2023-193-E-IT Dept-Zoom Video Communications-Additional Zoom Room

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Zoom Master Subscription Agreement 2021 v.4.1 Page 3 of 12 Customer shall retain ownership of all Customer Content. For the avoidance of doubt, in no event shall Zoom be a Data Controller, as defined in the GDPR, or the substantial equivalent of a Data Controller under any Law. For purposes of Section 8 below, Customer Content is not “disclosed” to Zoom. 4.3 Customer Responsibility for Customer Content. As between Zoom and Customer, Customer is solely responsible for the use of the Customer Content and compliance with all Laws pertaining to the Customer Content, including, but not limited to, Laws requiring Customer to obtain the consent of a third party to use the Customer Content and to provide appropriate notices of third-party rights. Customer grants to Zoom a limited right to modify, reproduce and distribute the Customer Content, solely in connection with providing the Services. Customer represents and warrants that it has the right to upload the Customer Content to Zoom and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Zoom be liable in any way for any (a) Customer Content that is transmitted or viewed while using the Services, (b) errors or omissions in Customer Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Content. 4.4 Zoom Obligations for Customer Content. Zoom will maintain reasonable physical and technical safeguards to prevent unauthorized disclosure of or access to Customer Content, in accordance with industry standards. Zoom will notify Customer if it becomes aware of unauthorized access to Customer Content. Zoom will not access, view or process Customer Content except (a) as provided for in this Agreement and in Zoom’s Privacy Policy; (b) as authorized or instructed by Customer, (c) as required to perform its obligations under this Agreement; or (d) as required by Law. Zoom has no other obligations with respect to Customer Content. 4.5 Data Processing Agreements and Similar Agreements. Upon request, Zoom will prepare and execute a data processing agreement or addendum to this Agreement further delineating the Parties’ responsibilities with respect to information that reasonably identifies a specific individual. 5. Prices and Fulfillment. For each Service subscription that Zoom provisions to Customer, Zoom will bill Customer certain non-recurring and recurring charges at prices set forth in the applicable Order Form. The prices specified in the Order Form include all Zoom charges for the right to use the Services and are exclusive of all Taxes and Fees. Prices include standard support (see Zoom Help Center) and generally available updates to the Services. Separate charges for overage amounts and per-use charges may also apply, which charges will be described in the Order Form, and Customer agrees to pay these charges if Customer incurs them. Prices for professional services, if any, will be set forth in a professional services Order Form. All such Zoom charges are referred to as “Charges”. 5.1 Price Changes. Zoom may change prices for the Services from time to time, in its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that Zoom shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term. Prices for Services may also change if Customer chooses to increase or decrease the number of subscriptions or add Services. Price changes will be effective at the time Customer makes such changes to Customer’s account. 5.2 Discounts and Promotional Pricing. Prices specified in the Order Form may include discounts or promotional pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. Zoom reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion. 6. 6.1 Withholding. To the extent that any amounts payable by Customer are subject to withholding Taxes and Fees, the amount payable shall be grossed up by Customer when customer remits payment such that the amount paid net of withholding Taxes and Fees equals the amount invoiced by Zoom. 6.2 Tax Exemptions. In the event Customer is exempt from any Tax or Fee, Customer will provide Zoom with all appropriate resale certificates, VAT registration numbers, and/or other documentation satisfactory to the applicable taxing authorities to substantiate such exemption status. 6.3 Billing and Contract Information; Billing Disputes. Customer represents and warrants that the Customer Data provided to Zoom is complete and accurate. If Customer believes an invoice is incorrect, Customer must contact Zoom in writing within thirty (30) days of the date of the invoice, and identify the amount in question, to be eligible to receive an adjustment or credit, which adjustment or credit, if any, shall be determined by Zoom in Zoom’s reasonable discretion after reviews all relevant information. 7. Zoom Proprietary Rights. Zoom or its licensors own and shall retain all proprietary rights, including all copyright, patent, trade secret, trademark, trade name and all other intellectual property rights, in and to the Services. Zoom shall DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868