Last updated: December 1, 2025
These Terms of Service (these “Terms”) are entered into between you and Figma Inc. (“Figma”, “we” or “us”), and govern your access to Figma Weave and use of the Website (as defined below). The Acceptable Use Policy available at www.figma.com/aup is incorporated by reference and you agree to comply with it. These Terms constitute a binding and enforceable legal contract between you and Figma. By accepting these Terms electronically by clicking a box indicating your acceptance, or otherwise subscribing to or using Figma Weave, you agree to these Terms. If you are entering into these Terms on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the term "you" will refer to such entity and its affiliates. If the legal entity that you represent does not agree with these Terms, you must not accept these Terms or use Figma Weave.
ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST FIGMA TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.
BY ENTERING INTO THESE TERMS, YOU AND FIGMA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
Definitions
In these Terms:
1.1. "Account" means an online account registered by you for the purpose of using Figma Weave.
1.2 “Authorized User” means employees, contractors, and other persons associated with you who access or use Figma Weave through your account.
1.3. "Content" means any files, data, material and information submitted, uploaded and stored by you through Figma Weave, including your Input and Output.
1.4. “Documentation” means the product-related documentation available at www.weavy.ai or such successor link identified by Figma.
1.5. “Input” means prompts or Content shared with Figma Weave for the purpose of generating Output.
1.6. “Open-Source Licenses” mean any open-source licenses identified by the Open-Source Initiative or by the Free Software Foundation.
1.7. “Output” means new images, materials, files, and other content generated and returned by third party AI models within Figma Weave based on your Input.
1.8. “Figma Weave” means the Figma Weave offering identified in an Order and Documentation.
1.9. "Use Data" means data relating to your use of Figma Weave, including statistical data, workflows, patterns, device-generated reports and audit logs, settings, preferences chosen, and resource usage.
1.10. “Website” means the website available athttps://www.weavy.ai/.
1.11. "You" or "Customer" means the end customer (in case of an individual) or the company or other legal entity and its affiliates for which you are accepting these Terms, as applicable.
Figma Weave; Account
2.1. Access and Use Right. Subject to your compliance with these Terms, including the payment of any applicable fees, Figma grants you limited, non-exclusive, non-transferable, non-sublicensable, revocable right for you (and, where applicable, Authorized Users) to access and use Figma Weave, solely for your own business purposes as permitted herein.
2.2. Registration. You must register and establish an Account in order to use Figma Weave. If you are an individual, or an individual accepting these Terms on behalf of a legal entity, you must be at least 18 years old or the minimum age required in your jurisdiction to consent to use Figma Weave. Following the initial registration of your Account, you will have the ability to access and use Figma Weave solely for your business activity and in accordance with these Terms. We may update Figma Weave from time to time, including adding, removing or modifying functions and Third Party AI Models.
2.3. SSO. You may register an Account by logging into your account with certain third-party service accounts (“SSO”) including, but not limited to Google (each such account, an “External Account”). As part of the functionality of Figma Weave, you may link your Account with such External Accounts, by either: (i) providing your External Account login information to Figma through Figma Weave; or (ii) allowing Figma to access your External Account, as permitted under the applicable terms and conditions that govern your use of each External Account. By registering an Account through an SSO, you represent that you are entitled to disclose your External Account login information to Figma and/or grant Figma access to your External Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable External Account and without obligating Figma to pay any fees or making Figma subject to any usage limitations imposed by such third-party service providers.
2.4. Account Information. You are responsible for safeguarding your Account username and password and for supervising the use of your Account. You must provide us accurate and complete information in order to create an Account. You agree to keep your Account information up to date and accurate. Any services provided in connection with your Account will be charged to it. You are solely and fully responsible for all activities that occur under the Account, and must notify us immediately of any unauthorized use of your Account or any other breach of security.
