or all of the foregoing methods to seek reimbursement. Zoom may suspend your selling privileges at any time pending payment of your outstanding balance.

4.94.9 Commissions; Net Proceeds; Payment Terms. For each sales transaction for each Paid Application under these Paid App Terms, we will retain a percentage of of the gross retail price sales proceeds collected from End Users (excluding Taxes) as an agency commission (the "Zoom Agency Commission"), and remit the remainder of the amounts collected by Zoom from such End Users (excluding Taxes) to you through your Payment Account ("Net Proceeds"). Information about the current Zoom Agency Commission is specified in our Pricing & Fees FAQ or as otherwise agreed to in writing by you and Zoom. For the avoidance of doubt, the Zoom Agency Commission will be kept by Zoom for its own account. You will be paid the Net Proceeds, subject to any applicable deductions or adjustments (e.g., due to refunds and chargebacks) in accordance with these Paid App Terms.

4.104.10 Indirect Taxes. Zoom shall charge End Users for any applicable transaction-based taxes or fees that are required to be collected from the End User (collectively, "Taxes") and remit such Taxes to the applicable taxing or regulatory authorities, as required under applicable laws. You authorize us to provide your name, address and any other information required by any taxing or regulatory authorities relating to our remittance of Taxes on your behalf. You will be solely responsible for determining, calculating, and remitting all taxes payable on your income, relating to your personnel, or otherwise applicable to you (other than as specified in this Section).

4.114.11 Direct Taxes. To the extent Zoom determines a transaction is subject to a US or foreign tax (e.g., withholding tax, Indian TDS, etc.), Zoom will withhold the tax from payment to you and remit such tax to the appropriate authority, unless the payment qualifies for an exemption.

55. Cancellation, De-Activation, Suspension or Removal

5.15.1 If an End User requests to cancel their access or subscription to a Paid Application, we will terminate that End User's access at the end of the then current pre-paid subscription term (or immediately if there is no recurring subscription period).

5.25.2 You may deactivate either an individual End User or a full organization's access or subscription through your account administration tools provided through the Zoom Marketplace. If you have deactivated a particular End User or an organization's access (e.g., an enterprise customer with multiple End Users), access to your Paid Application will continue until the end of its then current pre-paid subscription term (or will terminate immediately if there is no recurring subscription period).

5.35.3 In the event that your Paid Application is terminated, removed, suspended, or disabled by Zoom or you, Zoom reserves the right to issue a pro-rata refund for any loss of access by the End User.

5.45.4 For the avoidance of doubt, this Section will not diminish any rights or remedies that Zoom may have, at law or in equity, including our right to suspend or terminate access in the event of any End User's violation of any Zoom terms or contracts.

66. Term and Termination

6.16.1 Term. These Paid App Terms will remain in force until terminated in accordance with its terms or as otherwise specified in the Agreement.

6.26.2 Termination; Developer-Required Notice of Removal of Paid Application from Marketplace. You may terminate these Paid App Terms or remove your Paid Application as set forth in the Agreement. After providing notice of termination and/or removal, these Paid App Terms shall terminate upon the later of (i) the date on which you cease to make your Paid Application available on the Marketplace, and (ii) the date of the last remaining, pre-paid End User subscription term that is in effect as of the date or termination. Within a commercially reasonable timeframe after termination, including any applicable return or chargeback period, we shall instruct the Payment Processor to release to you any funds due to you remaining in your Payment Account.

77. Support. We will provide support for technical and billing issues relating to the Marketplace. You must maintain current contact information on file with Zoom to enable us to reach you within forty-eight (48 hours) at all times. You will be solely responsible for the support and maintenance of your Paid Application.

88. Modification of Agreement. WE MAY MODIFY THESE PAID APP TERMS AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE TO YOU. YOUR CONTINUED PUBLICATION OR DISTRIBUTION OF YOUR PAID APPLICATION ON THE MARKETPLACE OR WITHIN ZOOM'S SERVICES OR PRODUCTS FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THESE PAID APP TERMS WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THESE PAID APP TERMS.