Marketplace Developer Agreement

This Marketplace Developer Agreement (“Agreement”) constitutes a legally binding agreement between you and Zoom Video Communications, Inc. (“Zoom”, “we”, “us”, or “our”) and governs your ability to develop, publish, distribute, sell, and otherwise make available (“Publish”) your software, applications, tools, videos, integrations, and other digital media, content or services (including any digital media, content or services made available through your Application) (collectively, your “Application”) on the Zoom App Marketplace (“Marketplace”). For the purposes of this Agreement, the Marketplace means the service to Publish your Application provided by Zoom at https://marketplace.zoom.us and within Zoom’s other services, websites, or products (collectively, “Zoom 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 API License and Terms of Use (the “API Terms”).

1. 1. Applicable Terms
      1. Structure of Agreement. This Agreement includes the terms and conditions in the main body of the Agreement and any addenda to this Agreement (each, an “Addendum”).  Each Addendum will only apply to you to the extent that you are engaged in the activity to which the Addendum applies.  For example, the Paid Application Terms Addendum to this Agreement applies to you only to the extent your Application is a Paid Application. For the purposes of this Agreement, a “Paid Application” is an Application that requires End Users to pay a one-time fee, recurring subscription fee, or other fee to access that Application. “End Users” means users of an Application.
      2. Applicable Terms.  Distribution of your Application in the Marketplace is governed by this Agreement, the Zoom Terms of Service or Master Subscription Agreement or other similar terms of service between you and Zoom (each a “Service Agreement”), as applicable, and the API Terms (collectively, the “Terms”).  In the event of a conflict between this Agreement and the Service Agreement, as applicable, or API Terms, this Agreement controls with respect to the publication and distribution of your Application on the Marketplace.  In the event of any conflict between the body of this Agreement and any Addendum to this Agreement, the Addendum shall control with respect to the subject matter of that Addendum. 
      3. 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 Publish your Application on the Marketplace.
      2. Zoom Approval for Your Application: Before you may Publish your Application on the Marketplace, your Application must be approved, in writing, in advance, by Zoom.  Zoom may approve or reject your Application for any or all such purposes and uses in its sole discretion, in whole or in part.
      3. Authorization for Distribution. You authorize and instruct Zoom and grant it a non-exclusive, worldwide, revocable, fully paid-up and, royalty-free (except in the case of Paid Applications) license to: (1) host, publish, list, display, and distribute your Application on the Marketplace, and reproduce, distribute, publicly perform, publicly display, communicate to the public and make available your Paid Application (including digital media, content or services made available through your Paid Application, including as made available through in-app purchases) on your behalf; and (2) permit End Users to view, use, download, install, 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 (including any digital media, content or services made available through your Application) and the accuracy and lawfulness of your Application. You represent and warrant on a present and continuing basis 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. You will not make any false, inaccurate, or misleading claims or statements regarding your Application or otherwise mislead End Users regarding the performance, functionality, or other aspects of your Application.  You shall ensure your Application remains fully functional for End Users.
      5. Support and Service for End Users. You agree to use commercially reasonable efforts to provide prompt and comprehensive support and service to End Users.  Your failure to provide adequate support and service to End Users may result in the removal of your Application from the Marketplace.
      6. No Zoom Obligations to End Users. Except as set forth in the Paid Application Terms Addendum, 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. Direct Relationships with End Users.  You will enter into terms of use directly with your End Users and inform your End Users in a legally adequate manner 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 must comply with applicable laws and regulations and clearly and accurately describe 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 Terms.
      8. 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 or in the event of any other termination of this Agreement, you agree to continue to provide your Application to End Users during a commercially reasonable wind-down period (including, with respect to End Users that have pre-paid for subscriptions for Paid Applications, through the end of any such subscription terms that are in effect as of the date or termination) and to implement procedures relating to the wind-down of 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.
      9. 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 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.  In the event your app is suspended or disabled, Zoom may, in its sole discretion, offer refunds to paid users of your app as set forth in the Paid Application Terms Addendum.
      10. Publishable URL for Testing. You may request a uniform resource locator (“URL”) that permits you and trusted third parties 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.
      11. Modifications and Updates.  You acknowledge and agree that Zoom may modify, amend, change, or deprecate all or part of the Marketplace and/or requirements to Publish your Application at any time and in its sole discretion. We may make these changes without prior notice to you, but we will use commercially reasonable efforts to provide you with notice of new requirements and changes where they are material.  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 Products.
      12. Export Requirements.  You represent and warrant that – in the event that your Application contains, uses or supports any data encryption or other cryptographic functionality or any other technology controlled under United States Export Administration Regulations – you have complied with the United States Export Administration Regulations and appropriate authorizations from other countries that mandate import authorizations for your Application (and digital media, content or services made available through your Application). At Zoom’s request, you will provide to Zoom electronic copies of an Export Control Classification Numbers (ECCN), Commodity Classification Automated Tracking System (CCATS) codes assigned by the United States Bureau of Industry and Security (BIS) and any export license applications or self-classification reports submitted to the BIS, to the extent applicable.  With the exception of SDK Applications, Zoom will only allow access to your Application, in Zoom’s cloud, to End Users’ data required to run the Application in Zoom’s Cloud (conditioned on End Users’ consent).  You represent and warrant that your Applications do not require any authorization or license from BIS (or that you have obtained all required authorizations and/or licenses from BIS) to be made available in the manner described above by Zoom to End Users.