2.5. Authorized Users and Access Rights. These Terms apply to any Authorized User of Figma Weave. You are solely responsible for your Authorized Users’ compliance with these Terms, and for your internal management or administration of Figma Weave. Without detracting from any of our rights, a violation of any provision of these Terms by an Authorized User may result in the termination of such Authorized User’s access to, or your access to, Figma Weave. If your access to Figma Weave is terminated for any reason, Authorized Users will no longer be able to access Figma Weave or any of the Content. Each Authorized User’s account is personal to the Authorized User to which it is issued.
2.6. Deletion of Account. You may delete your Account at any time by reaching out to us. Any Content and other information and data entered into Figma Weave will be permanently deleted if you delete the Account, subject to the provisions of Section 10.2.
Figma Weave; Account
3.1. Payment Terms. Figma Weave is offered under different pricing plans, the limits and features of which are available at www.weavy.ai/pricing. Your subscription will automatically renew on a monthly or annual basis as applicable, at the then-current rate and user quantity in your account on your renewal date. Each individual monthly or annual subscription period is referred to as a “subscription term.” Subscription fees for the applicable subscription term will be due and payable in advance in full, unless stated otherwise at the time of purchase.
3.2. Renewals. YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW ON A MONTHLY OR ANNUAL BASIS AS APPLICABLE, AT THE THEN-CURRENT RATE AND SEAT QUANTITY IN YOUR ACCOUNT ON YOUR RENEWAL DATE, UNLESS YOU CANCEL IT.
3.3. Cancellation. You may elect not to renew a subscription by giving notice of cancellation to Figma before the end of the current subscription term. You can give notice of cancellation through your Figma Weave account settings. Please note that any cancellation will take effect at the end of the then-current subscription term.
3.4. Authorization for Automatically Recurring Payments. When you purchase a subscription, you expressly authorize Figma (via Figma’s third-party payment processor) to charge the payment method you provide to Figma for the initial payment, subscription renewals, and any other purchases you make within Figma Weave. You are responsible for providing complete and accurate billing and contact information and to update us of any changes to such information. You are solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees you incur as a result of the charges billed by Figma.In the event that you fail to pay the full amount owed, we may suspend or terminate your Account and Figma Weave if fees are past due, or subject them to a late charge fee of 1.5% per month, compounding annually, in addition to any other rights or remedies Figma may have. You represent and warrant that you have the legal right to use the payment method you provide to Figma. Figma may terminate or suspend your access to Figma Weave. Figma may periodically authorize your payment method in anticipation of applicable fees or related charges.
3.5. AI Credits & Usage Limits. AI credits (i) do not represent legal tender, currency, or stored value; (ii) are not redeemable for monetary value; (iii) are not exchangeable or transferable; and (iv) can only be used for Figma Weave offering. Figma Weave may be subject to usage limits and limitations on the maximum number of Authorized Users, in accordance with your subscription terms. We may change such limitations from time to time by notification or an update to the public subscription terms. Exceeding the limitations may incur excess charges which will be added to fees of your subscription, or as agreed between the parties in the subscription terms or any written agreement or order between you and Figma.
3.6. Refunds & Credits. Unless otherwise specified in these Terms, fees paid are non-refundable and quantities purchased cannot be decreased during the relevant subscription term. Any credits provided by Figma expire after 1 year, unless otherwise specified by Figma at the time of issuance.
3.7. Changes to Pricing. Figma reserves the right to change its fees at any time. Changes to pricing that apply to an existing recurring subscription will take effect at the next order or renewal unless either party elects to not renew or Figma specifies otherwise. If Figma specifies that modifications will become effective during a then-current subscription term and Customer objects, Customer may terminate the remainder of the then-current subscription term for the affected Figma offering as its exclusive remedy. To exercise this right, Customer must notify Figma of its termination under this Section 3.7 within 30 days of the modification notice, and Figma will refund any pre-paid fees for the terminated portion of the applicable subscription term. Notice of pricing changes may be provided via email or through Figma Weave.
3.8. Taxes. Subscription fees do not include taxes. Each party is responsible for the payment of all taxes (including any interest and penalties) in connection with these Terms that are imposed on that party by law. For you, such taxes may include sales/use, gross receipts, value-added, GST, personal property, excise, consumption, and other similar taxes or duties. Each party will be responsible for its own income taxes, employment taxes, and real property taxes.
