CREATOR AGREEMENT

Welcome to Figma Community, a space where Figma users can share and sell resources with other users, available at figma.com/community (“Figma Community”)! On Figma Community, users who publish or sell resources on Figma Community are “Creators”, and those who acquire resources from Creators are “Customers”. This Community Creator Agreement (this “Agreement”) governs your activities as a Creator on Figma Community. Capitalized terms used but not defined herein are defined in Exhibit A.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THIS AGREEMENT BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THIS AGREEMENT WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

Binding Agreement. This Agreement is a binding agreement between you and Figma, Inc. (“Figma”, “us”, “we” or “our”). The term “you” or “your” means the Creator (whether an individual or entity). If you are an individual using Figma Community on behalf of a company (such as your employer) or other legal entity, then “you” or “your” means that entity and you represent and warrant that you have the authority to bind that entity to this Agreement. This Agreement does not have to be signed to be binding. We may modify this Agreement at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Agreement on our website or through other communications. Your continued use of Figma Community 30 days after such a change constitutes your agreement to the modified Agreement.
Your Relationship with Us.

2.1. Your License to Us. You grant us a non-exclusive, royalty free, worldwide (except to the extent prohibited by applicable law), non-transferable (subject to the section titled “Assignment” below) license to use your Products (i) for any use reasonably related to how you have directed us through Figma Community to provide or use such Products and (ii) internally for our own business purposes, such as for internal testing.

2.2. Our License to You. Subject to your compliance with the terms of this Agreement, you may use Figma Community and license your Products to Customers on Figma Community through the processes we provide. The foregoing constitutes consideration received by Figma under this Agreement.

2.3. Our Policies. You and your Products must comply with the Documentation, our Acceptable Use Policy (available at www.figma.com/aup), our Trademarks Guidelines (available at https://www.figma.com/using-the-figma-brand/), our Terms of Service (available at www.figma.com/tos), and any other policies or terms communicated to you. Our Privacy Policy (available at https://www.figma.com/privacy/) governs how we collect, use, and disclose your information.

2.4. Development Resources. Our Developer Terms (available at www.figma.com/developer-terms/) apply to your use of our Application Programming Interfaces (APIs), Software Development Kits (SDKs), and related documentation.

2.5. Ownership. As between the parties, we own all right, title, and interest in Figma Community and the Figma Services, and you own all right, title, and interest in your Products. You will not take any action to jeopardize, limit, or interfere in any manner with our ownership of and intellectual property rights in Figma Community or the Figma Services. You do not have any rights to data obtained through Figma Community or from Customers unless expressly granted herein. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under this Agreement.

2.6. Independent Development. We may have or develop products or features that may be competitive with your Products. You agree that nothing will serve to impair our right to develop, make, use, procure, or market such products or features now or in the future or will require us to compensate you in any way related to your Products, other than the payment obligations under this Agreement.

2.7. Feedback; Use Rights. To the extent that you give us feedback, comments, or suggestions concerning Figma Community or other products or services (collectively, “Feedback”), you hereby grant us a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully paid license to use and exploit the Feedback without payment, attribution, or restriction. Additionally, we may collect and analyze data and other information relating to the provision, use, and performance of various aspects of Figma Community and your Products, and related systems and technologies, and we will be free (during and after this Agreement) to use such data and information to maintain, improve, and enhance any products or services.

2.8. Advertisement Restrictions. You may not use Figma Community or your Products to advertise files that are available outside of Figma Community and whose purpose is to be used in Figma Services. Your Product may include other advertisements, but the primary purpose of your Products must not be advertising.

2.9. Payment Restrictions. Your Products that are files may not have any features or functionality that Customers can unlock through purchase outside of Figma Community.
Your Relationship with Customers.

3.1. Your Terms with Customers. You must follow our Licensing Terms, as well as the other terms set forth in the Documentation. You acknowledge that any default terms we provide do not constitute legal advice and that you are responsible for obtaining your own legal advice prior to entering into any terms with Customers. You agree that we do not and will not have any responsibility or liability related to compliance or non-compliance by you or any Customer under any agreement or license between you and the Customer.

