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<br />Zoom Master Subscription Agreement 2021 v.4.1 Page 4 of 12
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<br />retain ownership of any suggestions, ideas, enhancement requests, feedback, recommendations or other information
<br />provided by Customer or any other party relating to the Services. The Services are protected by copyright laws and
<br />international copyright treaties, as well as other U.S. federal, state and international intellectual property laws and treaties.
<br />Customer acknowledges that the rights granted under this Agreement do not provide Customer with title to or ownership of
<br />the Services, but only a right to use under the terms and conditions of this Agreement.
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<br />8. Confidentiality. Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter
<br />132 of the North Carolina General Statutes. Each party agrees to regard and preserve as confidential all non-public
<br />information provided by the other party relating to the business, systems, operations, strategic plans, clients, pricing
<br />(including, but not limited to, the pricing terms herein), methods, processes, financial data, programs, and/or products of
<br />the other party in any form, that are designated as “confidential,” or a reasonable person knows or reasonably should
<br />understand to be confidential (herein “Confidential Information”). For purposes of this Agreement, Customer’s
<br />Confidential Information shall include Customer Data, and any information disclosed to Zoom by the Customer relating to
<br />the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or
<br />products of the Customer. Each party agrees to limit its disclosure of the other party’s Confidential Information to as few
<br />persons as possible and only to those persons with a need to know that are its or its Affiliates’ personnel and subject to an
<br />obligation to keep such information confidential. Except as needed to fulfill their respective obligations under this
<br />Agreement, neither party shall, without first obtaining the other party’s prior written consent, disclose to any person, firm
<br />or enterprise, except as expressly permitted herein, or use for its own benefit, or the benefit of a third party, the
<br />Confidential Information of the other party.
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<br />8.1 Exclusions. “Confidential Information” shall not include Customer Content or information that (a) is already
<br />rightfully known to a party at the time it is obtained from the other party, free from any obligation to keep such
<br />information confidential; (b) is or becomes publicly known or available through no wrongful act of a party; (c) is
<br />rightfully received from a third party without restriction and without breach of this Agreement; or (d) is developed
<br />by a party without the use of any proprietary, non-public information provided by the other party under this
<br />Agreement.
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<br />8.2 Exception. Either party may disclose Confidential Information where required by law, regulation, or court order,
<br />provided that the party subject to such law, regulation or court order shall, where permitted, notify the other party of
<br />any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective
<br />order to prevent or limit disclosure of the information to third parties.
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<br />8.3 Confidentiality Period and Obligations. The confidentiality obligations set forth in this section of the Agreement
<br />shall remain in effect for a period of five (5) years from the disclosure of the information. Both parties agree (a) to
<br />take reasonable steps to protect the other party’s Confidential Information, and these steps must be at least as
<br />protective as those the receiving party takes to protect its own Confidential Information, and no less than a
<br />reasonable standard of care; (b) to notify the disclosing party promptly upon discovery of any unauthorized use or
<br />disclosure of Confidential Information; and (c) in the event of any unauthorized disclosure by a receiving party, to
<br />cooperate with the disclosing party to help regain control of the Confidential Information and prevent further
<br />unauthorized use or disclosure of it.
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<br />9. Term and Termination; Suspension. Each Order Form will specify a Service Effective Date, an Initial Subscription
<br />Term, and a Renewal Term for the Services subscribed to in that Order Form.
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<br />9.1 Term and Renewal; Early Termination. Unless specified otherwise in the Order Form, a Renewal Term will
<br />commence upon the written agreement of the parties.
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<br />9.2 Termination by Either Party. A party may terminate this Agreement by: (a) providing written notice of
<br />termination without cause to the other party, provided that all subscription terms for all outstanding Order Forms
<br />have expired or been terminated, or (b) providing written notice of termination for cause if the other party has
<br />materially breached the Agreement and has not cured such breach within thirty (30) days of written notice of such
<br />breach. In the event of such termination of the Agreement for cause by Customer, Customer shall be entitled to
<br />receive a pro-rata refund of the unused Charges that have been paid in advance (if any) under this Agreement
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<br />9.3 Termination or Suspension by Zoom. In the event Zoom reasonably believes that Customer or any End User is in
<br />material breach of Sections 2 or 8, Zoom may immediately suspend or disconnect access to Customer’s or such End
<br />User’s use of the relevant Services, prior to termination for cause as provided above and until such breach is cured.
<br />Zoom may also suspend Customer’s and/or an End User’s use of or access to any Service if it reasonably believes
<br />that such suspension is necessary to prevent imminent harm to Zoom, Zoom’s network, any End User, or any third
<br />party communicating with an End User. Zoom may immediately terminate access if it reasonably believes Customer
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