Marketplace Developer Agreement

 

Last Updated: August 9th, 2021

 

This Marketplace Developer Agreement (“Agreement”) constitutes a legally binding agreement between you and Zoom Video Communications, Inc. (“Zoom”, "we", "us", or "our"), which governs your ability to publish and distribute your software, application, integrations, and other digital content or services (collectively, “Application”) on the Zoom App Marketplace (“Marketplace”) or within Zoom’s services or products.  If you are accepting this Agreement on behalf of an entity, you represent and warrant to us that you have the authority to do so (and for clarity, all other references to “you” in this Agreement refer to such entity).  The term “including” means “including without limitation.”  Capitalized terms used but not defined in this Agreement have the meanings given in the Zoom’s API License and Terms of Use (the “API License”).

  1. Applicable Terms
    1. Applicable Terms.  Distribution of your Application on the Marketplace or within Zoom’s services or products is governed by this Agreement, the Zoom Terms of Service or Master Subscription Agreement, as applicable, and the API License (collectively, the “Terms”).  In the event of a conflict between this Agreement and the Zoom Terms of Service or Master Subscription Agreement, as applicable, or API License, this Agreement controls with respect to the publication and distribution of your Application on the Marketplace or within Zoom’s services or products.  
    2. Modification of Agreement. WE MAY MODIFY THIS AGREEMENT AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE TO YOU. YOUR CONTINUED PUBLICATION OR DISTRIBUTION OF YOUR APPLICATION ON THE MARKETPLACE OR WITHIN ZOOM’S SERVICES OR PRODUCTS FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THIS AGREEMENT WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THIS AGREEMENT.
  2. Distribution of Your Application
    1. Registration and Accounts.  You must register for and maintain a Zoom account to distribute your Application on the Marketplace or within Zoom’s services or products. 
    2. Zoom Approval for Your Application: Any distribution of your Application on the Marketplace or within Zoom’s services or products must be approved, in writing, in advance, by Zoom.  Zoom may approve or deny distribution of your Application in its sole discretion.
    3. Authorization for Distribution. You authorize and instruct Zoom and grant it a non-exclusive, worldwide, fully paid-up, revocable, royalty-free license to: (1) host, publish, list, display, and distribute your Application on the Marketplace and within Zoom’s services and products; and (2) permit Zoom’s users to view, use, download, install, use, perform, and display your Application.
    4. Your Responsibilities. You acknowledge and agree that you are solely responsible for your Application, including all security, development, and maintenance of your Application. You represent and warrant that your Application will not infringe, misappropriate, or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. 
    5. Support and Service for End Users. You agree to use commercially reasonable efforts to provide prompt and comprehensive support and service to users of your Application (“End Users”).  Your failure to provide adequate support and service to End Users may result in the removal of your Application from the Marketplace or Zoom’s services or products.
    6. No Zoom Obligations to End Users. With respect to your Application, you acknowledge and agree that Zoom has no obligations, responsibilities, or liabilities, including for support or technical assistance, with respect to End Users. You shall not represent to End Users that Zoom is available to provide such support. 
    7. End Users Must Have Zoom Accounts.  End Users are required to have Zoom accounts. You must use commercially reasonable efforts to ensure that you do not permit End Users without Zoom accounts to use your Application. 
    8. Direct Relationships with End Users.  You will enter into terms of use directly with your End Users and inform your End Users of your privacy policy (together with those terms of use, “Your Terms”), and make Your Terms accessible in connection with the download or installation of your Application, and within your Application, and/or on your public website.  Your Terms will comply with applicable laws and regulations and make clear how your Application functions and how it collects, uses, shares, retains and otherwise processes Personal Information.  You acknowledge that your use of Personal Information and other Application Data is subject to the requirements of the API License. 
    9. Application Removal and Wind-Down Period:  You may remove, deactivate, or otherwise delete your Application from the Marketplace upon sixty (60) days prior written notice to Zoom.  Following such notice, you agree to comply with a commercially reasonable wind-down period and procedures for your Application to protect the experience of your End Users.  Such procedures may include providing notices to your End Users that your Application will no longer be available for use.  Zoom may shorten or waive this wind-down period in its sole discretion.
    10. Suspension and Removal. Zoom may suspend or disable your use of or access to the Marketplace, or remove your Application from the Marketplace or from within Zoom’s services or products, at any time, for any reason, without prior notice, liability, or other obligation to you.  Zoom will use commercially reasonable efforts to notify you of any such action. 
    11. Publishable URL for Testing. You may request a uniform resource locator (“URL”) that permits you and trusted third parties accessing Zoom services outside of your account to install and use your Application (“Publishable URL”) solely for testing purposes. A Publishable URL may be provided to you in Zoom’s sole discretion. In the event a Publishable URL is provided to you by Zoom, you shall not disclose or make the Publishable URL available publicly. The Publishable URL is strictly for use by you to conduct limited, private beta tests of your Application. Zoom may revoke or limit the Publishable URL at any time, without notice, in its sole discretion. 
    12. Modifications and Updates.  You acknowledge and agree that Zoom may modify, amend, change, or deprecate all or part of the Marketplace and/or requirements for the publication and distribution of your Application at any time, in its sole discretion, and without prior notice. Zoom shall use commercially reasonable efforts to provide notice to you of any such actions.  You are responsible for monitoring such changes and modifications and shall promptly and without undue delay develop, make changes, and/or modify your Application to ensure it remains compatible and functions with the current version of the Marketplace or Zoom’s services or products.
  3. End User-Related Obligations

