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<br /> <br /> <br />Zoom Master Subscription Agreement 2021 v.4.1 Page 1 of 12 <br /> <br /> <br />ATTACHMENT 1 <br /> <br />ZOOM VIDEO COMMUNICATIONS <br />ADDENDUM TO THE SERVICE AGREEMENT <br /> <br />This is an addendum (“Addendum”) is effective as of September 14, 2022 (“Effective Date”) forms part of the Service <br />Agreement dated September 14, 2022, (the "Agreement”) between Zoom Video Communications, Inc. (“Zoom" or “Provider”) <br />and the Orange County, North Carolina a political subdivision of North Carolina (“County” or “Customer”) and governs the <br />County’s use of the Services (defined in the Agreement) to which County has subscribed to under an Order Form. Except as <br />expressly amended herein, the Agreement will remain unaltered and in full force and effect. Capitalized terms not defined herein <br />shall have the same meaning as the capitalized terms in the Agreement, unless otherwise stated. <br /> <br /> <br />1. Definitions. The following definitions will apply in this Agreement and the Order Forms, and any reference to the singular <br />includes a reference to the plural and vice versa. Service specific definitions are found on Exhibit A. <br /> <br />“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by or is under common <br />control with that party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty <br />percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the <br />management and set the policies of such entity. <br /> <br />“Agreement” means this Master Subscription Agreement, together with all Exhibits and all Order Forms entered into <br />pursuant to this Master Subscription Agreement, each of which is incorporated herein by reference. <br /> <br />“Charges” is defined in Section 5. <br /> <br />“Claim” is defined in Section 15.1. <br /> <br />“Confidential Information” is defined in Section 8. <br /> <br />“Customer Content” is defined in Section 4.2. <br /> <br />“Customer Data” is defined in Section 4.1. <br /> <br />“Downtime” means the Services were not available to the Internet due to causes within the reasonable control of Zoom <br />other than scheduled maintenance performed between the hours of 11 pm and 3 am PT. Downtime does NOT include any <br />inability of Customer to access the Services caused by third parties outside of the control of Zoom (such as internet service <br />providers, network service providers or telecommunications service providers) or caused by Customer hardware, software, <br />systems or networks. <br /> <br />“End User” means a Host or Participant (as defined in Exhibit A) who uses the Services. <br /> <br />“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form. <br /> <br />“Laws” means all U.S. or non-U.S. national, regional, state, provincial or local laws, statutes, rules, regulations, ordinances, <br />administrative rulings, judgments, decrees, orders, directives, policies, or treaties applicable to Zoom’s provision and <br />Customer’s use of the Services. <br /> <br />“Order Form” is defined in the Preamble. <br /> <br />“Service Effective Date” means the date that an Initial Subscription Term begins as specified in an Order Form. <br /> <br />“Renewal Term” means the renewal subscription term for a Service commencing after the Initial Subscription Term or <br />another Renewal Term as specified in an Order Form. <br /> <br />“School Subscriber” is defined in Exhibit A. <br /> <br />“Services” means the Zoom Meeting Services and/or Zoom Phone Services described in Exhibit A to which Customer has <br />subscribed as specified in one or more Zoom Order Form(s). <br /> <br />DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868