   3. End User-Related Obligations
      1. End User Communication. You may communicate directly with End Users in connection with your Application only where such communication is: (i) for technical or support reasons, (ii) required under applicable laws, 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 use your Application to send marketing messages to End Users within the integrated Zoom Products 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 Products; 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 all applicable laws. 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 and any applicable wind-down period set forth in this Agreement, to use your name, trademarks, service marks, logos, and symbols (collectively, “Your Marks”; these types of intellectual property generally, “Marks”) subject to your brand use guidelines provided to Zoom (if provided to Zoom), solely (i) to promote your Application on the Marketplace and within Zoom Products, 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 Zoom 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 and the Zoom App Marketplace Marketing Resources Guide, which may be modified by Zoom from time to time in its sole discretion.  No other license to the Zoom Marks or any other trademark owned by Zoom is granted. All goodwill generated by 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 any of the Zoom Marks, 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 and we retain ownership or any other rights in Zoom’s intellectual property, including, without limitation, all rights in and to the Marketplace, all other technology, content, information, or services used in or comprising the Marketplace (excluding your Application) and Zoom Products.
      2. Your Intellectual Property.  Subject to the limited licenses provided in this Agreement, Zoom does not obtain and, as between us and you, you retain 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 restriction and 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, certifies, or guarantees your Application, or that you are a partner of Zoom.  You shall not make any representations, warranties, or commitments regarding the Marketplace, any Zoom Products or otherwise on behalf of Zoom or any of its affiliates.
   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 by you and Zoom and such agreement may be accomplished through your acceptance of online terms and conditions or other similar terms such as the Paid Application Terms Addendum to this Agreement.
   8. Termination
      1. Term. This Agreement will remain in force until terminated by Zoom or you in accordance with its terms.
      2. Termination by Zoom.  Zoom may terminate this Agreement at any time, for any reason, without prior notice, liability, or other obligation to you. A violation of Zoom’s Terms, Zoom’s Privacy Statement (available at https://explore.zoom.us/en/privacy/), or other conduct that reasonably appears to violate your legal obligations with respect to the privacy of Zoom users, is an independent basis for termination by Zoom. 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) and/or any Addenda to the Agreement by providing Zoom with written notice no later than 60 days prior to the desired effective date of termination, subject to any obligations to continue providing your Application during any wind-down period pursuant to Section 2.8 of this Agreement.  Termination of your Zoom account or the API Terms will result in the automatic termination of this Agreement, subject to the terms of this Agreement.  Upon termination of this Agreement (and following any applicable post-termination wind-down period pursuant to Section 2.8 of this Agreement), all licenses granted in this Agreement will immediately expire and you must remove your Application from the Marketplace and from within Zoom Products, as applicable. You must also comply with End Users’ requests regarding the deletion of data accessed or obtained through your Application pursuant to Section 3.2 of this Agreement.
      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 this Agreement.  
   9. Disclaimer
      1. DISCLAIMER. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OR GUARANTEES WITH RESPECT TO THE MARKETPLACE OR YOUR ABILITY TO PUBLISH YOUR APPLICATION ON THE MARKETPLACE OR WITHIN A ZOOM 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 APPLICABLE LAWS, 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 APPLICABLE LAWS. NOTHING IN THIS AGREEMENT IS 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 APPLICABLE LAWS, 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, THE MARKETPLACE, OR YOUR ABILITY TO DEVELOP, PUBLISH, DISTRIBUTE, SELL AND OTHERWISE MAKE AVAILABLE 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 applicable laws.
   11. Indemnification
       1. INDEMNITY BY YOU.  YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS ZOOM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SERVICE PROVIDERS, 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.  YOU WILL NOT CONSENT TO THE ENTRY OF A JUDGMENT OR SETTLE A CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD. COUNSEL THAT YOU USE TO DEFEND ANY CLAIM SUBJECT YOUR INDEMNIFICATION SHALL BE REASONABLY SATISFACTORY TO US.
   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, provided that we may seek injunctive relief (or similar remedies) in any jurisdiction.
       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 (or any of its rights, duties or obligations under this Agreement), in whole or in part, 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 the development, publication, distribution, sale and making available of your Application on the Marketplace or within Zoom 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 under applicable laws, 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. Notices.  Any notice or other communication to be given hereunder will be in writing and given (i) by us via email to your Zoom Account Admin, via a posting on the Marketplace, or via email to the email specified in your developer account information, or (ii) by you via email with a subject specifying “Legal Notice” to legal@zoom.us, or to such other email or physical addresses as we may specify from time to time. The date of receipt will be deemed the date on which such notice is transmitted. 
       5. No Waiver. No failure by Zoom to enforce any of its rights will act as a waiver of such rights.
       6. 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).
       7. Independent Parties. Nothing in this Agreement shall be deemed or construed to constitute or create employment, partnership, association, joint venture, agency (unless expressly stated otherwise in any applicable Addendum), or fiduciary relationship between the parties.
       8. No Third Party Beneficiaries.  There are no third-party beneficiaries to this Agreement. 

THE FOLLOWING SECTIONS (COLLECTIVELY, THE “EU TERMS”) APPLY ONLY TO EU DEVELOPERS. FOR THE PURPOSES OF THIS AGREEMENT, YOU ARE AN EU DEVELOPER IF YOU ARE BASED IN THE EUROPEAN UNION AND OFFER YOUR APPLICATION TO CONSUMERS LOCATED IN THE EUROPEAN UNION.  IF YOU ARE AN EU DEVELOPER, THESE EU TERMS REPLACE THE TERMS ABOVE WHERE THEY CONFLICT. 

1. 1. 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 any other Zoom 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.
      2. If you believe your Zoom account has been suspended or disabled in error, you can lodge a complaint by email to devreports@zoom.us.
   2. 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 does not 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.
   3. 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 the Marketplace are selected based on a number of criteria, including the number of subscribers, recent growth in subscribers, and strategic partnerships, and the number of Zoom API calls.
   4. 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 your Applications, active and inactive End Users of your 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 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.
   5. 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.
   6. Complaint-handling system
      1. If you are dissatisfied with a matter related to the Marketplace, 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.
   7. 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 laws, mediation is voluntary and neither you nor Zoom are obliged to settle disputes through mediation.
   8. 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 to Publish, distribute, sell and otherwise make available your Application on the Marketplace and within other Zoom 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 your Application on the Marketplace or within Zoom 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 and any applicable wind-down period. You agree that if you continue to Publish your Application on the Marketplace or within Zoom Products, such activities will constitute 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, in the event of a conflict between these EU Terms and any other provision of this Agreement, these EU Terms shall govern and control. 

THE FOLLOWING ADDITIONAL SECTIONS (COLLECTIVELY, THE “ZOOM FOR GOVERNMENT TERMS”) APPLY TO YOU ONLY IF YOU DISTRIBUTE OR SEEK TO DISTRIBUTE AN APPLICATION ON THE ZOOM FOR GOVERNMENT MARKETPLACE AVAILABLE AT HTTPS://MARKETPLACE.ZOOMGOV.COM.

1. The term “Marketplace” in this Agreement refers to the Zoom for Government Marketplace available at https://marketplace.zoomgov.com.
2. Before approving your Application for publication on the Zoom for Government Marketplace, and as a condition of continuing to make your Application available on the Zoom for Government Marketplace, Zoom may require you, at your own expense, to submit your Application for a review consisting at least of an API scan by an independent third party approved by Zoom and a vulnerability and risk assessment (“ZfG Security Review”) to ensure that your Application does not threaten the security, integrity, availability or performance of Zoom’s services, software, or applications. Zoom will request such ZfG Security Review in writing and will make such request no more than once per calendar quarter. You shall provide Zoom and Zoom’s approved third-party reviewer, at no charge, with full user-level access to your Application(s) and shall cooperate with the reviewer in the ZfG Security Review and provide such information as Zoom or the reviewer may reasonably request to complete the ZfG Security Review. You represent and warrant that all information you provide to Zoom and the reviewer in connection with your Application is true and accurate. Promptly upon completion of a ZfG Security Review, you shall provide Zoom with the results of the API scan, or authorize the reviewer to provide such results directly to Zoom. Except as required by applicable law, Zoom shall keep the results of any ZfG Security Review confidential. Zoom may require, at its sole discretion, that you make adjustments or improvements to your Application’s security standards or processes as a condition to publishing or continuing to offer your Application on the Zoom for Government Marketplace.
3. Before you distribute your Application on the Zoom for Government Marketplace, you will inform Zoom in writing of any cybersecurity standards or certifications which your Application, or any software or platform to which your Application enables access, meets or has obtained, or has applied for and been declined, including but not limited to FedRAMP, Cybersecurity Maturity Model Certification, or NIST Cybersecurity Framework (the “Security Standards”). You shall notify Zoom in writing promptly upon learning that your Application or any software or platform to which your Application enables access has ceased to comply with any Security Standards you previously identified to Zoom under this Section 23, and shall remediate any such lack of compliance within 30 days. You agree that Zoom may remove, or limit access to, your Application, during the remediation period.  
4. If these Zoom for Government Terms apply to you, these Zoom for Government Terms shall govern in a conflict between these Zoom for Government Terms and any other provision of the Agreement, but only to the extent necessary to resolve the conflict.