3.2. Customer Data and Privacy Policy. If your Products process Customer Data, you must provide and maintain a publicly available privacy policy covering such processing that satisfies applicable legal standards and covers how you collect, use, store and share data in clear, understandable and accurate terms. You must process Customer Data solely in accordance with applicable laws, your terms with Customers, and, if applicable, your privacy policy.

3.3. Customer Communications. You may communicate directly with Customers only where required by applicable law or as consented to or requested by the Customers.

3.4. Customer Support. You are solely responsible for providing all support for your Products, and for providing to your Customers all information necessary for their use of your Products. You will use commercially reasonable efforts to provide support to your Customers for your Products during normal business hours. Unless otherwise specified in the Documentation, at a minimum you agree to provide an email address for support inquiries and, if you charge for your Products, respond to inquiries from Customers to that email address within three (3) business days and from us within one (1) business day. Failure to timely reply to inquiries as described above may result in suspension or termination, at our sole discretion and without notice to you.

3.5. Product Changes. Once your Product has been made available, you may not materially change the purpose or nature of your Product. You may always choose to create a new Product or take down an existing Product from Figma Community, in accordance with our take down process.
Financial Terms. This Section 4 only applies when a Customer purchases your Products on Figma Community and pays the applicable fee to us.

4.1. Commercial Agent. You appoint and authorize Figma as your non-exclusive disclosed commercial agent to conduct any action necessary regarding the sale of your Product on Figma Community, including promoting, selling, distributing and resolving payment disputes for your Products on the terms and conditions of this Agreement, and Figma accepts such appointment. You agree to pay Figma the applicable Fees for such services.

4.2. Pricing. You will select the pricing for your Products during the listing process and any subsequent pricing (including for renewals and upgrades) will be determined in accordance with the Documentation. Unless otherwise specified in the Documentation, all Products may only be listed and payable in U.S. dollars.

4.3. Payment. Subject to your compliance with this Agreement, for each sale of your Product, we will remit to you the amount we've received for your sale of your Product, less our Fees and any applicable taxes ("Net Proceeds"), approximately thirty (30) days after the end of the calendar month in which we received final payment from the Customer for such sale. You agree to provide us with valid bank account information in your name, so we can make remit amounts owed to you to that account via the method we choose. We are entitled to accrue and withhold payments, without interest, until the total amount due to you (net of any tax withholding, as further described below) is at least that required by the Stripe Terms and Conditions (“Minimum Holdback Amount”). We may change the Minimum Holdback Amount above the minimum set by Stripe on at least thirty (30) days’ notice to you. You are solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees you incur as a result of payments made to you.

4.4. Refunds. We may issue refunds for your Products to Customers at any time at our sole discretion without liability. If a refund is issued before you receive the Net Proceeds for the refunded sale, you acknowledge that you will have no right to receive such Net Proceeds. If a refund is issued after you’ve received the Net Proceeds for the refunded sale, we may offset such Net Proceeds from any amounts owed to you or we may require you to pay us back such Net Proceeds. Additionally, we may charge reasonable fees in connection with disputes between you and Customers. When this Agreement terminates, we may withhold all payments owed to you for at least 60 days from the date such payments are otherwise due to you in order to ensure we can offset any amounts refunded to Customers or any other amounts we are entitled to. In the event of a refund, Figma has the right to retain its Fees, notwithstanding the refund of the price to the Customer.

