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This Partner Agreement, consisting of this Cover Page and the attached Business Terms (collectively, this "Agreement"), is made and entered into by and between Zoom Video Communications, Inc. and Partner (each, as defined below). The Agreement shall become binding once You complete and submit the Zoom Video Communications, Inc. Referral Partner Program Form ("Form") to indicate Your acceptance of this Agreement, and receive an email confirmation from Zoom Video Communications, Inc. indicating that the Form and Agreement have been received and processed by Zoom Video Communications, Inc. (the "Effective Date"). Zoom Video Communications, Inc. and Partner are sometimes referred to as a "Party", and together as the "Parties."


As used in this Agreement, the following terms shall have the meanings set forth below:

Zoom Video Communications, Inc.: Partner:
"Zoom Video Communications, Inc." means Zoom Video Communications, Inc., Inc., a U.S., State of Delaware company with corporate offices in San Francisco, California "Partner" or "You" means the person or company (including Company Name and other information) detailed in the Form submitted to Zoom Video Communications, Inc.
Zoom Video Communications, Inc. Headquarters and Notice Address: Partner Information:
55 Almaden Boulevard
6th Floor
San Jose, CA 95113
Contact Name: Greg Holmes
Telephone: +1.650.397.6080
Email: greg.holmes@zoom.us

For legal notices, provide copies to:
Zoom Video Communications, Inc., Inc. - Legal Department;
info@zoom.us
"Partner Information" means the information provided by Partner in the Form.
TERM: "Term" shall mean the "Initial Term" and all "Renewal Term(s)" thereafter (each, as defined in Section 4 of the Business Terms).

BUSINESS TERMS

Background

Zoom Video Communications was founded in 2011. Zoom's mission is to make video and web conferencing frictionless.

Zoom offers the first Unified Meeting Experience Adobe Reader (UMX), a cloud service that provides a 3-in-1 meeting platform with HD video conferencing, mobility and web meetings. UMX also offers the first available mobile-screen sharing, an innovative hybrid cloud service and works across desktop, tablet, mobile and room systems.

Partner wishes to promote, market and advertise the Zoom Video Communications, Inc. Service to potential Zoom Video Communications, Inc. customers ("Referrals") through its website(s) and other marketing channels, in accordance with Zoom Video Communications, Inc.'s Partner Program ("Program") detailed in this Agreement.

Agreement

The Parties agree as follows:

  1. LICENSE.
    1. Subject to this Agreement and its terms, Zoom Video Communications, Inc. hereby grants to Partner a free, non-exclusive, non-transferable and revocable license ("License") to market and distribute the Zoom Video Communications, Inc. Service to Referrals, and to use the Zoom Video Communications, Inc. trademarks, logos and URLs provided by Zoom Video Communications, Inc. and listed in Exhibit A ("Licensed Marks," as may be amended by Zoom Video Communications, Inc. from time to time), and associated materials, language or code for the sole purpose of promoting the Zoom Video Communications, Inc. Service (collectively, "Marketing Materials").
    2. The license to use the Licensed Marks granted herein is subject to Zoom Video Communications, Inc.'s Trademark Usage Guidelines ("Guidelines") (which can be found at https://zoom.us/terms, incorporated here by reference, as updated from time to time by Zoom Video Communications, Inc. at its sole discretion. Zoom Video Communications, Inc. may revoke this license at any time by giving Partner a written notice (including via email). A complete list of Zoom Video Communications, Inc.'s trademarks and logos ("Zoom Video Communications, Inc. Marks") is included in the Guidelines.
  2. PROGRAM COMMITMENTS.

    The Program. To participate in the Program Partner must complete the online application for participation in the Program found on Zoom Video Communications, Inc.'s website ("Site") and enter this Agreement. Zoom Video Communications, Inc. may accept or reject any application at its sole discretion.