    1. End User Communication. You may communicate directly with End Users only where such communication is: (i) with technical and billing contacts, (ii) required under applicable law, or (iii) consented to or requested by the End User. In all cases, you will ensure that any communication with End Users is conducted in accordance with all applicable laws. Notwithstanding the foregoing, you shall not send marketing messages to End Users within the integrated Zoom products (e.g., Zoom Meetings, Chat, etc.) without the explicit written consent of Zoom. 
    2. Data Subject Requests.  You must comply with all data subject requests from End Users with respect to an End User’s right to delete, access, or receive (i) Application Data pertaining to that End User or others with whom they interacted through Zoom’s products or services; and (ii) any metadata that was collected, transmitted, created, or received from that End User through your application (together with that Application Data, “End User Data”) in accordance with applicable law. In the event you retain End User Data following the deletion or uninstallation of your Application by an End User, you must continue to maintain the End User Data according to Your Terms with the End User and continue to maintain industry standard security measures for that End User Data.
  4. Trademark Licenses.
    1. License to Zoom. Subject to the terms and conditions of this Agreement, you grant Zoom a non-exclusive, non-transferable, royalty-free, fully paid-up, revocable, worldwide right and license, during the term of this Agreement, to use your name, trademarks, service marks, logos, and symbols (collectively, “Your Marks”) subject to your brand use guidelines provided to Zoom (if provided to Zoom), solely to: (i) promote your Application on Zoom’s website and in marketing materials; and, (ii) for other marketing activities mutually agreed to in writing.  Zoom may further use Your Marks to (i) identify you as a published developer, (ii)  host and list your Application on the Marketplace and within Zoom’s services or products, and (iii) to publicize your Application in press releases, blogs, newsletters, emails, and other similar publicity materials. 
    2. License to You.  Zoom and the Zoom logo are trademarks and/or registered trademarks of Zoom (“Zoom Marks”). Subject to the terms and conditions of this Agreement, Zoom grants you a non-exclusive, non-transferable, royalty-free, fully paid-up, revocable, worldwide right and license, during the term of this Agreement, to use the Zoom Marks solely to promote your Application on your website and in marketing materials, provided that you follow Zoom’s Brand Guidelines and Partner Guide, which may be modified from time to time and are available at https://zoom.us/brandguidelines or from brand@zoom.us. No other license to the Zoom Marks or any other trademark owned by Zoom is granted. All use of the Zoom Marks will inure to Zoom’s benefit, and you will take no action adverse to Zoom’s rights in the Zoom Marks. You agree not to adopt, use, register, or attempt to register, any trademark, product name, or domain name containing “Zoom”, or anything confusingly similar. 
    3. Control. Each party may revoke any license to use its Marks, or require new Marks be used, if any, going forward, upon written notice to the other party.  Each party agrees to provide samples of its use of the other party’s Marks upon request.
  5. Ownership and Intellectual Property
    1. Zoom’s Intellectual Property.  Subject to the limited licenses provided in this Agreement, you do not acquire ownership or any other rights in Zoom’s intellectual property.
    2. Your Intellectual Property.  Subject to the limited licenses provided in this Agreement, Zoom does not obtain ownership or other rights in your Application or intellectual property.
    3. Feedback.  By submitting ideas, suggestions, and/or proposals ("Feedback") to Zoom, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) Zoom is under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) Zoom may already be developing a solution or solution component related to the Feedback; and (d) you grant Zoom a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, commercialize, and publish the Feedback for any purpose, without compensation to you.
    4. No Affiliation.  Except as permitted by Section 4, you shall not suggest any affiliation with Zoom nor may you make any suggestion that Zoom sponsors, endorses, or guarantees your Application, or that you are a partner of Zoom.  You shall not make any representations, warranties, or commitments regarding the Marketplace or on behalf of Zoom.
  6. Service Level Agreement
    1. Service Level Agreement by Zoom.  The availability and functionality of the Marketplace and any advice, consultation, or services that Zoom provides you in connection with the Marketplace is provided “as is” and without warranties or guarantees of any kind.  Zoom is not obligated to provide any support to you for the Marketplace or your Application, and Zoom does not guarantee any uptime, availability, performance, or integrity of the Marketplace.  Zoom is not required to provide any prior notice to you of planned or unplanned downtime of the Marketplace.
  7. Fees
    1. Fees. Zoom reserves the right to charge fees for use of or access to all or part of the Marketplace.  Any fees must be agreed to in writing by you and Zoom.
  8. Termination
    1. Term. This Agreement will remain in force until terminated by Zoom or you.
    2. Termination by Zoom.  Zoom may terminate this Agreement at any time, for any reason, without prior notice, liability, or other obligation to you.  Zoom will use commercially reasonable efforts to notify you of its termination of the Agreement. 
    3. Termination by You.  You may terminate this Agreement (and remove your Application from the Marketplace) by providing Zoom with written notice no later than 60 days prior to the desired effective date of termination.  Termination of your Zoom account or the API License will result in the automatic termination of this Agreement, subject to the terms herein.  Upon termination, all licenses granted herein immediately expire and you must remove your Application from the Marketplace and from within Zoom’s services or products, as applicable. You must also comply with End Users’ instructions regarding the deletion of data accessed or obtained through your Application.
    4. Wind-Down Period. Upon termination or notice of termination by either party, you agree to comply with the wind-down procedures set forth in Section 2.9.  
  9. Disclaimer
    1. DISCLAIMER. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTEES WITH RESPECT TO YOUR USE OF THE MARKETPLACE OR PUBLICATION OR DISTRIBUTION OF YOUR APPLICATION ON THE MARKETPLACE OR WITHIN A ZOOM SERVICE OR PRODUCT. YOU UNDERSTAND THAT USE OF THE MARKETPLACE IS AT YOUR OWN RISK AND THAT WE PROVIDE THE MARKETPLACE ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE."  TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE MARKETPLACE WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE MARKETPLACE MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.
  10. Limitation of Liability
    1. LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL ZOOM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, RESELLERS, OR SUPPLIERS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER LOSS INCURRED BY YOU IN CONNECTION WITH THIS AGREEMENT, YOUR USE OF THE MARKETPLACE, OR YOUR APPLICATION, REGARDLESS OF WHETHER ZOOM HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
    2. AGGREGATE LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ZOOM’S AGGREGATE LIABILITY TO YOU ARISING OUT THIS AGREEMENT, THE MARKETPLACE, OR YOUR APPLICATION SHALL IN NO EVENT EXCEED FIVE HUNDRED U.S. DOLLARS ($500.00). ANY CLAIM BY YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MARKETPLACE, OR YOUR APPLICATION MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE EVENTS GIVING RISE TO THE CLAIM.
    3. Exclusions. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of liability for certain types of damages, which means that some of the above limitations may not apply to you. In these jurisdictions, Zoom’s liability will be limited to the greatest extent permitted by law.
  11. Indemnification
    1. INDEMNITY BY YOU.  YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ZOOM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUPPLIERS AND RESELLERS FROM ANY AND ALL THIRD PARTY (INCLUDING, WITHOUT LIMITATION, YOUR END USERS) CLAIMS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES) ARISING FROM OR RELATED TO YOUR BREACH OF THIS AGREEMENT OR YOUR APPLICATION.

