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<br /> <br /> <br />Zoom Master Subscription Agreement 2021 v.4.1 Page 2 of 12 <br /> <br /> <br />“Taxes and Fees” and “Taxes or Fees” means all applicable sales, use, value-added or regulatory taxes, fees, duties, <br />charges, surcharges or assessments levied on the provision of Services to Customer (exclusive of any income tax imposed <br />on Zoom). <br /> <br />2. Access, Use, Customer Responsibility. <br /> <br />2.1 Right to Use. Zoom hereby grants to Customer a non-exclusive, non-transferable right for Customer to use the <br />Services, subject to the terms and conditions of this Agreement for the Initial Subscription Term and any Renewal <br />Term as specified in the Order Form. Zoom reserves the right to enhance or modify features of the Services but will <br />not materially reduce the core functionality or discontinue any Services without providing prior written notice to <br />Customer. Customer will receive standard updates to the Zoom Services that are made generally available by Zoom <br />during the term specified in the Order Form. However, Zoom reserves the right to offer additional functionality or <br />premium feature improvements for an additional cost. All rights not expressly granted herein are reserved by Zoom <br />and its licensors. <br /> <br />2.2 Beta Versions. Zoom or its Affiliates may, from time to time, offer access to services that are classified as Beta <br />version (i.e., a version that is not generally available). Access to and use of Beta versions may be subject to <br />additional agreements. Zoom makes no representations that a Beta version will ever be made generally available and <br />reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS <br />IS, may contain bugs, errors or other defects, and Customer’s use of a Beta version is at the sole risk of the <br />Customer. <br /> <br />2.3 Customer Use and Responsibility. Customer may only use the Services pursuant to the terms of this Agreement <br />and all use must conform to Zoom’s Privacy Policy, Acceptable Use Policy, and to the use limits imposed by the <br />purchased plan level. Customer is solely responsible for its and its End Users use of the Services and shall abide by, <br />and ensure compliance with, all Laws in connection with its and each End User’s use of the Services, including but <br />not limited to Laws related to recording, intellectual property, privacy and export control/economic sanctions. <br /> <br />2.4 Prohibited Use; Notification of Unauthorized Use. Customer shall not use, and shall not permit any End User to <br />use, the Services to: (a) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise <br />attempt to gain access to the source code of the Services; (b) knowingly or negligently use the Services in a way that <br />abuses, interferes with, or disrupts Zoom’s networks, Customer accounts, or the Services; (c) engage in activity that <br />is illegal, fraudulent, false, or misleading, (d) transmit through the Services any material that may infringe the <br />intellectual property or other rights of third parties; (e) build or benchmark a competitive product or service, or copy <br />any features, functions or graphics of the Services; or (f) use the Services in violation of Zoom’s Acceptable Use <br />Policy or any other policy referenced herein, or any applicable Law. Customer shall notify Zoom immediately if it <br />becomes aware of any unauthorized use of any password or account or any other known or suspected breach of <br />security or misuse of the Services. If Customer becomes aware of any violation of this Agreement in connection <br />with use of the Services by any person, Customer may contact Zoom at violation@zoom.us. Zoom will investigate <br />any complaints of violations that come to its attention and may take any action that it believes is appropriate, in its <br />sole discretion, including, but not limited to, issuing warnings, removing content, suspending services, or terminating <br />accounts and/or End User profiles. <br /> <br />3. Intended Use; Restrictions on Use by Children; No Commercial Transfer. The Services are intended for business use. <br />Customer may choose to use the Services for other purposes, subject to the terms and conditions of this Agreement. Zoom <br />is not intended for use by individuals under the age of 16, unless it is through a School Subscriber using Zoom for <br />Education (K-12). Individuals under the age of 16 may not create accounts or use the Services except as described herein. <br />Customer may not sublicense, sell, resell, transfer, assign, distribute, use on a timeshare or service bureau basis, or charge <br />fees to other parties for use of the Services. <br /> <br />4. Customer Data and Content; Responsibility for Use. <br /> <br />4.1 Customer Data. Customer Data is information provided to Zoom so that Zoom can fulfill the terms of the <br />Agreement and provide access to the Services (e.g., Company name, billing address, contact name and information). <br />Customer is solely responsible for the accuracy of Customer Data, and Zoom has no liability whatsoever for errors <br />and omissions in Customer Data. <br />4.2 Customer Content. Customer Content is any data or content originated by Customer, or an End User, and stored or <br />transmitted using the Services. Customer Content includes files, documents, recordings, chat logs, meeting subject <br />and attendees, transcripts, and any other information Customer or End Users may upload into the Services in <br />connection with the use of the Services. Zoom collects and processes Customer Content only at the direction of <br />Customer and for no other purposes than the provision of Services hereunder. As between Customer and Zoom, <br />DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868