Video SDK
Terms of Service

Updated: December 23, 2020

 

These Video SDK Terms of Service (“SDK Terms”) set forth the additional terms and conditions that apply to Customer’s purchase, access, and use of the SDK Service (defined below) under an Order Form.  These SDK Terms are intended to supplement the terms and conditions contained in the Service Agreement (defined below) and any applicable Order Form. For purposes of these SDK Terms, an “Order Form” includes any online ordering process incorporating these SDK Terms by reference. Additional terms may also be set forth in the Order Form. In the event of a conflict or inconsistency between these SDK Terms and any terms contained in the Service Agreement or any Order Form governed by the Service Agreement, these SDK Terms shall control to the extent necessary to resolve the conflict or inconsistency with respect to the SDK Service. Capitalized terms used but not defined herein shall have the meanings ascribed in the applicable Service Agreement or Order Form, as applicable.

Zoom may elect to change or supplement these SDK Terms from time to time at its sole discretion. Zoom will exercise commercially reasonable business efforts to provide notice to Customer of any material changes to these SDK Terms. Within ten (10) business days of posting changes to these SDK Terms (or ten (10) business days from the date of notice, if such is provided), they will be binding on Customer. If Customer does not agree with the changes, Customer should discontinue using the Services. If Customer continues using the Services after such ten-business-day period, Customer will be deemed to have accepted the changes to these SDK Terms.

 

  1. Definitions
    1. Annual Subscription” means an annual subscription to the SDK Service which Customer may purchase on an Order Form.
    2. Components” means software, components, computers, hardware, networks, systems, and other infrastructure.
    3. Confidential Information” means all information disclosed by or on behalf of Zoom to Customer in tangible or intangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information or the circumstances under which it was disclosed. Confidential Information may include, without limitation, proprietary information, technical data, trade secrets, know-how, source code, binary executables, documentation, research, product plans, and other business information. Notwithstanding the foregoing, Confidential Information shall not include information that (i) was already known to Customer at the time of disclosure by or on behalf of Zoom without an obligation of confidentiality; (ii) was or is obtained by Customer from a third party not known by Customer to be under an obligation of confidentiality with respect to such information; (iii) is or becomes generally available to the public other than by violation of these SDK Terms or Service Agreement; or (iv) was or is independently developed by Customer without use of Confidential Information.
    4. Customer Application” means a web, mobile, or other software service or application developed by Customer that is a Permitted Application and does not display the Zoom Marks.
    5. Customer Data” means all information, data, and other content collected through or used by the Customer Application that is accessed or otherwise processed by the SDK Service.
    6. Customer Personal Data” means all Customer Data that constitutes Personal Data.  Customer Personal Data does not include SDK Usage Data or information pertaining to Zoom’s business contacts.
    7. DPA” means the Zoom Global Data Processing Addendum, which is incorporated and forms part of these SDK Terms. For purposes of these SDK Terms, this DPA applies only to Personal Data (as defined in the DPA) that constitutes Customer Personal Data, and controls with respect to the SDK Service.  The terms “Applicable Data Protection Law”, “Personal Data”, “Process”, and “Processing” as used herein have the meanings given in the DPA.
    8. Intellectual Property Rights” means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights anywhere in the world.
    9. Malicious Software” means any software or code that does or is intended to harm, disable, destroy or adversely affect performance of the SDK Service, Zoom Components, or Zoom’s products or services in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of Zoom or other users of the SDK Service.
    10. Pay-As-You-Go” means a month-to-month subscription to the SDK Service which Customer may purchase on an Order Form.
    11. Permitted Applicationmeans a web, mobile, or other software service or application that utilizes the SDK Service and that complies with the SDK Documentation, the Zoom Policies, and these SDK Terms. 
    12. Sample Code” means any sample computer source code (i) provided by Zoom to assist Customer in developing and testing Customer Applications, and (ii) that has been explicitly designated by Zoom in such source code as sample code that may be utilized by Customer for the purposes set forth in (i).
    13. SDK Documentation” means the developer documentation applicable to the use of the SDK Service available at https://marketplace.zoom.us/docs/sdk/custom, which may be updated by Zoom from time to time.
    14. SDK Usage Data” means (a) SDK Account Information (as defined below) and any other information pertaining to use of an SDK Account (as defined below), and (b) all anonymized or aggregated data resulting from use and operation of the SDK Service and the systems they run on (including, without limitation, volumes, frequencies, and log, trace and diagnostic files) that do not identify a natural person.