  12. General Provisions
    1. Applicable Law.  This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, excluding its conflict of laws provisions.  For proceedings (other than small claims actions) that are excluded from arbitration, you agree that they shall be resolved exclusively in the U.S. District Court for the Northern District of California or a state court located in Santa Clara County, California.
    2. Assignment.  You may not assign this Agreement, whether by operation of law, change of control, merger, asset sale, or otherwise, without Zoom’s prior written consent. Zoom may assign or transfer this Agreement, at its sole discretion, without restriction.
    3. Entire Agreement.  This Agreement and any documents incorporated into this Agreement by reference, constitute the entire agreement between you and us regarding distribution of your Application on the Marketplace or within Zoom’s services or products and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. If any provision of this Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible or, if not possible, severed and the rest of this Agreement shall remain in full force and effect.
    4. No Waiver. No failure by Zoom to enforce any of its rights will act as a waiver of such rights.
    5. Survival. Provisions of this Agreement that, by their terms, require performance after the termination or expiration of this Agreement will survive, such as the rights and requirements of Sections 3 (End User-Related Obligations), 10 (Limitation of Liability), and 11 (Indemnification).
    6. Independent Parties. Nothing in this Agreement shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties.
    7. No Third Party Beneficiaries.  There are no third-party beneficiaries to this Agreement.