3.9.Withholding. All payments made by you to Figma under these Terms will exclude any deduction or withholding. If any such deduction or withholding (including cross-border withholding taxes) is required by law, you will pay such additional amounts as are necessary so that the net amount received by Figma after such deduction or withholding will be equal to the full amount that Figma would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.
Use Obligations & Restrictions; Content and Use Data Licenses; Input & Output; Open Source; Feedback
4.1. Use Obligations. You will only use Figma Weave and Website in compliance with all applicable laws, rules and regulations, including those regarding data privacy, intellectual property rights and export control.
4.2. Use Restrictions. As a condition for the access and use rights granted to you hereunder, you must not, whether by yourself or anyone on your behalf (a) provide, sell, resell, transfer, sublicense, lend, distribute, rent, lease or otherwise allow others to access or use Figma Weave (b) access or attempt to access Figma Weave by any means other than the interface we provided or authorized; (c) circumvent any access or use restrictions put into place to prevent certain uses of Figma Weave, including any Content and Output guardrails put by us or our Third Party Service providers; (d) use Figma Weave to store, share or transmit content which is unlawful, infringing, harmful or which violates any person’s rights, including privacy rights and intellectual property rights, or otherwise use Figma Weave or Output in violation of our Acceptable Use Policy available at www.figma.com/aup; (e) attempt to disable, impair, overburden, or damage Figma Weave; (f) copy, modify, distribute, create any derivative work (other than Output), reverse engineer or decompile Figma Weave or attempt to derive or discover any source code, object code, underlying structure, ideas, know-how or algorithm from Figma Weave; (g) use Figma Weave or Output to develop a service or product competing with Figma’s products and services; (h) remove the copyright, trademark and other proprietary notices contained on or in Figma Weave or Website or attempt to register the aforementioned under your own or a third party’s name; (i) use Figma Weave or the Website in jurisdictions that are embargoed or designated as supporting terrorist activities by the United States Government or whose laws do not permit engaging in business with Figma or use of Figma Weave or the Website; or (j) attempt or assist anyone in doing any of the foregoing.
4.3. Content License. You grant us a worldwide, non-exclusive, limited (for the duration of your use of or subscription to Figma Weave), non-transferable and non-sublicensable (other than to our affiliates and third party service providers involved in the provision of Figma Weave), royalty-free right and license to use, modify, publish, translate and prepare derivative works, modifications and enhancements of your Content, solely to permit Figma to perform Figma Weave (including generating Output based on your Input) and maintain Figma Weave and enforce our rights and policies. Other than the foregoing, you retain all your rights in the Content, including any Input you provide us with.
4.4. Input & Output. As between the parties, you are the owner of all Output generated by Figma Weave based on your Input. You are responsible for both Input and Output, including for ensuring that it does not violate any applicable law, the rights of third parties or these Terms. You acknowledge that due to the nature of machine learning, Figma Weave may generate similar or identical output for users providing similar content or input and understand that such output generated for other users will not be considered your “Output”.
4.5. Use Data License. You hereby grant us a worldwide, perpetual, non-exclusive, non-sublicensable and non-transferable, royalty-free, license to monitor you and your Authorized Users’ use of the Website and Figma Weave and collect, train on, publish and analyze Use Data, in order to perform Figma Weave (including generation of analytics and reports), to improve Figma Weave, and to create new products and services, provided that the aforementioned Use Data will not identify you, your Authorized Users or any other individual.
4.6. Responsibility for Content. Figma Weave is not intended to be used as storage, backup or archiving services. It is your responsibility to back up your Content and you are responsible for any lost or unrecoverable Content.
4.7. Open-Source. You acknowledge that certain components (including some third party AI models) are offered under the terms of Open-Source Licenses, which will be made available to you by Figma or by the applicable Third Party Service provider. You will comply with the terms of such Open-Source Licenses, and to the extent the terms of these Open-Source Licenses prohibit some of the restrictions set out in these Terms, such restrictions will not apply to Figma Weave or components which are governed by the Open-Source Licenses.