    15. Service Agreement means the Zoom Terms of Service (www.zoom.us/terms) or a Master Subscription Agreement (or equivalent service agreement) in the case where Customer and Zoom have entered into a separate mutually executed written service agreement. As used in these SDK Terms, “Customer” means the party purchasing the SDK Service and referred to as “You” in the Zoom Terms of Service, “Customer” in a Master Subscription Agreement, or “Subscriber” in the Order Form (each, as applicable).
    16. Spam” means bulk or unwanted communications.
    17. Zoom Marks” means Zoom and Zoom’s other product and service names, trademarks, service marks, branding, and logos.
    18. “Zoom Policies” means the Zoom policies applicable to the SDK Service, including, without limitation, the Zoom Acceptable Use Policy (https://zoom.us/docs/en-us/acceptable-use-policy.html) and the Zoom Community Standards (https://zoom.us/community-standards), as such policies may be updated by Zoom from time to time.
    19. Users” are users of any Customer Application.
  2. SDK Service Description
    1. The Video SDK service enables developer customers of Zoom to access Zoom’s fully customizable software development kit (“SDK”) for the purpose of allowing customers to develop Customer Applications integrating Zoom-provided audio and video services, and related features, and includes, without limitation, all software (including programs, tools, Sample Code, templates, libraries, and interfaces), information, data, files, documentation, and other materials, in whatever form or medium, including updates thereto, which are made available by Zoom to Customer pursuant to Customer’s subscription to the Video SDK service, as reflected in an Order Form (the "SDK Service"). Upon successful activation and implementation of the SDK Service, Customer may enable Users of the Customer Application to launch in-app meeting sessions (each, a “Meeting Session”) instantly and access the service features as further described in the SDK Documentation. Use of the SDK Service shall be measured based on the total number of Meeting Session minutes (“Meeting Session Minutes”) used in a month attributable to the Meeting Sessions launched by Customer or its Users.
  3. Registration, Authorization and License
    1. SDK Account. In order to use and access the SDK Service, Customer must register for a Zoom account separate from and additional to any existing Zoom account the Customer may already have with Zoom (“SDK Account”). Customer will (i) provide true, accurate, current and complete information about Customer and its business (“SDK Account Information”) and (ii) maintain and promptly update the SDK Account Information to keep it true, accurate, current, and complete. If applicable, Customer will follow any other registration or credentialing requirements established by Zoom for access to the SDK Service. Customer is solely responsible for the security of Customer’s password, SDK Account, and SDK keys and credentials (“Token”), and for any and all activities that occur under Customer’s SDK Account or using Customer’s Token. Customer will not share Customer’s SDK Account credentials, username and password, or Token, or permit any third party to log on using Customer’s information. Customer agrees to immediately notify Zoom of any unauthorized use of Customer’s account, Token or credentials or any other breach of security of which Customer becomes aware.
    2. SDK Account Approval. Customer will promptly provide any and all information reasonably requested by Zoom for Zoom’s review of Customer’s intended or actual use of the SDK Service and the Customer Application during the account creation process outlined in Section 3.1 and at any time thereafter that Customer has an active subscription to the SDK Service, as reflected in an Order Form. Zoom reserves the right to approve or deny Customer’s purchase or use of the SDK Service in Zoom’s sole discretion.
    3. Subject to the terms and conditions of these SDK Terms, including payment of all applicable amounts due and owing for the SDK Service, including taxes and service fees, set up fees, overage fees, subscription fees, or any other fee or charge associated with the SDK Account, Zoom grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable, worldwide (subject to all applicable export control laws), revocable right and license during the subscription term set forth in Customer’s Order Form to:
      1. install and use a reasonable number of copies of the SDK Service to be used solely in the manner described in the SDK Documentation and solely for the purposes of developing, testing, supporting, and debugging Customer Applications;
      2. to the extent that Sample Code is provided as part of the SDK Service, to use, modify and compile the Sample Code solely for the purposes of developing, testing and debugging Customer Applications (provided that, notwithstanding the foregoing, Customer may not modify any header files included in the SDK Service); and
      3. distribute Sample Code as compiled with a Customer Application provided that (i) such Customer Application adds significant primary functionality to the SDK Service; and (ii) such Sample Code is distributed in executable form only.