    1. Legal Agreements. As part of its participation in the Program and in acting as Zoom Video Communications, Inc.'s Partner, Partner hereby agrees and consents to the terms of this Agreement and the Program, the Guidelines, and any other requests and rules set by Zoom Video Communications, Inc. from time to time, in its reasonable discretion, in connection with Partner's ongoing participation in the Program and promotion of the Zoom Video Communications, Inc. Service to Referrals. In all its activities under this Agreement, and specifically such activities relating to Partner's promotion of Zoom Video Communications, Inc. Service, Partner shall cooperate with Zoom Video Communications, Inc. and act in good faith. In entering this Agreement Partner further recognizes and accepts the terms and rules set in Zoom Video Communications, Inc.'s Terms of Service ("Terms," found at https://zoom.us/terms) and Zoom Video Communications, Inc.'s Privacy Policy ("Privacy Policy," found at https://zoom.us/privacy), as applicable to Zoom Video Communications, Inc.'s provision of the Zoom Video Communications, Inc. Service to Referrals, and particularly regarding Partner's adherence to the Privacy Policy in all matters involving privacy of Referrals' information.
    2. Promotion, Referral Activities: Partner agrees to engage in continued, active promotion of the Zoom Video Communications, Inc. Service in various marketing channels using the Licensed Marks and Marketing Materials, and do so in compliance with the terms of this Agreement.
    3. Prohibited Activities. Partner agrees not to associate Marketing Materials with content that is unlawful in any manner, or which is otherwise harmful, threatening, defamatory, obscene, offensive, harassing, sexually explicit, violent, discriminatory, or otherwise objectionable in Zoom Video Communications, Inc.'s sole discretion. Partner agrees not to send unsolicited electronic messages to multiple unrelated recipients ("Spamming") in promoting the Zoom Video Communications, Inc. Service, or otherwise to engage in any other form of mass electronic communications prohibited by law in connection with activities contemplated under this Agreement.
    4. Permissible Use of Zoom Video Communications, Inc. Marks.
      1. Partner expressly agrees to comply with all the terms herein (particularly Section 5(c)) in using the Licensed Marks and in creating Marketing Materials.
      2. Through the Guidelines and otherwise, Zoom Video Communications, Inc. shall provide specifications and other instructions from time to time as to Partner's permissible use of the Licensed Marks in creating Marketing Materials and promoting the Zoom Video Communications, Inc. Service. Partner further agrees to comply with all such specifications and instructions.
      3. Partner shall ensure that all Licensed Marks appearing on its Marketing Materials are in the form approved by Zoom Video Communications, Inc. in the Guidelines or otherwise, shall not modify any Zoom Video Communications, Inc. Marks or otherwise substantially modify other Marketing Materials contrary to reasonable instructions provided by Zoom Video Communications, Inc., and shall further comply with reasonable instructions from Zoom Video Communications, Inc. as to the form, content and display of Marketing Materials. Upon termination of this Agreement for any reason whatsoever, or upon written request by Zoom Video Communications, Inc., the license granted herein shall expire and Partner shall immediately cease all its activities under this Agreement.
    5. Liabilities. Partner shall be solely responsible for its operations in acting under this Agreement, including, without limitation, the legality of Partner's operations and materials, created and used in connection with this Agreement. Except for a claim alleging that a Zoom Video Communications, Inc. Mark violates a third party's trademark rights, Zoom Video Communications, Inc. is not responsible for the development, operation or content of Partner's Marketing Materials and Partner agrees to defend, indemnify and hold Zoom Video Communications, Inc. harmless against any and all claims, actions, causes of action, damages, or expenses (including attorney fees) relating to the development, operation, content and maintenance of Partner's Marketing Materials.
    6. Customer Relations. During and after the Term, Zoom Video Communications, Inc. shall be the exclusive owner of all relations created via Partner among Zoom Video Communications, Inc. and Referrals with respect to the Zoom Video Communications, Inc. Service, including any and all information identifying Referrals who contract with Zoom Video Communications, Inc. for the use of the Zoom Video Communications, Inc. Service. The Terms, Privacy Policy, and Zoom Video Communications, Inc.'s rules and procedures for the Zoom Video Communications, Inc. Service will apply to these Referrals and may be changed by Zoom Video Communications, Inc. without prior notice to Partner, and Partner agrees to convey to Referrals the nature of their relations with Zoom Video Communications, Inc. under the Terms.
  3. QUALIFIED REFERRALS, COMMISSIONS.