4.5. Taxes. Each party is responsible for the payment of all taxes (including any interest and penalties) in connection with this Agreement that are imposed on that party by law. Each party will be responsible for its own income taxes, employment taxes, and real property taxes. You are liable for all applicable taxes imposed on sales of your Products to Customers, but we may collect and remit such taxes at any time. All payments made by us to you, including Net Proceed payments, are exclusive of any taxes, fees, or charges that may apply to such payments. As a result, you are required to pay all applicable taxes (including income taxes) associated with any payments we make to you. We reserve the right to deduct or withhold any applicable taxes payable by you from amounts we owe to you, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you. If we were required to collect a tax and did not do so at the time of sale, we reserve the right to later charge you for the applicable tax. You must provide us with your tax information upon request, including your tax identification number (e.g., a W-9) or your withholding certificate (e.g., W-8). Figma will file appropriate tax return information returns (e.g., 1099 or 1042-S) as required by any relevant tax jurisdiction.
Security

5.1. Security Obligations. You and your Products must employ appropriate technical, administrative and physical safeguards to protect the security, availability, integrity and confidentiality of the Products and Customer Data. You agree to fix all security vulnerabilities we identify to you within the timeframes specified to you.

5.2. Security Incidents. You must notify us within 24 hours upon becoming aware of a Security Incident. You will preserve evidence regarding the Security Incident, and provide us with information we request regarding the Security Incident. You agree to take such actions, at your expense, as Figma may reasonably request to respond to, investigate, and mitigate adverse effects of any Security Incident. Before you communicate with the public (e.g., via press release, blogs, or social media) or any third party (other than your Representatives) about a Security Incident, you will consult with Figma regarding such communication, provided doing so does not unreasonably interfere with your investigation or remediation of the Security Incident or your compliance with your legal obligations.

5.3. Security and Privacy Review. We, or our designated agent, may conduct security testing or a privacy review on your Products, including, at our option and in our sole discretion, penetration testing and submission to bug bounty programs. We reserve the right to audit your Products to ensure that they do not violate law, our terms, or our policies, and you will cooperate with any inquiries related to such an audit.
Warranties.

6.1. Your Warranties. You represent, warrant, and covenant to us during the term of this Agreement that:
1. you are able to form a legally binding contract and you are at least 18 years of age (if you offer paid Products) or you are at least 16 years of age (if you only offer free Products);
2. you have the requisite authority to enter into and perform this Agreement;
3. you hold all necessary rights to provide your Products to Customers on Figma Community and doing so does not violate any law applicable to you or Figma;
4. you will comply with all applicable laws and regulations;
5. your Products will be compatible at all times with the latest version of the Figma Services; and
6. the information you provide about your Products is true, accurate and complete.

6.2 DISCLAIMERS. WE MAKE NO WARRANTY THAT FIGMA COMMUNITY WILL MEET YOUR REQUIREMENTS OR THAT FIGMA COMMUNITY OR YOUR PRODUCTS WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF FIGMA COMMUNITY, AND WE MAKE NO GUARANTEES AROUND DATA RETENTION OR PRESERVATION. FIGMA COMMUNITY IS PROVIDED “AS IS” AND “AS-AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER RELATING TO THIS AGREEMENT OR FIGMA COMMUNITY. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, ABSENCE OF LATENT OR OTHER DEFECTS, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, THE PRESENCE OR ABSENCE OF ANY ERRORS (WHETHER OR NOT KNOWN OR DISCOVERABLE), AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

7. Indemnity.

7.1 Indemnification by Us.

7.1.1. We will defend you from any third party claim, action, suit, or demand (a “Claim”) based on an allegation that Figma Community violates, infringes, or misappropriates any third-party copyright, trade secret, or trademark, and we will indemnify you for any costs, liabilities, damages, or other amounts (including reasonable attorneys’ fees) actually paid or payable to unaffiliated third parties (“Losses”) resulting from such Claim.

7.1.2 We will have no obligation to indemnify you for any Claim eligible for indemnification to the extent it is based on: (a) your failure to use updates or modifications to Figma Community that we make available to you that would have helped avoid or mitigate the Claim; (b) the combination, operation, or use of Figma Community with third-party equipment, devices, software, systems, or data, where the infringement would not have occurred but for such combination, (c) your use of Figma Community in violation of the Agreement, or (d) your Products or your customers.