  4. Fees and Taxes
    1. Zoom charges fees for access to and use of the SDK Service as set forth in the associated Order Form, including recurring fees (“Subscription Fees”) and fees based on usage of Meeting Session Minutes (“Usage Fees”). Zoom reserves the right to change fees for the SDK Service from time to time, at its sole discretion; provided, that Zoom will provide Customer with reasonable notice of any such fee change.  Fees that the Customer is obligated to pay Zoom includes taxes and all other governmental impositions, including but not limited to sales, use, communication, excise, franchise, value-added, goods and services, and consumption taxes (“Taxes”).  Customer is responsible for paying all Taxes with respect to its activities in connection with these SDK Terms.
    2. Tax Exemptions.  In the event Customer is exempt from any Taxes, Customer will, at the time these SDK Terms become effective, provide Zoom with all appropriate tax identification numbers, tax exemption certificates, and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status.
    3. Withholding Tax. To the extent that any amounts payable by Customer are subject to withholding taxes, the amount payable shall be grossed up by Customer when remitting payment such that the amount paid net of withholding taxes equals the amount invoiced by Zoom.
    4. Customer agrees that Zoom may charge to Customer’s credit card or other payment mechanism selected by Customer and approved by Zoom all amounts due and owing for the use of and access the SDK Service, including applicable Taxes and Subscription Fees, Usage Fees or any other fee or charge associated with Customer’s account (collectively, “Fees”). If Customer has signed up for a free trial of the SDK Service, Licensee will not be charged Subscription Fees until after Customer’s free trial ends; provided, however, that if Customer exceeds any applicable trial usage limitations, Customer may be charged Usage Fees during such trial term and Customer agrees to pay these charges if Customer incurs them. Except as explicitly provided in these SDK Terms, all payment obligations are non-cancelable and all amounts paid are non-refundable.  Additional billing and payment terms may be set forth in the Order Form. 
  5. Zoom’s Rights of Control Over the SDK Service
    1. Zoom may immediately limit, suspend, or disable Customer’s usage of or access to the SDK Service, or Customer’s SDK Account and/or Tokens, in Zoom’s reasonable discretion, if Customer or any Customer Application is, or is alleged to be, in violation of these SDK Terms, the Zoom Policies, the SDK Documentation, the Service Agreement, applicable laws or regulations, is adversely affecting the performance or operation of the SDK Service or Zoom Components, or is necessary to prevent imminent harm to Zoom, without prior notice or liability to Customer. Zoom shall use commercially reasonable efforts to provide notice to Customer of any such actions as soon as reasonably practical and to the extent permitted by applicable law.
    2. SDK Service Modifications
      1. In accordance with the Service Agreement, Zoom may modify, amend, change, or deprecate all or part of the SDK Service at its sole discretion at any time (an “SDK Service Modification”). Zoom shall use commercially reasonable efforts to provide prior notice to Customer of any such actions as soon as reasonably practicable. Customer shall, within thirty (30) days from the date of the first notice of any SDK Service Modification(s) (or such shorter period of time specified in the notice of the SDK Service Modification(s)) (the “Conformance Period”) comply with such modification(s) by (i) implementing and using the most current version of the SDK Service, (ii) making any changes to Customer Applications that may be required as a result of such SDK Service Modification, (iii) using commercially reasonable efforts to stop distribution of all prior versions of the Customer Applications, and (iv) using commercially reasonable efforts to upgrade all prior versions of the Customer Applications then in use to the most recent version.
      2. Customer acknowledges that an SDK Service Modification may have a material adverse effect on Customer Applications, including, but not limited to, causing Customer Applications not to operate as designed. Zoom shall have no liability of any kind to Customer or any User of Customer Applications with respect to such SDK Service Modifications or any adverse effects resulting from such SDK Service Modifications.
  6. Security and Privacy
    1. Security Safeguards. Customer represents and warrants that the Customer Application does not contain any security vulnerabilities and has been developed to operate with the SDK Service in a secure manner and that Customer’s network, operating system and the software of Customer’s servers, databases, and computer systems are and will remain properly configured to securely operate the Customer Application and securely, collect, use and store Customer Data. Customer and the Customer Application will employ reasonable technical, administrative, and physical safeguards that:
      1. comply with applicable laws and regulations, including Applicable Data Protection Laws;
      2. protect the confidentiality, integrity and availability of the Customer Data,; and
      3. prevent Security Incidents (as defined below).     