4.8. Feedback. If you choose to provide us with any feedback, input, comments or suggestions regarding the design, functionality or operation of Figma Weave or Website. ("Feedback"), then you hereby irrevocably and unconditionally agree that Figma may freely use and incorporate such Feedback into Figma Weave or Website, or any of Figma’s current or future products and services.
4.9. Retention of Rights. All rights not expressly granted to the other party under these Terms are reserved by the applicable party and its licensors. Without detracting from the foregoing, Figma and its licensors retain all rights, title, and interest in Figma Weave, and any related intellectual property rights. These Terms do not convey to you any interest in or to Figma’s intellectual property rights; Figma Weave is licensed, not sold.
Use Obligations & Restrictions; Content and Use Data Licenses; Input & Output; Open Source; Feedback
5.1. Personal Data. Your Content should not include any personal data, as defined under applicable laws. Both parties will comply with applicable data protection laws. Figma will process your personal data in accordance with its Privacy Policy and applicable laws.
5.2. Confidentiality. Figma (the “Discloser”) has disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of Figma Weave, including security related information. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) Figma Weave. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure.
AI Models.
6.1. Generally. Figma Weave is a platform that enables customers to leverage various third party AI models (“Third Party AI Models”) and connect their own models (“Customer Models”) for use with Figma Weave. Some Third Party AI Models are provided to you subject to these Terms (“Verified Models”). Other Third Party AI Models are provided to you both subject to these Terms as well as the terms and privacy policies of the applicable model provider (referred to collectively with Customer Models as “Unverified Models”). As a result, those model providers have additional rights to Your Content (which may include the right to train their generative AI models). Figma will maintain a list of Verified and Unverified Models (including the Unverified Models’ terms and policies) in the Documentation. By using an Unverified Model, you acknowledge and agree to the applicable Unverified Model’s applicable terms and policies.
6.2. Unverified Models. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, UNVERIFIED MODELS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WITHOUT ANY PERFORMANCE OBLIGATIONS, AND FIGMA SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE UNVERIFIED MODELS UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE FIGMA’S LIABILITY WITH RESPECT TO THE UNVERIFIED MODELS SHALL NOT EXCEED $100.00. You are solely responsible for reviewing and vetting Unverified Models (including all applicable terms and policies) for your use case.
6.3. Data Transfer. To the extent you use Third Party AI Models with Figma Weave, you authorize Figma to share Your Content with the applicable Third Party AI Model provider as necessary to enable such interoperability.
Disclaimers of Warranties
7.1. FIGMA WEAVE, WEBSITE AND OUTPUT ARE PROVIDED ON AN "AS IS", AND "AS AVAILABLE" BASIS, AND FIGMA DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO RELIABILITY OR ACCURACY OF FIGMA WEAVE, WARRANTIES OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WE DISCLAIM ALL LIABILITY WITH REGARD TO THIRD PARTY AI MODELS, YOUR INPUT AND OUTPUT, AND STRONGLY SUGGESTS A HUMAN REVIEW OF THE OUTPUT PRIOR TO ITS USE.
7.2. WE DO NOT WARRANT THAT FIGMA WEAVE WILL BE SECURE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF DEFECTS.
Limitation of Liability
8.1. LIMITATION OF INDIRECT LIABILITY. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY), WILL FIGMA, 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 THESE TERMS OR THE USE OF OR THE INABILITY TO USE FIGMA WEAVE, EVEN IF FIGMA OR ITS PARTY REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2. LIMITATION ON AMOUNT OF LIABILITY. 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 FIGMA, ITS AFFILIATES, AND ITS OR THEIR PARTY REPRESENTATIVES FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR THE INABILITY TO USE FIGMA WEAVE, EXCEED, THE GREATER OF: (a) $100; OR (b) THE FIGMA WEAVE SUBSCRIPTION FEES PAID BY YOU TO FIGMA IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
8.3. IN GENERAL. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS RELATING TO THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY FIGMA 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 THESE TERMS. 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.
