Archived on: February 1, 2021. See current version.

This Figma Master Subscription Agreement (“Master Agreement”) governs transactions by which Customer (as defined below) purchases access rights to the Figma Platform (as defined below) and related services from Figma, Inc. (“Figma”).

BY ACCEPTING THIS MASTER AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING A SERVICE ORDER OR OTHER DOCUMENT THAT REFERENCES THIS MASTER AGREEMENT, BY USING (OR MAKING ANY PAYMENT FOR) THE FIGMA PLATFORM, OR BY OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS MASTER AGREEMENT, YOU: (1) AGREE TO THIS MASTER AGREEMENT ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“CUSTOMER”); (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THIS MASTER AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS MASTER AGREEMENT, YOU MUST NOT ACCEPT THIS MASTER AGREEMENT AND MAY NOT USE THE FIGMA PLATFORM.

Specific details regarding the Figma Platform will be specified in a Service Order (as defined below). This Master Agreement together with any Service Order(s) collectively constitutes this “Agreement” between Figma and Customer. The parties agree as follows:

1. Defined Terms.

The following capitalized terms shall have the meanings set forth below. Any capitalized terms used but not defined in this Master Agreement will have the meaning provided in the applicable Service Order.

1.A. “Authorized Users” means employees, contractors and affiliates of Customer for whom Customer has paid all applicable fees to permit them to access and use the Figma Platform.

1.B. “Customer Data” means non-public data uploaded by Customer to the Figma Platform.

1.C. “Documentation” means Figma-provided user documentation, in all forms, relating to the Figma Platform (e.g., user manuals, on-line help files).

1.D. “Service Order” means an ordering document or online order specifying the Figma Platform to be provided hereunder that is entered into between Customer and Figma, including any addenda and supplements thereto.

1.E. “Order Term” means the Service Order term length specified in the applicable Service Order.

1.F. “Scope Limitations” means any limitations on Customer’s use of the Figma Platform specified in a Service Order.

1.G. “Figma Platform” means Figma’s mobile applications, application program interfaces, desktop application and browser-based software platform that enable users to create and collaborate with one another in the design of user interfaces and other software development projects, including any updates, enhancements, or improvements thereto.

1.H. “Applications and Materials” means any application(s) and/or material(s) that are developed by Customer, including, but not limited to, design files, plugins, component libraries, and code components that can be made available via, and published to, the Figma Platform for use by other Authorized users or other users of the Figma Platform outside of Customer’s organization, in accordance with the functionality of the Figma Platform.

2. Provision of the Figma Platform and Support.

2.A. Service Orders. Each Service Order is subject to and governed by this Master Agreement. If there is a conflict between this Master Agreement and a Service Order, this Master Agreement will control unless the Service Order expressly states that a specific provision of this Master Agreement will be superseded by a specific provision of the Service Order.

2.B. Access to the Figma Platform. Subject to Customer’s payment of all fees and compliance with the terms and conditions of this Agreement, Figma grants to Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicenseable right during the Order Term to use the Figma Platform specified in the applicable Service Order by and through its Authorized Users in support of Customer’s business operations and in accordance with any Scope Limitations.

2.C. Documentation. Subject to Customer’s payment of all fees and compliance with the terms and conditions of this Agreement, Figma grants to Customer a limited, worldwide, non-exclusive, non-transferable license, without right of sublicense, during the Order Term to reproduce, without modification, and internally use a reasonable number of copies of the Documentation solely in connection with Customer’s authorized use of the Figma Platform.

2.D. Support. Subject to Customer’s payment of all fees and compliance with the terms and conditions of this Agreement, Figma will provide support relating to usage of the Figma Platform via its support email ([email protected]) or the chat function in the Figma Platform, Monday – Friday from 8:30am – 5:30pm PT, with the exclusion of Figma’s standard observed company holidays.