    2. Security Incidents. In the event Customer becomes aware of any accidental, unlawful or unauthorized access to, or use, disclosure, alteration, loss or destruction of, the SDK Service, Customer  Data, the Customer Application, the information technology systems and facilities on which the Customer Application depends, or Zoom’s applications or systems (each, a “Security Incident”), Customer will notify Zoom about such Security Incident promptly  and in no event later than 72 hours after Customer becomes aware of it.  Customer agrees to preserve evidence regarding the Security Incident, and provide Zoom with information reasonably  requested regarding the Security Incident, including an explanation of the nature and root cause of the Security Incident, the categories and approximate number of affected individuals and/or organizations, the categories and approximate quantity of affected records, the likely consequences of the Security Incident and corrective action being taken.  Before Customer communicates with the public (e.g., via press release, blogs, social media, bulletin boards) or any third party about a Security Incident, Customer will consult with Zoom regarding, and provide Zoom an advance copy of, such communication, provided so doing is permitted by applicable laws and regulations and does not unreasonably interfere with Customer’s investigation or remediation of the Security Incident or Customer’s compliance with its legal obligations to give notifications about the Security Incident. 
    3. Security Review, Monitoring, and Remediation. Zoom and/or an independent third party selected by Zoom (and acting at Zoom’s direction) may, at Zoom’s sole cost and discretion, perform monitoring or a security review of the Customer Application(s) to ensure that the Customer Application(s) comply with these SDK Terms and does not threaten the security, integrity, availability or performance of Zoom’s services, software, applications, or SDK Service (a “Security Review”). Zoom shall provide Customer with prior written notice of any Security Review. Customer shall provide Zoom, at no charge, full user-level access to the Customer Application(s) and shall cooperate with Zoom in the Security Review and provide such information as Zoom may reasonably request to complete the Security Review.  Except as required by applicable law, Zoom shall keep the results of Security Review confidential.  Zoom may require, at its sole discretion and in light of Customer’s use of the SDK Service, that Customer make adjustments or improvements to the Customer Application’s security standards or processes as a condition to using or continuing to use the SDK Service. Customer will maintain processes to encourage reporting of, identify, and remediate any security vulnerabilities in the Customer Application, and Customer shall promptly notify Zoom in writing of, and explain to Zoom in reasonable detail, any security vulnerabilities related to the Customer Application's connection to or use of the SDK Service promptly upon becoming aware of such vulnerabilities. Zoom’s performance of a Security Review or decision not to respond to notice of a Security Incident or security vulnerability shall not be construed as an approval, warranty, or certification of the Customer Application or security safeguards, nor shall it limit Customer’s liability for the breach of, or waive Customer’s compliance with, any provision of these SDK Terms.  Customer shall treat the occurrence of, results of, and any communications in connection with a Security Review as Confidential Information. For the avoidance of doubt, Customer shall not use such information in any marketing or advertising of its Customer Applications.
    4. Data Protection. The parties agree to, and Zoom will Process Customer Personal Data only in accordance with, the terms of the DPA.  Customer acknowledges that Customer has read and understands the Zoom Privacy Statement and that it describes how Zoom will Process any SDK Usage Data that constitutes Personal Data.  Customer will comply with its obligations under Applicable Data Protection Law and will ensure (and is solely responsible for ensuring) that it has given all notices to, and obtained all consents from, Users and others that may be required under Applicable Data Protection Law for the operation of the Customer Application and the parties’ respective Processing of Customer Data as contemplated by these SDK Terms. 
  7. Customer’s Responsibilities
    1. With respect to the Customer Applications, Customer acknowledges and agrees that Zoom has no obligations, responsibilities, or liabilities to Users. Customer will ensure that all Users enter into a terms of use,  a legally adequate privacy policy, and/or other agreements governing the use of each Customer Application directly with Customer (collectively, “Customer Terms”).
    2. The Customer Applications must not violate these SDK Terms, the SDK Documentation, or the Zoom Policies. In the event Zoom reasonably believes that any Customer Application violates any of the foregoing, Customer shall promptly, upon written notice from Zoom and at Customer’s sole cost, modify and redistribute the Customer Application and use its best efforts to disable or otherwise prevent Users from using prior versions of the Customer Application that violate these SDK Terms, the SDK Documentation, or the Zoom Policies.