Indemnification. You will indemnify, defend, and hold harmless Figma, its affiliates, resellers, employees and service providers from and against all liabilities, damages, and costs (including reasonable attorneys' fees) arising out of any claim, demand, suit or proceeding by a third party alleging that your Content, Input or Output or your use of Figma Weave infringes or misappropriates a third party’s intellectual property rights or violates applicable law, including any third party’s privacy rights.
Term and Termination
10.1. Term. These Terms will take effect the first time you access Figma Weave or the Website and will continue in full force and effect until: (a) if you are a paid subscriber to Figma Weave, the termination, discontinuation, or cancellation of your subscription; or (b) if you are using a free Figma Weave offering, when your account is deleted or terminated. For Website visitors who do not have an account with Figma, these Terms apply to any period of time you are accessing or using the Website.
10.2. Termination.(a) Figma may terminate your access to and use of Figma Weave, at Figma’s sole discretion, at any time and without notice or liability to you, but if Figma cancels your subscription and the termination is not due to your breach of these Terms, Figma will provide you a pro rata refund of pre-paid unused fees unless, in our reasonable discretion, Figma is not legally permitted to do so (in which case any refund rights are null and void).
(b) Upon any termination, discontinuation, or cancellation of your Figma Weave subscription or your Figma Weave account, the following provisions of these Terms will survive: Billing (to the extent you owe any fees at the time of termination, discontinuation, or cancellation); Confidentiality; provisions related to Usage Data, Customer Content, and Feedback; Warranties and Disclaimers; Indemnification; Limitations of Liability; Termination; and the provisions under Section 11. Upon any termination, to the extent permitted by applicable law, Figma will make all Content then held by Figma available to you for electronic retrieval for a period of 30 days, but thereafter Figma may delete any stored Content. Notwithstanding the foregoing, upon termination of this Agreement for breach of Section 11.3 (Export Control), you lose all right, title, and interest to Content, and Figma may immediately quarantine, delete, or remove Content, and immediately suspend your use of and access to Figma Weave.
General
11.1. Notices. Any notices or other communications provided by Figma under these Terms, including those regarding modifications to these Terms, will be given by Figma through Figma Weave or the Website, and/or by email to the email address associated with your account.
11.2. Headings. The headings of each Section are provided only for convenience and will not be used in the interpretations of these Terms.
11.3. Export Control. Figma Weave and your use thereof is subject to export control and economic sanctions laws and regulations (collectively, “Export Controls”), including the U.S. Export Administration Regulations, the laws, statutes, regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”). Figma and you each represents that it is not on (or owned or controlled by any person identified on) the OFAC Specially Designated Nationals and Blocked Persons List or any other list of prohibited or restricted parties promulgated under Export Controls. You must comply with all applicable Export Controls in your access to and use of Figma Weave and Content. You will not access or use Figma Weave, export, re-export, distribute, assign, or otherwise engage in any transaction relating to Figma Weave or any Content in violation of Export Controls. For the avoidance of doubt, Figma may take measures required by law or governmental authority to comply with its obligations under Export Controls and OFAC (such as suspending access to Figma Weave, terminating these Terms, or blocking the relevant Content).
11.4. Changes to these Terms. Figma may modify these Terms (and any policies or agreements referenced in these Terms) at any time. Figma will post the most current version of these Terms on the Website. Figma will endeavor to provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially affects your rights or your use of Figma Weave. Figma may provide you this notice through Figma Weave, the Website, and/or by email to the email address associated with your account. By continuing to use Figma Weave after any revised Terms become effective, you agree to be bound by the new Terms.
11.5. Severability. If any part of these Terms is deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed to be severable from the rest of these Terms and shall not affect the validity and enforceability of any of the remaining provisions of these Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner consistent with applicable law to reflect, as closely as possible, the original intent of the parties.