2.E. Applications and Materials. Customer may submit Applications and Materials to the Figma Platform for publication to and to be made available via the Figma Platform. Such Applications and Materials can be made available to Authorized Users only or publicly to other users of the Figma Platform outside of Customer’s organization, depending on the sharing permissions and designations selected by Customer at the time of submission of the Applications and Materials. The Figma Platform may also make available Applications and Materials that are created by third parties outside of Customer’s organization, but can be installed by Authorized Users for use with the Figma Platform (“Third-Party Applications and Materials”). Subject to Customer’s payment of all fees and compliance with the terms and conditions of this Agreement, Figma grants to Customer a limited, worldwide, non-exclusive, non-transferable, non-sublicensable right during the Order Term to install and use the Third-Party Applications and Materials and to permit its Authorized Users to install and use the Third-Party Applications and Materials, solely in connection with the functionality of the Figma Platform.

3. Restrictions and Responsibilities.

3.A. Use Restrictions. Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, Customer will not, and will not permit or authorize third parties to: rent, lease, or otherwise permit third parties to use the Figma Platform, Third-Party Applications and Materials, or Documentation; use the Figma Platform or Documentation to provide services to third parties (e.g., as a service bureau); circumvent or disable any security or other technological features or measures of the Figma Platform; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Figma Platform or Third-Party Applications and Materials; modify, translate, or create derivative works based on the Figma Platform, Third-Party Applications and Materials, or Documentation; or remove any proprietary notices or labels from the Figma Platform, Third-Party Applications and Materials, or Documentation.

3.B. Authorized Users; Accounts. Customer is responsible and liable for all actions and inactions by its Authorized Users or by any other person or entity to whom Customer or an Authorized User may, directly or indirectly, provide access to or permit to use the Figma Platform, Third-Party Applications and Materials or Documentation; in each case, as if such action or inaction were an action or inaction of Customer. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Figma account. Figma reserves the right to refuse registration of, or cancel, passwords it deems inappropriate. Customer represents and warrants that all registration information Customer provides is truthful, accurate, and complete, and that Customer will maintain the accuracy of such information. Customer is responsible for maintaining control over Customer’s account, including the confidentiality of Customer’s username and password, and is responsible for all activities that occur on or through Customer’s Account and all Authorized Users’ accounts, whether authorized by Customer or not.

3.C. Equipment and Ancillary Services. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Figma Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, and web servers (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment. Figma is not responsible for any issues or delays in Figma Platform or support caused by Equipment failures.

4. Customer Data.

4.A. Customer hereby grants Figma a worldwide, non-exclusive, royalty-free, right, and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute Customer Data, in whole or in part, in any and all media or distribution methods (now known or later developed), in each case, solely as necessary to provide the Figma Platform to Customer and its Authorized Users in accordance with the settings on Customer’s and its Authorized Users account(s) and the features of the Figma Platform Customer and its Authorized Users elect to utilize.

4.B. Figma shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Figma Platform, and related systems and technologies in a de-identified and aggregated form (“Usage Data”) and Figma will be free (during and after the Term) to use such usage data solely to maintain, improve and enhance the Figma Platform and for other development, diagnostic, and corrective purposes in connection with the Figma Platform and other Figma offerings.

4.C. Customer hereby grants Figma a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to use, reproduce, distribute copies of, publicly perform, publicly display, use and make the Applications and Materials available via the Figma Platform for installation and use by Authorized Users or other users of the Figma Platform as permitted by the functionality of the Figma Platform.

5. Ownership.

5.A. Figma owns the Figma Platform and Documentation (provided that certain aspects are properly licensed from third parties), including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks, and proprietary and confidential information rights in or associated with the foregoing (the “Figma IP”). The Figma IP is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Figma IP are transferred to Customer by this Agreement. Customer does not have any rights to the Figma IP except for the limited express rights granted in this Agreement.

5.B. Customer owns all right, title, and interest in and to the Customer Data. No ownership rights in the Customer Data are transferred to Figma. Figma does not have any rights to the Customer Data except for the limited express rights granted in this Agreement.