    3. The Customer Applications may not compete with or substantially replicate products or services offered by Zoom, including, without limitation, functions or clients on platforms (such as iOS or Android) where Zoom offers its own client or a substantially similar function. Customer agrees that Zoom may develop and publish applications that are similar to or otherwise compete with Customer Applications. In the event Zoom publishes a competing application, Zoom may terminate these SDK Terms and any associated Order Form immediately and, upon request, will provide Customer with a pro-rated refund of any unused, prepaid fees related to the terminated SDK Service.
    4. Customer Applications may not use, access or call the SDK Service in order to monitor the availability, performance, or functionality of the SDK Service, for any similar benchmarking or competitive purposes, or to identify, exploit or publicly disclose any potential security vulnerabilities.
    5. Except through a Customer Application as expressly permitted by these SDK Terms, Customer shall not, under any circumstances, repackage or resell the SDK Service.
    6. Customer shall not, and shall not attempt to: (i) interfere with, modify or disable any features, functionality or security controls of the SDK Service; (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the SDK Service; (iii) reverse engineer, decompile, disassemble, or derive source code, underlying ideas, algorithms, structure, or organizational form from the SDK Service; (iv) modify or make derivative works of the SDK Service except as expressly permitted by Section 3.3 above; (v) use the SDK Service with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the SDK Service, would require the Zoom or any other person or entity to disclose, license, distribute or otherwise make all or any part of the SDK Service available to anyone; (vi) use the SDK Service in any manner that does or could potentially damage, disable, overburden, impair, undermine, abuse, interfere with or disrupt the security or performance of the SDK Service or Zoom Components, Customer’s SDK Account or any servers or networks connected to the SDK Service or Zoom’s security systems or that could or does introduce Malicious Software into the foregoing; (vii) remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in the SDK Service; (viii) copy the SDK Service or any portion thereof except as expressly permitted herein (provided, however, that for the purposes of this subsection, or (viii) “copy” shall not include copying of statements and instructions of the SDK Service or any portion thereof that naturally occurs during normal program execution when used in accordance with and for the purposes described in the SDK Documentation or in the course of making unmodified copies of the SDK Service or SDK Documentation as part of the regular back-up of the SDK Service in accordance with standard industry business practices.
    7. As between Zoom and Customer, Customer is solely responsible for Customer’s and its Users’ use of the SDK Service, compliance with these SDK Terms and the Zoom Policies, and the Customer Application. Customer shall abide by, and ensure compliance with, all applicable laws in connection with Customer’s use of the SDK Service and its Users’ use of the Customer Application. Customer acknowledges and agrees that Customer is solely responsible, and that Zoom has no responsibility or liability of any kind, for (i) the content, development, operation, sale, support, security or maintenance of Customer Applications; or (ii) Customer’s inability to continue providing any Customer Applications (in whole or part) due to the termination or expiration of these SDK Terms and any associated Order Forms. Without limiting the foregoing, Customer will be solely responsible for ensuring that the Customer Applications do not violate or infringe the Intellectual Property Rights of any third party and transitioning Users off a Customer Application when that Customer Application is no longer available for any reason.
    8. Prohibited Uses. Customer further agrees that Customer will not, directly or indirectly (and will require that all Users do not, directly or indirectly) use the Customer Application, the SDK Service, or any information, data or content accessed or obtained from Zoom hereunder:
      1. For any purpose other than as expressly permitted in these SDK Terms, Zoom Policies, or SDK Documentation;
      2. In a way that disparages, or in a way that is reasonably likely to allow others to disparage, Zoom or its users;
      3. In a way that is deceptive, fraudulent, false, or misleading;
      4. In a way that violates applicable laws or regulations, including:
        1. Illegal activities, such as child pornography, gambling, piracy, violating copyright, trademark or other intellectual property laws;
        2. Intending to exploit minors in any way;
        3. Accessing or authorizing anyone to access the SDK Service or Zoom online services or applications from an embargoed country as prohibited by the U.S. government, including Restricted Countries and Regions listed by Zoom, as updated from time to time;
        4. Applicable Data Protection Laws;
      5. In any environment or context requiring fail-safe performance (e.g., emergency medical care, hazardous activities) or in which the failure of the Customer Application, the access to or use of SDK Service, or Zoom’s online services or applications could lead to death, personal injury, or property or environmental damage;
      6. To transmit any content or material that would infringe or violate the Intellectual Property Rights of any party, that is illegal, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, or a violation of applicable law or regulation, including but not limited to anti-spam, export control, privacy, information security, data protection and anti-terrorism laws and regulations and laws governing recording or interception of audio, video or other communications or requiring the consent of subjects of audio and video recordings;
      7. To disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks that connect to or which can be accessed via the SDK Service;
      8. To identify, exploit or publicly disclose any potential security vulnerabilities of the SDK Service;
      9. To migrate Users of the Customer Application away from any of Zoom’s online services or applications;
      10. To identify, exploit or publicly disclose any potential security vulnerabilities;
      11. To use the SDK Service in a way that could create, in Zoom’s sole discretion and judgment, an unreasonable privacy or information security risk to Users or others.