    "Qualified Referrals" mean Referrals (i) referred by Partner to Zoom Video Communications, Inc. and who complete the sign-up procedure in accordance with the procedure described in Section 3(b) below; (ii) of whom Zoom Video Communications, Inc. has no record in connection with the Zoom Video Communications, Inc. Service, or who are not, at the time referred to Zoom Video Communications, Inc. by Partner, in any contractual relations or ongoing negotiations with Zoom Video Communications, Inc. in connection with the Zoom Video Communications, Inc. Service; (iii) who accept the Terms and acquire, at a Referral's own discretion and without receiving any monetary or other incentive from Partner, at least annual subscriptions of any of the following Zoom Video Communications, Inc. Service plan bundles: (A) Business Plan, (B) Education Plan, or (D) Enterprise Plan at https://zoom.us/pricing); and (iv) who are not rejected by Zoom Video Communications, Inc., and make at least one payment (annual prepay) or three payments (annual term, monthly billing) to receive the Zoom Video Communications, Inc. Service.

    1. Referral Procedure. Each Referral shall be referred to Zoom Video Communications, Inc. by Partner through an online form provided by Zoom Video Communications, Inc. to Partner, which Partner shall fully complete and submit to Zoom Video Communications, Inc. ("Referral Form"). Upon receiving each Referral Form, Zoom Video Communications, Inc. shall send an email to the Referral's email address indicated in the Referral Form, detailing the steps to be taken towards registration to receive the Zoom Video Communications, Inc. Service and becoming a Qualified Referral. Zoom Video Communications, Inc. shall be responsible for the sales process to all Referrals, subject to the Parties' continued good-faith cooperation in promoting the sales process to Referral.
    2. Commissions.
      Responsibilities. Zoom Video Communications, Inc. shall collect all fees from Referrals for the Zoom Video Communications, Inc. Service directly from Referrals.
      1. Referral Fees. Upon a Referral becoming a Qualified Referral, Zoom Video Communications, Inc. shall pay Partner referral fees in arrears based on the listed fees located at https://zoom.us/referrals, (excluding any discounts) payable by the Qualified Referral under the Terms for the time period indicated in the Form ("Referral Fees"). Such Referral Fees shall become payable and be paid to Partner within approximately (< add) ninety (90) days of the service start date granted payment obligations in section 3 (Qualified Referral) are achieved.
        1. Cumulative Monthly Bookings - In reference to offline sales associated with referrals, the referral fee is determined by the Partner's total net monthly bookings of all offline sales associated to that Partner's referrals to Zoom Video Communications. Once Partner surpasses a listed Cumulative Monthly Bookings tier, they shall receive the new payout rate for new referrals going forward (not retroactive to past referrals)
        2. Ongoing Sales From A Referral - Partner shall receive referral fees for additional sales from a Qualified Referral that take place within first 90 days of the date the referral was initially submitted.
      2. Associated charges. Partner shall be responsible for payment of all taxes, duties, governmental charges and other like charges levied on the Referral Fees, and Partner shall indemnify, defend and hold Zoom Video Communications, Inc. harmless from and against any claims arising out or relating to all charges emanating from Zoom Video Communications, Inc.'s payment of Referral Fees.
    3. Sales/Commissions Reports. Zoom Video Communications, Inc. shall provide Partner, via email, or through extranet login and password, a quarterly report summarizing the sales activities of Partner and its commissions for Qualified Referrals derived from Referral Forms. Zoom Video Communications, Inc. shall not reveal the names or other personal information about Referrals and Qualified Referrals.
  4. TERM AND TERMINATION.

    Initial Term. This Agreement shall become effective as of the Effective Date and shall continue for twelve (12) months thereafter ("Initial Term"), unless Zoom Video Communications, Inc. reject Partner's application to participate in the Program.

    1. Renewal Term. Following expiration of the Initial Term, this Agreement will be automatically renewed for additional consecutive terms of twelve (12) months (each, "Renewal Term"), unless a Party gives written notice of termination to the other Party at least thirty (30) days' prior to the end of the Initial Term or any Renewal Term.
    2. Early Termination.

      Without Cause. Zoom Video Communications, Inc. shall have the right to terminate this Agreement at any time for any or no reason by giving ten (10) days prior written notice to Partner.