5.C. Subject to the rights granted to Figma under this Agreement, Customer owns all right, title, and interest in and to the Applications and Materials (excluding Third-Party Applications and Materials). No ownership rights in the Applications and Materials are transferred to Figma when Applications and Materials are published on the Figma Platform.

6. Optional Third-Party Services.

6.A. In addition to Third-Party Applications and Materials, third parties may make available third-party products or services, including, for example, mobile applications, integrations, and other services (“Third-Party Services”) that Customer may elect to purchase or use. Any acquisition by Customer of such Third-Party Services and any exchange of data between Customer and any Third-Party Service or Third-Party Service provider is solely between Customer and the applicable third-party provider. Figma does not warrant or provide support for Third-Party Services (including Third-Party Applications and Materials), whether or not they are designated by Figma as “recommended” “certified” or otherwise.

6.B. If Customer elects to use any Third-Party Services with the Figma Platform, Customer grants Figma permission to allow the Third-Party Service and its provider to access Customer Data as required for the interoperation of that Third-Party Service with the Figma Platform. Figma is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such Third-Party Service or its provider. Customer is responsible for directly negotiating any limits on the use of Customer Data by the Third-Party Services directly with the Third-Party Services.

6.C. The Figma Platform may contain features designed to interoperate with Third-Party Services. To use such features, Customer may be required to obtain access to such Third-Party Services from their providers, and may be required to grant Figma access to Customer account(s) on such Third- Party Services. Figma cannot guarantee the continued availability of such Figma Platform features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Figma Platform features in a manner acceptable to Figma.

7. Confidentiality.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical, or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of Figma includes non-public information regarding features, functionality, and performance of the Figma Platform. Confidential Information of Customer includes Customer Data. The Receiving Party agrees to take reasonable precautions to protect the Disclosing Party’s Confidential Information, and not to use (except as expressly permitted in this Agreement) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any Confidential Information of Disclosing Party after five years following the disclosure thereof (or, with respect to trade secrets, for so long as such Confidential Information constitutes a trade secret under applicable law), or any Confidential Information of Disclosing Party that the Receiving Party can document: (1) is or becomes generally available to the public; (2) was in its possession or known by it prior to receipt from the Disclosing Party; (3) was rightfully disclosed to it without restriction by a third party; (4) was independently developed without use of or reference to any Confidential Information of the Disclosing Party; or (5) is required to be disclosed by law.

8. Payment of Fees.

8.A. Customer will pay Figma all fees described in a Service Order in accordance with the terms therein (the “Fees”). Figma reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the initial Order Term or then current renewal Order Term, upon 30 days’ prior notice to Customer (which may be sent by email). If Customer believes that Figma has billed Customer incorrectly, Customer must contact Figma no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Figma’s customer support department.

8.B. Unless otherwise specified in a Service Order, full payment for invoices are due 30 days after the date of the applicable invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. Customer shall be responsible for all taxes associated with payments made under this Agreement other than U.S. taxes based on Figma’s net income.

9. Term and Termination.

9.A. The term of this Agreement will commence on the effective date of the first Service Order entered between the parties (“Effective Date”) and will continue until terminated in accordance with this Agreement (the “Term”).

9.B. So long as there aren’t any outstanding Service Orders, either party may terminate this Agreement for any reason upon 30 days’ written notice to the other. Neither party may terminate a Service Order once it has been executed, other than by termination of this Agreement for material breach as set forth below.

9.C. Either party may terminate this Master Agreement or a Service Order, effective upon written notice to the other party, if the other party materially breaches this Master Agreement or a Service Order and such breach is incapable of cure, or with respect to a breach capable of cure, the breaching party does not cure such breach within 30 days of receiving notice of it. Figma may terminate or suspend this Agreement or any part of it immediately upon written notice to Customer without a cure period if Customer breaches any of the terms of this Agreement relating to Figma’s intellectual property rights or Figma’s Confidential Information. Further, Figma may terminate this Agreement, effective immediately upon written notice, if Customer files, or has filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for, or consents to, the appointment of a trustee, receiver or custodian for a substantial part of its property.

9.D. Termination of this Master Agreement will result in termination of all ongoing Service Orders, however termination of a single Service Order will not result in termination of this Master Agreement and any other ongoing Service Orders.

9.E. Upon any termination, Figma will make all Customer Data then held by Figma pursuant to the applicable Service Order available to Customer for electronic retrieval for a period of 30 days, but thereafter Figma may, but is not obligated to, delete any stored Customer Data. If Customer terminates this Agreement for material breach, Customer will pay for any terminated Service Orders up to and including the last day on which access to the Figma Platform is provided. The following sections of this Agreement will survive any expiration or termination of this Agreement: 1, 3, 5, 7, 8, 9(E), and 10-16.

10. Warranty and Disclaimer.

10.A. Mutual Warranties. Each party represents and warrants to the other that: this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against the executing party in accordance with its terms; no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and the execution, delivery, and performance of this Agreement by the executing party does not violate the laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound

10.B. Figma Warranties. Figma represents and warrants to Customer during the applicable Order Term that Figma will provide access to the Figma Platform and related support services in a good and workmanlike manner in accordance with industry standards. Figma makes no warranties with respect to the Third-Party Applications and Materials or Third-Party Services, including whether they will perform their intended functions or deliver any expected results. Customer acknowledges that Customer assumes all risk arising from use of the Third-Party Applications and Materials and Third-Party Services.

10.C. Customer Warranties. Customer represents and warrants to Figma that: (1) Customer is the creator and owner of the Customer Data and any Applications and Materials that are submitted to the Figma Platform, or has the necessary licenses, rights, consents, and permissions to authorize Figma to use the Customer Data Applications and Materials as necessary to exercise the licenses granted by Customer in this Agreement; (2) Customer Data and Applications and Materials and the use of Customer Data Applications and Materials as contemplated by this Agreement, does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) violate any applicable law or regulation; and (3) Customer will use the Figma Platform in compliance with the Documentation, any instructions provided by Figma, and all applicable laws and regulations.

10.D. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS SECTION 10, THE PARTIES MAKE NO ADDITIONAL REPRESENTATION OR WARRANTY 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. FIGMA EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT. FIGMA DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE FIGMA PLATFORM, THAT THE FIGMA PLATFORM IS ERROR-FREE, OR THAT OPERATION OF THE FIGMA PLATFORM WILL BE SECURE OR UNINTERRUPTED. FIGMA DOES NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE FIGMA PLATFORM IS ACCURATE OR COMPLETE OR THAT ANY INFORMATION PROVIDED THROUGH THE FIGMA PLATFORM WILL ALWAYS BE AVAILABLE. FIGMA EXERCISES NO CONTROL OVER AND EXPRESSLY DISCLAIMS ANY LIABILITY ARISING OUT OF OR BASED UPON THE RESULTS OF CUSTOMER’S USE OF THE FIGMA PLATFORM.

11. Indemnification.

11.A. Customer Indemnification.

(1) Defense. Customer will defend Figma from any actual or threatened third party claim, proceeding, or suit (each, a “Claim”) arising out of or based upon Customer’s breach of the warranties provided by Customer in Section 10 above if:  (a) Figma gives Customer prompt written notice of the Claim; (b) Figma grants Customer full and complete control over the defense and settlement of the Claim; (c) Figma provides assistance in connection with the defense and settlement of the Claim as Customer may reasonably request; and (d) Figma complies with any settlement or court order made in connection with the Claim. Figma will not defend or settle any Claim without Customer’s prior written consent. Figma will have the right to participate in the defense of the Claim at its own expense and with counsel of its own choosing, but Customer will have sole control over the defense and settlement of the Claim.