7.1.3 THIS SECTION 7.1 SETS FORTH OUR SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT BY FIGMA COMMUNITY AND ANY OTHER TYPE OF CLAIM SPECIFICALLY COVERED UNDER OUR INDEMNITY OBLIGATION (IF ANY). YOU WILL NOT BE ENTITLED TO ANY FORM OF IMPLIED OR EQUITABLE INDEMNIFICATION AT ANY TIME, WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY, AND ANY RIGHT THERETO IS HEREBY IRREVOCABLY WAIVED AND DISCLAIMED BY YOU.

7.2 Indemnification by You. (a) You will defend us, our officers, directors, employees, and agents from any Claim based on (i) your Products (including infringement of anyone’s intellectual property rights) or your customers, (ii) your use of Figma Community in violation of this Agreement, (iii) your breach of your warranties in Section 6.1 or your confidentiality or security obligations, or (iv) any Security Incident related to your Products, and (b) you will indemnify us, our officers, directors, employees, and agents from any Losses resulting from any such Claim.

7.3 Process. If a party entitled to indemnification (the “Indemnified Party”) becomes aware of any indemnifiable Claim, such party will give the other party (the “Indemnifying Party”) written notice of the Claim as soon as reasonably practicable. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense or settlement of the Claim, and will allow the Indemnifying Party to have sole control of the defense or settlement. Subject to the prior sentence, the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim. To take advantage of the indemnity, the Indemnified Party must use all commercially reasonable efforts to mitigate its Losses. The Indemnified Party is not required to admit liability, except as required by applicable law, and any compromise or settlement of a Claim requiring the Indemnified Party to admit liability or to pay any money will require the prior written consent of both parties, such consent not to be unreasonably withheld or delayed. The indemnity obligations of the Indemnifying Party will be contingent on the Indemnified Party’s compliance with this process.

8. Limitations of Liability

8.1 Limitation on Indirect Liability. EXCEPT FOR EXCLUDED CLAIMS, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL EITHER PARTY, ITS AFFILIATES AND ITS OR THEIR CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, ITS “PARTY REPRESENTATIVES”), BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, DATA, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR THE INABILITY TO USE FIGMA COMMUNITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2 Limitation on Amount of Liability. EXCEPT FOR EXCLUDED CLAIMS, UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL THE TOTAL LIABILITY OF EITHER PARTY AND ITS OR THEIR PARTY REPRESENTATIVES FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR THE INABILITY TO USE FIGMA COMMUNITY, EXCEED, IN THE MAXIMUM AGGREGATE, THE GREATER OF YOUR PROCEEDS FROM FIGMA COMMUNITY IN THE SIX-MONTH PERIOD PRIOR TO THE DATE ON WHICH THE DAMAGE OCCURRED AND $100.

8.3 IN GENERAL. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THE AGREEMENT. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

9. Term and Termination.

9.1 Term. The term of this Agreement commences on the date you accept this Agreement and will continue in effect so long as any Customer has the ability to license your Products on Figma Community or until terminated by Figma.

9.2 Termination and Suspension. Notwithstanding anything else herein, we may determine in our sole discretion the Products listed on Figma Community. Accordingly, we may remove or suspend your Products, terminate your access to and use of Figma Community and/or terminate this Agreement, at our sole discretion, at any time and without notice or liability to you. You may stop making your Products available on Figma Community at any time through the process we establish.

9.3 Effect of Termination. Upon any termination of this Agreement or delisting of your Products from Figma Community, we may, in our discretion, retain copies of your Products and data for our record-keeping purposes. Additionally, we may, in our sole discretion, allow Customers to access Products they’ve downloaded or purchased from you after termination of this Agreement, delisting of your Products, or deletion of your account.

9.4 Post Termination Obligations.

9.4.1 To Customers. Termination or expiration of this Agreement has no impact on your agreements with your Customers, and you must continue to comply with the terms of any agreements between you and your Customers until those agreements terminate or expire.

9.4.2 To Figma. Sections 2.3-2.9, 3, 4 (to the extent there are any outstanding payment obligations), 5, 6.2, and 7-10 will survive any termination or expiration of this agreement.

10. Miscellaneous.

10.1. Figma Services Terms. This Agreement does not grant you any right to access or use our online collaboration tools, including Figma Design and FigJam (the “Figma Services”), which are instead governed by a separate agreement with us (our agreement with you for Figma Enterprise or Figma Organization or, if we do not have one, our Terms of Service (available at https://www.figma.com/tos/) and our Privacy Policy (https://www.figma.com/privacy/)).

10.2. Non-Public Information. We have or may disclose to you non-public information (“Non-Public Information”). Non-Public Information expressly includes information regarding features, functionality, and performance (including Early Access Features) of Figma Community and our other products and services that is not generally available to the public. You will use our Non-Public Information only in connection with your use of Figma Community, and will not disclose such Non-Public Information other than to your employees, contractors or agents (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. You are responsible for your Representatives as if they were you hereunder.

10.3. Community Restrictions. You will not and you will not encourage or assist third parties to: (i) reverse engineer or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to Figma Community (except to the extent that such a restriction is impermissible under applicable law); (ii) allow others to access or use Figma Community with your credentials; and (iii) copy, modify, or create derivative works of Figma Community.

10.4. Assignment. This Agreement (and your access to Figma Community) is not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void. You may only assign or transfer, directly or indirectly, ownership of Products to anyone who has entered into the equivalent of this Agreement with Figma, and you must follow any reasonable instructions by Figma to effectuate such transfer.

10.5. Publicity. We may use your name, trademark, trade name, or logo (“Marks”) for marketing or promotional purposes. Any goodwill that accrues to your Marks from our use in accordance with this Section will inure exclusively to you. You may use our trademarks only in accordance with the Trademark Guidelines.

10.6. Force Majeure. We will not be liable for, or be considered to be in breach of or in default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond our reasonable control, including if a governmental authority with proper jurisdiction prohibits us from performing our obligations under the Agreement. If we believe in good faith that we are legally prohibited from allowing you to be on Figma Community, we may terminate your account or this Agreement at our sole discretion.

10.7. Notices. Any notices or other communications provided by us under this Agreement, including those regarding modifications to this Agreement, will be given by us: (i) via e-mail; or (ii) by posting to Figma Community. Any notices or other communications provided by you under this Agreement will be sent to us at support@figma.com. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

10.8. Severability. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that the Agreement will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

10.9. No Partnership. Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of the Agreement, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

10.10. Early Access Features. Product features clearly identified as Alpha or Beta features (collectively “Early Access Features”) made available by us are provided to you for testing purposes only, and we do not make any commitment to provide Early Access Features in any future versions of Figma Community. You are not obligated to use Early Access Features. We may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Agreement, all Early Access Features are provided "AS IS" without warranty of any kind and without any performance obligations.

10.11. Governing Law. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

10.12. Dispute Resolution for Individuals. You and we both agree to resolve disputes related to your use of Figma Community or this Agreement (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.

What is arbitration?

Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court.

Can a Claim be part of a class action or similar proceeding?

NO. YOU AGREE TO RESOLVE YOUR CLAIMS WITH US SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. WE AGREE TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

What rules apply in the arbitration?

The arbitration will be conducted under the American Arbitration Association (“AAA”) Consumer Arbitration Rules (the “AAA Rules”). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

How will the arbitration be conducted? How much does it cost?

The arbitration will be conducted by the AAA or a comparable arbitration body in the event the AAA is unable to conduct the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules.

Unless the arbitrator finds your Claim frivolous, we’ll pay for all filing, administration and arbitrator fees if your Claim is for less than $10,000, and we won’t seek our attorneys’ fees and costs if we prevail in the arbitration. The arbitration may be conducted in writing, remotely (e.g., by videoconference), in San Francisco, California, United States or at some other location that we both agree to.

How do I start an arbitration proceeding?

To begin an arbitration proceeding against us, send a letter requesting arbitration and describing your Claim to legal@figma.com, 760 Market St, Floor 10, San Francisco, CA 94102. If we request arbitration against you we will give you notice at the email address or street address you provided.

INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION

If you don’t want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying us of your decision in writing at arbitration-opt-out@figma.com, 760 Market St, Floor 10, San Francisco, CA 94102. You must opt-out within 30 days of the date you first agree to this Agreement or any updated Agreement.

DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION

The sole jurisdiction and venue for any Claims that are not handled by arbitration will be the state and U.S. federal courts located in San Francisco, California, and both parties consent to the jurisdiction of such courts. BY ENTERING INTO THESE TERMS, YOU AND FIGMA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

This Section 11.13 only applies to Claims between us and individuals, and is governed by The Federal Arbitration Act.

10.13. Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action, or dispute between the company or other legal entity and Figma arising out of or relating to this Agreement or Figma Community will be resolved exclusively accordingly to the process set forth in Section 10.12, except that, to the extent legally permitted, (1) each party will be responsible for their own filing, administrative, arbitrative and similar fees, (2) the losing party will pay the prevailing party for all costs and attorney’s fees and (3) the AAA Commercial Arbitration Rules will apply to any arbitration between us.

10.14. Government Use. If you are a U.S. government or other U.S. governmental entity (or your use of Figma Community is for the U.S. government or another U.S. governmental entity), the following terms apply:

10.14.1 Use By or For the U.S. Government and Other Governmental Entities. Figma Community and Documentation are “commercial computer software,” (as defined at 48 C.F.R. §§ 2.101 and 252.227-7014(a)(1), and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, as applicable), and any associated services are “commercial services” as defined in 48 C.F.R. §2.101. The Figma Community and Documentation are provided to U.S. Government and other governmental entities, for use by you or on your behalf, subject to the terms of this Agreement and with only those rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with Figma Community as provided in this Agreement, except that, for U.S. Department of Defense agencies and end users, technical data customarily provided to the public is furnished in accordance with 48 C.F.R. § 252.227-7015. If a U.S. Government agency or end user has a need for rights not conveyed under these terms, it must negotiate with Figma to determine if there are acceptable terms for transferring such rights, and a mutually acceptable addendum to the Agreement will be required in any applicable contract or agreement.

10.14.2. Waived Terms. The sections in the Agreement titled “Governing Law,” “Dispute Resolution,” “Indemnification by You,” and any other terms inconsistent with federal or other applicable U.S. law are hereby waived to the limited extent they are inconsistent with federal law or other applicable law pertaining to another governmental entity. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.

10.15. Interpretation. Whenever the words “including,” “include,” “includes,” or “such as” are used herein, they will be deemed to be followed by the phrase “without limitation.”

10.16. Entire Agreement. This Agreement, which includes our Documentation and our Privacy Policy, supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms provided by you will not apply between the parties even if signed, acknowledged or accepted by us, unless we specifically reference this clause and waive our rights.

Exhibit A – Definitions

Defined Terms. The following capitalized terms will have the meanings set forth below:
1. “Customer Data” means content and data collected through or used by your Products, including information about Customers, others with whom they interact through Figma Community or the Figma Services, or any information relating to an identifiable natural person or otherwise governed by privacy laws.
2. “Documentation” means Figma-provided documentation available at https://help.figma.com/hc/en-us/categories/360002772634-Community or such successor link identified by Figma and any policies or instructions provided to you via Figma Community.
3. “Excluded Claims” means damages resulting from your (1) willful misconduct or gross negligence, (2) infringement of anyone’s intellectual property rights, (3) breach of your confidentiality or security obligations, or any of your representations, warranties or covenants, or (4) indemnification obligations.
4. “Fees” means the amount you pay Figma from a sale of your Product, as set forth during the listing process.
5. “Products” means files, widgets, plugins, extensions, tools, applications, software, products or services designed to operate with the Figma Services and that you deliver to us or make available through Figma Community.
6. “Security Incident” means the accidental, unlawful, or unauthorized access to, use, disclosure, alteration, loss, or destruction of (i) Customer Data; (ii) your Products; (iii) Figma Community and/or (iv) the Figma Services.