      1. For Cause. Either Party may terminate this Agreement at any time, effective immediately upon written notice to the other Party who has materially breached this Agreement, provided that prior to terminating this Agreement the terminating Party shall provide written notice of such material breach and thirty (30) days opportunity for the breaching Party to cure such breach.
      2. Effect of Termination. From and following the date of termination of this Agreement Partner's rights under this Agreement shall terminate, and Partner shall not be entitled to receive any Referral Fees or any other payments under this Agreement other than commissions or payments earned or accrued prior to termination of this Agreement.
  5. GENERAL.

    Modification of Agreement. Zoom Video Communications, Inc. may modify this Agreement from time-to-time at its reasonable discretion by posting a change on the Site (at https://zoom.us/referrals) or notifying Partner via email. If Partner objects to any such change, Partner may terminate this Agreement for cause. Partner's continued participation in the Program following receipt of notice about changes to this Agreement shall constitute binding acceptance of this Agreement as amended.

    1. Assignment. Zoom Video Communications, Inc. may assign this Agreement at any time. Partner may not assign or transfer this Agreement without Zoom Video Communications, Inc.'s prior written consent, such consent not to be unreasonably withheld.
    2. Intellectual Property Rights. All intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) in Zoom Video Communications, Inc. Marks, the Zoom Video Communications, Inc. Service and related content and technology around the world ("Zoom Video Communications, Inc. IP Rights") are and will remain the exclusive property of Zoom Video Communications, Inc. and its subsidiary companies. The License granted by Zoom Video Communications, Inc. to Partner under Section 1 of the Business Terms is granted solely under the terms of this Agreement and in furtherance of its objectives. Partner's right to use the Licensed Marks is at the discretion of Zoom Video Communications, Inc. and is subject to Partner's compliance with the terms of this Agreement, Guidelines, and with all applicable laws and regulations. Partner agrees to (a) not use any Zoom Video Communications, Inc. IP Rights in any manner reasonably likely to breach this Agreement; (b) not do anything contesting or impairing any Zoom Video Communications, Inc. IP Rights; (c) not create or obtain any intellectual property rights (such as but not limited to trademarks, trade names, logos, patents, copyrights, domain names and derivative rights) that are substantially similar to any Zoom Video Communications, Inc. IP Rights; (d) promptly notify Zoom Video Communications, Inc. of any unauthorized use of any Zoom Video Communications, Inc. IP Rights of which Partner has actual knowledge; and (e) always use the Licensed Marks and any other Zoom Video Communications, Inc. Marks in compliance with the Guidelines. Zoom Video Communications, Inc. may perform periodic reviews of any Marketing Materials presented by Partner, and shall have the exclusive authority and discretion to order the removal and/or amendment of any Marketing Materials presented by Partner.
    3. No Waiver. Either Party's failure to enforce the other Party's strict performance of any provision of this Agreement will not constitute a waiver of the first Party's right to subsequently enforce such provision or any other provision of this Agreement.
    4. Limited Warranty. Both Parties warrant that at all times during the Term they will comply with all applicable laws, regulations, codes of practice, as well as this Agreement, the Terms, Privacy Policy and Guidelines. During the Term and after its termination for any reason whatsoever, Partner expressly undertakes not to do anything that might reasonably be expected to damage the business, interests or reputation of Zoom Video Communications, Inc. and will not make, publish or allow to be made or published any disparaging remarks concerning Zoom Video Communications, Inc., its representatives, or the Zoom Video Communications, Inc. Service.
    5. Disclaimer of Warranty. Other than Zoom Video Communications, Inc.'s express warranty under the previous subsection (e), Zoom Video Communications, Inc. makes no other warranty, express or implied, of any kind and Zoom Video Communications, Inc. expressly disclaims any and all warranties and conditions, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, availability, security, title, and/or non-infringement of the subject matter of this Agreement.