    9. Customer will respect and comply with the technical and policy-implemented limitations of the SDK Service and the restrictions of these SDK Terms in designing and implementing Customer Applications.
    10. Customer will not suggest any affiliation with Zoom nor make any suggestion that Zoom sponsors, endorses, or guarantees the Customer Application, or that Customer is a partner of Zoom. 
  8. Customer’s Representations, Warranties, and Covenants
    1. Customer represents, warrants and covenants that:
      1. The Customer Applications, the use of such Customer Applications by Users, and the activities with respect to such Customer Applications undertaken by Zoom in accordance with the terms of these SDK Terms, do not and will not violate, misappropriate, or infringe the Intellectual Property Rights of Zoom or any person or entity;
      2. Customer and the Customer Applications will comply with all applicable foreign and domestic laws and regulations, including, without limitation, all applicable export control laws and Applicable Data Protection Law, and Customer will maintain all licenses, permits and other permissions necessary to develop, implement and publish its Customer Applications;
      3. Customer will not knowingly attempt to circumvent any security measures implemented by Zoom;
      4. The Customer Applications are not designed to facilitate the sending of Spam;
      5. The Customer Applications will not be designed to violate, or intended to facilitate the violation of, these SDK Terms, the SDK Documentation or the Zoom Policies; and
      6. Customer has all right, power, and authority to grant the licenses granted to Zoom herein.
  9. Ownership
    1. Subject to the limited licenses expressly provided in these SDK Terms, nothing in these SDK Terms transfers or assigns to Zoom any of Customer’s Intellectual Property Rights in its Customer Applications or other technology.
    2. As between Zoom and Customer, Zoom exclusively owns, and nothing in these SDK Terms transfers or assigns to Customer any Intellectual Property Rights in the SDK Service, Zoom Marks, SDK Usage Data, or Zoom’s other Components, technology, products or services.
    3. Feedback. This Section 9.3 applies only to the extent the same subject matter is not addressed in the Service Agreement. By submitting ideas, suggestions, documents, and/or proposals ("Feedback") to Zoom, Customer acknowledges and agrees that: (a) Customer’s 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) Customer grants 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 Customer.
  10. Support and Service Levels
    1. Zoom will provide commercially reasonable technical support to Customer with respect to the SDK Service; however, Zoom is not obligated to provide any support to Customer for any Customer Applications.
    2. Customer is solely responsible for developing and maintaining the Customer Applications, and for providing all support and technical assistance to its Users with respect to the Customer Applications. Customer agrees to use commercially reasonable efforts to provide support to its Users.
    3. Customer acknowledges and agrees that with respect to the Customer Applications, Zoom will not provide support or technical assistance to Customer’s Users, and Customer shall not represent to its Users that Zoom is available to provide such support.
    4. Zoom shall use commercially reasonable efforts to ensure the availability of the SDK Service to Customer. Notwithstanding the foregoing and notwithstanding anything in the Service Agreement to the contrary, Zoom does not guarantee any uptime, availability, performance, or integrity of the SDK Service and does not offer service credits or termination rights associated with any downtime or functionality issues of the SDK Service. Moreover, Zoom shall not be liable to Customer or its Users for the unavailability of the SDK Service or the failure of the SDK Service to perform in accordance with its specifications. Customer shall not represent to its Users any availability or performance levels with respect to the SDK Service.
    5. Zoom is not required to provide any prior notice to Customer or its Users of planned or unplanned downtime of the SDK Service.
  11. Confidentiality
    1. This Section 11 applies only to the extent the same subject matter is not addressed in the Service Agreement. Customer may, from time to time, gain access to Confidential Information. Customer may use Confidential Information only to the extent necessary to exercise its rights under these SDK Terms and for no other purpose. Customer may not disclose Confidential Information to a third party without Zoom’s prior express written consent. Without limiting any other obligation of Customer under these SDK Terms, Customer agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Customer would use to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care.
    2. In the event Customer receives a subpoena or other form of compulsory process requiring or purporting to require disclosure of Confidential Information, Customer shall first (a) promptly notify Zoom in writing, (b) reasonably cooperate with Zoom (at Zoom’s sole expense) in the event Zoom chooses to seek a protective order or other remedy to prevent or limit disclosure of Confidential Information (a “Protective Order”), and (c) not disclose any Confidential Information until Zoom has chosen in its sole discretion to waive compliance with this Section 11 as to such Confidential Information or has been granted or denied a Protective Order. In the event Customer must disclose Confidential Information after complying with this Section 11.2, Customer shall disclose such information only to the extent legally required.
  12. Disclaimer of Warranties
    1. THE SDK SERVICE IS INTENDED FOR GENERAL BUSINESS USE ONLY IN CONNECTION WITH PERMITTED APPLICATIONS. IT IS NOT DESIGNED, MANUFACTURED, INTENDED, OR RECOMMENDED FOR USE IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE (E.G., EMERGENCY MEDICAL CARE, HAZARDOUS ACTIVITIES) OR IN WHICH THE FAILURE OF THE SDK SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE. ZOOM SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES OR SERVICES.
    2. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SDK SERVICE, INCLUDING WITHOUT LIMITATION ALL SERVER AND NETWORK COMPONENTS, WEB SERVICES, SOFTWARE, AND SDK DOCUMENTATION, ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ZOOM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT ZOOM DOES NOT WARRANT THAT THE SDK SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, OR THAT ANY DEFECT IN THE SDK SERVICE WILL BE CORRECTED. IN ADDITION, ZOOM MAKES NO WARRANTIES THAT THE SDK SERVICE SHALL NOT CAUSE DISRUPTIONS, ERRORS, LOSS OF DATA, LOSS OF USE, OR OTHER PROBLEMS WITH ANY CUSTOMER APPLICATION OR ANY COMPUTER OR DEVICE ON WHICH ANY CUSTOMER APPLICATION IS INSTALLED OR USED. ZOOM IS NOT RESPONSIBLE FOR ANY DAMAGES OR HARM ARISING FROM USE OF THE CUSTOMER APPLICATIONS OR SDK SERVICE. NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER, ITS USERS, OR OTHER THIRD PARTIES FROM ZOOM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE SDK TERMS.
  13. Limitation of Liability
    1. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SERVICE AGREEMENT, 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, LICENSORS, RESELLERS, OR SUPPLIERS BE LIABLE TO CUSTOMER, ITS USERS, OR ANY OTHER THIRD PARTIES 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 CUSTOMER, ITS USERS, OR ANY OTHER THIRD PARTY IN CONNECTION WITH THESE SDK TERMS OR SDK SERVICE, REGARDLESS OF WHETHER ZOOM HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
    2. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE SDK TERMS OR THE SERVICE AGREEMENT, ZOOM’S AGGREGATE LIABILITY TO CUSTOMER, ITS USERS, OR ANY OTHER THIRD PARTY ARISING OUT OR RELATING TO THESE SDK TERMS OR THE SDK SERVICE SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES CUSTOMER HAS PAID TO ZOOM FOR THE SDK SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. ANY CLAIM ARISING OUT OF OR RELATING TO THESE SDK TERMS OR SDK SERVICE MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS OF THE EVENTS GIVING RISE TO THE CLAIM.
    3. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Customer. IN THESE JURISDICTIONS, ZOOM’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 13 will survive termination or expiration of these SDK Terms and apply even if any limited remedy specified in these SDK Terms are found to have failed of its essential purpose.
  14. Indemnification
    1. Customer will indemnify, defend, and hold Zoom, its Affiliates, and their respective officers, directors, employees, agents, subcontractors, and resellers harmless against any suits, demands, or claims and associated losses, costs, expenses (including reasonable attorneys’ fees), damages and liabilities, brought by a third party (including, without limitation, Customer’s Users) and arising from or relating to (i) any breach of these SDK Terms by Customer or its Users, or those acting on its behalf, (ii) any violation of applicable law or regulation by Customer or its Users, or the Customer Application, (iii) Customer’s gross negligence, recklessness, or willful misconduct, or (iv) the Customer Application or Customer’s use of the SDK Service.
