21.3 Terms and Conditions: This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings between the parties with respect to such subject matter, with the exception of the Reseller Customer Agreement. Zoom may change or modify the terms of this Agreement from time to time in its sole discretion. Zoom will use commercially reasonable efforts to notify you of material changes to this Agreement. Within ten (10) business days of the posting of any changes to this Agreement (or within ten (10) business days of the date of notification, if any), they will be binding on you. If you do not agree with the changes, you must stop using the Services. If you continue to use the Services after such a ten-day period, you will be deemed to have accepted the changes to the terms of this Agreement. In order to participate in certain Services, you may be informed that you must download software and/or agree to additional terms. Except as expressly provided in these Additional Terms, these Additional Terms are hereby incorporated into this Agreement. This Agreement has been prepared in English and this version is authoritative in all respects, and any non-English version of this Agreement is for hosting purposes only.
21.1 Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of California as they apply to agreements entered into and intended to be performed in California by California residents. The parties agree to the exclusive jurisdiction and venue of the state courts located in Santa Clara County, California, and the federal courts located in the Northern District of California. When you first perform any of the following actions, you enter into a legally binding contract with the non-Zoom company(ies) from which you order the Services («Resellers») that govern the entire order, purchase, access to, and use of the Services (the «Reseller Customer Agreement»): (a) enter into any agreement, order, or other document containing this Agreement; or otherwise accept or accept this Agreement; or (b) access or use the Services after being informed that this Agreement applies to such Services or to such access or use. The Reseller Customer Agreement includes all terms and conditions between you and the Reseller relating to ordering, purchasing, accessing or using the Services (including, but not limited to, this Agreement) and all orders for services made or placed by or on your behalf, each of which is subject to this Agreement. For the avoidance of doubt, any transaction, trade or relationship between you and Reseller – and any terms, conditions, documents, documents or other content agreed upon or entered into by you and Reseller or otherwise applicable to you – that are not related to the Services or the ordering, purchase, access or use of such Services (e.B. Your order for Reseller`s goods or services that are not the Zoom Services) (each such transaction, document, etc., a «Third Party Agreement») is outside the scope of the Reseller Customer Agreement, and this Agreement does not apply to such third party agreement. The person who accepts or accepts this Agreement represents and warrants to Zoom and reseller that they have the authority to bind themselves or the company representing that person to the Reseller Customer Agreement and this Agreement. IF SUCH PERSON DOES NOT HAVE SUCH AUTHORITY OR DOES NOT ACCEPT THIS AGREEMENT, HE OR SHE SHALL NOT ACCEPT THIS AGREEMENT, PLACE AN ORDER OR ORDER, ACCESS OR USE THE SERVICES, OR AUTHORIZE OR PERMIT ANY OTHER PERSON TO DO SO.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZOOM OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER FINANCIAL LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES OR THE PROVISION OR PROVISION OF FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING OUT OF TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE MAXIMUM CUMULATIVE LIABILITY OF ZOOM, ITS AFFILIATES, SUPPLIERS AND RESELLERS AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES THAT LED TO SUCH CLAIMS. . * To complete the purchase in INR, invoicing and sales to contacts in India must be made. Zoom Phone cannot be purchased in INR. Zoom provides the Services, and you may access and use the Services in accordance with this Agreement and the Reseller Customer Agreement. Zoom provides standard updates to the services that Zoom typically makes available at run time. Zoom may, in its sole discretion, discontinue the Services or change the functionality of the Services from time to time without notice «Zoom Telephone Commitment» means the minimum monthly plan of minutes that a Zoom Phone Meter Calling Plan Customer agrees to use in connection with the Zoom Phone Services. This Appendix A of the Zoom Reseller Terms of Service describes the Services that may be ordered through a Reseller Customer Agreement or provided by Zoom and sets forth additional Terms specific to the Service that may apply to Zoom`s provision of the Services and Customer`s use of the Services.