    6. Limitation of Liability. Neither Zoom Video Communications, Inc. nor any officer, employee, director or any other representative of Zoom Video Communications, Inc. shall be liable towards Partner or towards any third party, under or in connection with this Agreement or its termination, in contract, pre-contract, tort or otherwise for (i) any economic loss (including loss of revenues, profits, contracts, business or anticipated savings) or (ii) any loss of goodwill or reputation. Such losses include, without limitation, any special, indirect, incidental, statutory, punitive or consequential losses or damages as well as any losses or damages caused by interruption of operations. Notwithstanding any other circumstances or understandings surroundings any relations among the Parties, Zoom Video Communications, Inc.'s entire liability to Partner under this Agreement shall not exceed $100 U.S. for any and all claims for damages of any kind made by Partner under this Agreement, and by entering this Agreement Partner recognizes the limitations herein on Zoom Video Communications, Inc.'s liability.
    7. Independent Contractors. The Parties herein act on their own behalf as independent contractor. Nothing in this Agreement shall create any joint venture, agency, franchise, sales representative, employment or any other relationship between the Parties beyond the relations set out in this Agreement, and Partner is expressly precluded from acting on Zoom Video Communications, Inc.'s behalf. Partner's display of Licensed Marks under this Agreement, other content presented by Partner, or contact among Partner and third parties shall not misrepresent the relations described herein.
    8. Indemnification. Partner will indemnify, defend and hold Zoom Video Communications, Inc. and its subsidiaries, affiliates, officers and employees (the "Zoom Video Communications, Inc. Indemnified Parties") harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys' fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against the Zoom Video Communications, Inc. Indemnified Parties arising from any of the following: (i) a breach of the Agreement by Partner; (ii) the negligence, gross negligence or willful misconduct of Partner or its employees, agents or contractors; or (iii) a failure by Partner or its employees, agents, contractors or invitees to comply with the laws and regulations referenced hereinbefore.
    9. Confidential Information and Prohibition on Raiding. Each of the Parties guarantees that all information of a confidential nature received from the other Party before, during and after the conclusion of the Agreement shall remain confidential. Information shall in any event be considered confidential if related to pricing, discounts, Referrals' information or if designated as confidential by either of the Parties. Neither Party shall for the duration of this Agreement and for one year after termination thereof hire, employ or solicit any employee of the other Party, or have such employee work for such Party either directly or indirectly.
    10. Force Majeure. A Party shall not be obliged to perform any of its obligations herein if it is prevented from doing so by a situation of force majeure. "Force majeure" eevents shall include events beyond the reasonable control of the Parties, including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Zoom Video Communications, Inc.'s suppliers or defects in objects, materials or software of third parties. If a situation of force majeure lasts for more than thirty (30) days, either Party may terminate this agreement upon written notice to the other Party.
    11. Entire Agreement; Severability. This Agreement represents the entire agreement among the Parties regarding the subject matter thereof and the Parties' respective obligations and commitments herein. No other documents, or oral or written agreements among the Parties reflect in any way on the agreements laid out in this Agreement, and this Agreement may not be modified except in a writing executed by both parties. . Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
    12. Counterparts; Notices. This Agreement may be signed in counterparts and such counterparts shall be valid and binding on the parties hereto with the same effect as if original signatures had been exchanged. All notices relating to this Agreement shall be delivered via email (with return receipt) or next-day mail to the addresses detailed in the Cover Page.
    13. Governing Law; Jurisdiction; Dispute Resolution. This Agreement shall be governed by the laws of the State of California, U.S.A, without giving effect to any principles of conflicts of law. Jurisdiction shall lie exclusively in the District Courts of Santa Clara County, California, . The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in the State of California, and the Parties agree not to raise, and hereby waive, any objections or defenses based upon venue or forum non conveniens. Prior to initiating any legal action arising under or relating to this Agreement, a Party shall provide the other Party written notice of a dispute and the Parties shall actively and in good faith negotiate with a view to speedy resolution of such dispute within ten (10) business days of the receipt of such notice.

By submitting the Referral Partner Application, Partner represents and warrants that it has read, understands and accepts this Agreement.

EXHIBIT A

PERMITTED ZOOM VIDEO COMMUNICATIONS, INC. MARKS FOR USE BY PARTNER

  1. Logos:  

    Zoom.us Logo

  2. Box Letter Trademarks: Zoom Video Communications, Inc.® or ZOOM VIDEO COMMUNICATIONS, INC.® (Top level Zoom Video Communications, Inc. Mark associated with all of Zoom Video Communications, Inc.'s help desk product line).