    2. Zoom will indemnify, defend, and hold harmless Customer from and against any suits, demands, or claims and associated losses, costs, expenses (including reasonable attorneys’ fees), damages and liabilities brought by third parties from claims that the SDK Service infringes or misappropriates an Intellectual Property Right of a third party.  This indemnity will not apply to any claim that the infringement arose from the combination of the SDK Service with software, hardware, content, data or other items not supplied by Zoom.  In the event that the SDK Service is, or in Zoom’s sole opinion are likely to be, enjoined due to the type of infringement described in this section, Zoom, at its option and expense, may (a) replace the applicable materials with functionally equivalent non-infringing technology or (b) obtain a license for Customer’s continued use of the SDK Service or a substantially similar service, or, if the foregoing alternatives are not reasonably available to Zoom, (c) terminate these SDK Terms and any associated Order Forms and, upon request, Zoom will provide Customer with a pro-rated refund of any unused, prepaid fees related to the terminated SDK Service.
    3. Indemnification Procedures. In claiming any indemnification under this Section 14, the indemnified party shall promptly provide the indemnifying party with notice of any claim that the indemnified party believes is within the scope of the obligation to indemnify.  The indemnified party may, at its own expense, assist in the defense if it so chooses, but the indemnifying party shall control the defense and all negotiations relative to the settlement of any such claim.  Any settlement intended to bind the indemnified party shall not be final without the indemnified party’s written consent, which consent shall not be unreasonably withheld or delayed.
  15. Publicity
    1. Zoom may publicly identify Customer as a user of the SDK Service in connection with the Customer Applications. Customer hereby grants Zoom, its Affiliates, and their respective agents an irrevocable, perpetual, worldwide, non-exclusive, sublicensable, transferable, fully paid-up, royalty-free license to use, reproduce, publish, and display Customer’s name, trademarks, service marks, designs, logos, and symbols in connection with such purposes.
  16. Term and Termination
    1. Term. These SDK Terms shall take effect upon Customer’s acceptance of these SDK Terms in an Order Form, and will remain in effect until terminated pursuant to this Section 16.
    2. Termination of Pay-As-You-Go. If Customer has purchased Pay-As-You-Go, then Customer or Zoom may terminate these SDK Terms and Customer’s SDK Account at any time upon providing thirty (30) days prior written notice to the other Party. Customer will be responsible for any Fees incurred up to the effective date of termination.
    3. Termination of Annual Subscription. If Customer has purchased an Annual Subscription, then either party may terminate these SDK Terms and Customer’s SDK Account by: (a) providing written notice of termination without cause to the other Party, provided that all subscription terms for all outstanding Order Forms have expired or been terminated, or (b) providing written notice of termination for cause if the other Party has materially breached these SDK Terms and has not cured such breach within thirty (30) days of written notice of such breach. Customer will be responsible for any Fees incurred up to the effective date of termination. In the event Customer terminates these SDK Terms due to an uncured breach by Zoom, Zoom shall, upon request, provide Customer with a pro-rated refund of any unused, prepaid fees related to the terminated SDK Service.
    4. Termination of Customer’s SDK Account will automatically result in the termination of these SDK Terms. 
    5. Post Termination. Upon termination, all licenses granted by Zoom herein immediately expire and Customer must immediately cease accessing and using the SDK Service, delete any copies of the SDK, and remove any Sample Code from any future releases of Customer Applications. Sections 1, 3.2, 4, 5.2.2, 6-9, 11-15, 16.5 and 17 will survive any termination of these SDK Terms.
  17. Miscellaneous
    1. This Section 17.1 applies only to the extent the same subject matter is not addressed in the Service Agreement. Zoom may assign these SDK Terms and any of its rights and obligations hereunder at any time. Customer may not transfer or assign these SDK Terms or any of its rights or obligations under these SDK Terms without Zoom’s written consent. Any purported transfer or assignment in violation of this section is void. Subject to the foregoing, these SDK Terms shall be binding on and inure to the benefit of the parties, their successors, permitted assigns, and legal representatives.
    2. Nothing in these SDK Terms shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency, or fiduciary relationship between the parties.
    3. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these SDK Terms or Customer’s use of the SDK Service.
    4. There are no third-party beneficiaries to these SDK Terms.
    5. The section titles in these SDK Terms are for convenience only and have no legal or contractual effect.
    6. These SDK Terms, together with the Order Form and Service Agreement, constitute the entire agreement among the parties with respect to the subject matter of these SDK Terms.