    THE FOLLOWING SECTIONS (COLLECTIVELY, THE “EU TERMS”) APPLY TO YOU ONLY IF YOU ARE BASED IN THE EUROPEAN UNION AND OFFER APPLICATIONS TO CONSUMERS LOCATED IN THE EUROPEAN UNION

  13. Suspension and Removal
    1. Zoom may suspend or disable your use of or access to the Marketplace, or remove your Application from the Marketplace or from Zoom’s services or products if any of these things happen:
      1. You do not comply with the Terms;
      2. Zoom is required to do so to comply with a legal requirement or a court order;
      3. Zoom reasonably believes that your conduct may cause harm or liability to a user, third party, or Zoom — for example, by hacking, phishing, harassing, spamming, misleading others, or scraping content that does not belong to you. 
      4. If you believe your Zoom account has been suspended or disabled in error, you can lodge a complaint by email to devreports@zoom.us.
  14. Termination by Zoom
    1.  Zoom may immediately terminate this Agreement if any of these things happen:
      1. You do not comply with the Terms;
      2. Zoom is required to do so to comply with a legal requirement or a court order;
      3. Zoom reasonably believes that your conduct may cause harm or liability to a user, third party, or Zoom — for example, by hacking, phishing, harassing, spamming, misleading others, or scraping content that doesn’t belong to you. 
    2. If you believe your Zoom account has been terminated in error, you can lodge a complaint by email to devreports@zoom.us.
  15. Ranking
    1. The Marketplace generally displays applications based on the number of calls made on the Zoom APIs.  Applications listed in the “Featured” category of Marketplace are selected based on a number of criteria, including number of subscribers, recent growth in subscribers, and strategic partnerships, and the number of Zoom API calls.
  16. Access to data
    1. The categories of data to which you or your End Users provide access to Zoom for the use of the Marketplace or which are generated in providing its services to you or End Users include installations and uninstallations of Applications, active and inactive End Users of Applications, activity logs, Zoom API calls and usage, and webhook usage.  Please see the developer documentation for additional details.  
    2. You have access to the to the data listed in Section 16.1, but you must configure your Application to receive and collect such data.  Please see the developer documentation for additional details.  
    3. Zoom shares with third parties any such data that constitutes personal data as set forth in the Zoom Privacy Statement. 
  17. Access to information at the end of the contractual relationship
    1. Following termination of this Agreement, you must permanently delete any End User Data except as otherwise requested by the End User in accordance with Section 3. 
    2. You may retain Application Data (other than End User Data) that you have collected regarding the use of your Application. 
  18. Complaint-handling system
    1. If you are dissatisfied with a Marketplace-related matter, you may submit a complaint by sending an email at devreports@zoom.us.
    2. When Zoom receives a complaint, it will assess and respond to the complaint within a commercially reasonable time after receiving such complaint.
  19. Mediation
    1. If you are dissatisfied with the handling of your complaint by Zoom or if an agreement cannot be reached under Zoom’s complaint-handling mechanism, either Party may apply to resolve a dispute under this Agreement with mediation. Zoom has identified JAMS and the American Arbitration Association as institutions which can provide mediation services. Except as required by applicable law, mediation is voluntary and neither you nor Zoom are obliged to settle disputes through mediation.
  20. Modifications of Agreement; Conflicts
    1. Zoom may make changes to this Agreement at any time with notice to you and the opportunity to decline to continue publishing or distributing your Application on the Marketplace or within Zoom’s services or products. When these changes are made, Zoom will make a new copy of this Agreement available at zoom.us/legal. The changes will become effective, and will be deemed accepted by you, (a) immediately if you become subject to this Agreement after the notification is posted, or (b) if you became subject to this Agreement before the notification is posted, upon your acceptance of the modified Agreement (except changes required by law which will be effective immediately) or 15 days after the notification if you continue to publish or distribute your Application on the Marketplace or within Zoom’s services or products. Such changes will not be retroactive. 
    2. If you do not agree with the changes, you may terminate this Agreement within the notice period in this section. Termination pursuant to this section will become effective 15 days after such notification. You agree that your continued distribution or publication of your Application on the Marketplace or within Zoom’s services or products constitutes your agreement to the modified terms of this Agreement.
    3. Nothing in this Agreement shall be construed to limit the right of authorized associations, organizations or public bodies in the EU to exercise their legal rights or seek remedies before national courts in the EU in respect of Regulation (EU) 2019/1150 of the European Parliament and of the Council of 20 June 2019 on promoting fairness and transparency for business users of online intermediation services.
    4. If these EU Terms apply to you, these EU Terms shall govern in a conflict between these EU Terms and any other provision of the Terms.