(2) Indemnification. Customer will indemnify Figma from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Figma in any Claim; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Figma in connection with the defense of a Claim (other than attorneys’ fees and costs incurred without Customer’s consent after Customer has accepted defense of the Claim); and (c) all amounts that Customer agrees to pay to any third party to settle any Claim.

11.B. Figma Indemnification.

(1) Defense. Figma will, at its expense, either defend Customer from or settle any claim, proceeding, or suit (“Figma Claim”) brought by a third party against Customer alleging that Customer’s use of the Figma Platform infringes or misappropriates any third party patent, copyright, trade secret, trademark, or other intellectual property right during the term of this Agreement if: (a) Customer gives Figma prompt written notice of the Figma Claim; (b) Customer grants Figma full and complete control over the defense and settlement of the Figma Claim; (c) Customer provides assistance in connection with the defense and settlement of the Figma Claim as Figma may reasonably request; and (d) Customer complies with any settlement or court order made in connection with the Figma Claim (e.g., relating to the future use of any infringing Figma Platform). Customer will not defend or settle any Figma Claim without Figma’s prior written consent. Customer will have the right to participate in the defense of the Figma Claim at its own expense and with counsel of its own choosing, but Figma will have sole control over the defense and settlement of the Figma Claim.

(2) Indemnification. Figma will indemnify Customer from and pay (a) all damages, costs, and attorneys’ fees finally awarded against Customer in any Figma Claim; (b) all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by Customer in connection with the defense of a Figma Claim (other than attorneys’ fees and costs incurred without Figma’s consent after Figma has accepted defense of the Figma Claim); and (c) all amounts that Figma agrees to pay to any third party to settle any Figma Claim. Figma will have no obligation for any infringement or misappropriation relating to the Figma Platform to the extent that it arises out of or is based upon (i) use of the Figma Platform in combination with other products or services; (ii) designs, requirements, or specifications required by or provided by Customer; (iii) use of the Figma Platform by Customer outside the scope of the license granted to Customer; (iv) Customer’s failure to use the Figma Platform in accordance with instructions provided by Figma; or (v) any modification of the Figma Platform not made or authorized in writing by Figma; or (vi) use of Third-Party Services, the Applications and Materials or Third-Party Applications and Materials that are made available on the Figma Platform. This Section 11(B) states Figma’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party intellectual property right by the Figma Platform.

12. Limitation of Liability.

12.A. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, FIGMA WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, EVEN IF FIGMA IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

12.B. UNDER NO CIRCUMSTANCES WILL FIGMA’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO FIGMA DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION).

12.C. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY FIGMA TO CUSTOMER AND 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 THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

13. Force Majeure.

Figma will not be liable for, or be considered to be in breach of or 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 Figma’s reasonable control, so long as Figma uses all commercially reasonable efforts to avoid or remove those causes of non-performance.

14. Feedback.

To the extent that Customer gives Figma feedback, comments, or suggestions concerning the Figma Platform, Documentation, or other services provided by Figma (collectively, “Feedback”), Customer hereby assigns to Figma all right, title, and interest in and to the Feedback, and Figma is free to use the Feedback without payment or restriction. At Figma’s request and expense, Customer will execute documents and take such further acts as Figma may reasonably request to assist Figma in acquiring, perfecting, and maintaining Figma’s rights in and other legal protections for the Feedback.

15. Publicity.

Figma may publicly list Customer as a customer of Figma and use Customer’s trademark, trade name, and logo for marketing or promotional purposes and in other communication with existing or potential Figma customers, resellers, or investors.

16. Miscellaneous.

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable, or sublicensable by Customer except with Figma’s prior written consent. Figma may transfer, assign, or sublicense any of its rights and obligations under this Agreement without Customer’s consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and replaces all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications to this Agreement must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Figma in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; the day after it is sent, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any litigation arising from this Agreement will be brought exclusively in the state or federal courts located in Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.