11.6. Waiver. No waiver by a party of a breach of any of the provisions of terms of these Terms shall be construed as a waiver of any preceding or succeeding breach of any of the provisions of these Terms.
11.7. Relationship. Nothing in these Terms shall be construed as creating any employment, agency, partnership, trust arrangement, fiduciary relationship, or any other form of joint enterprise between you and Figma.
11.8. Entire Agreement. These Terms, together with any agreement or policy incorporated herein, contain the entire agreement between Figma and you relating to your use of Figma Weave and Website and supersedes any and all prior agreements between Figma and you in relation to the same. For clarity, Figma’s Terms of Service, Figma’s AI Terms, or any agreements you may have with Figma relating to other Figma product offerings do not apply to Figma Weave. You confirm that, in agreeing to accept these Terms, you have not relied on any representation except as has expressly been made by Figma in these Terms.
11.9. Assignment. You may not assign your rights or delegate your obligations under these Terms without Figma’s prior written consent. Any purported assignment contrary to this Section will be null and void. Figma may freely assign these Terms or any of its rights and obligations hereunder.
11.10. No Third Party Rights. There are no third-party beneficiaries to these Terms. Without limiting this Section, Authorized Users are not third-party beneficiaries to your rights under these Terms. However, Figma’s affiliates, including Figma, will be deemed third party beneficiaries of these Terms.
11.11. Governing Law. These Terms and all claims arising out of or relating to the Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions, except that the Federal Arbitration Act governs provisions relating to arbitration. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.
11.12. Dispute Resolution
You and Figma both agree to resolve disputes arising out of or relating to these Terms, your use or contemplated use of the Figma Weave, or any aspect of your relationship or transactions with Figma (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. For purposes of Section 11.12, a Claim includes disputes arising before the effective date of these Terms. The arbitrator will have the exclusive authority to resolve all threshold arbitrability issues, including whether these Terms are applicable, unconscionable, or enforceable, as well as any defense to arbitration.
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 FIGMA SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE, OR CONSOLIDATED ACTION. FIGMA AGREES TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND FIGMA BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.
How do I start an arbitration proceeding?
We want to address Claims without arbitrating, if possible. Before initiating arbitration, you and Figma agree to first notify one another of a Claim in writing at least 60 days before a demand can be filed in arbitration. If you have a Claim against Figma, you agree to send an individualized letter containing: (a) your name, mailing address, and email address; (b) the name, mailing address, and email address of your counsel, if any; (c) a description of the Claim; and (d) your signature (“Pre-Arbitration Letter”) to [email protected], 760 Market St, Floor 10, San Francisco, CA 94102. If Figma requests arbitration against you then Figma will give you notice at the email address or street address you provided. A Pre-Arbitration Letter sent on behalf of multiple individuals is invalid as to all. If the Claim is not resolved within 60 days from either your or Figma’s receipt of the Pre-Arbitration Letter, a formal arbitration can be brought.
What rules apply in the arbitration?
The arbitration will be conducted by National Arbitration and Mediation (“NAM”) under its operative Comprehensive Dispute Resolution Rules and Procedures, available at https://www.namadr.com/resources/rules-fees-forms. Fees and costs will be allocated in accordance with the applicable NAM rules, unless the arbitrator finds a Claim frivolous, in which case the party bringing the Claim is responsible for reimbursing the other party for its administrative, hearing, and/or other fees incurred as a result of the frivolous Claim. If NAM is not available to arbitrate, the parties will select an alternative arbitration provider.
The arbitration may be conducted in writing, remotely (e.g., by videoconference), in San Francisco, California, United States, or at some other location that you and Figma both agree to.
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 Figma of your decision in writing at [email protected], 760 Market St, Floor 10, San Francisco, CA 94102. Your notice must include your name, mailing address, email address, and an unequivocal statement that you are opting out of this arbitration agreement. An opt-out notice that purports to opt out multiple parties will be invalid as to all such parties. No individual (or their agent or representative) may effectuate an opt out on behalf of another party. You must opt-out within 30 days of the date you first agree to these Terms or any updated Terms.
DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION