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<br /> <br /> <br />Zoom Master Subscription Agreement 2021 v.4.1 Page 5 of 12 <br /> <br /> <br />is in breach of Section 2.4. Any such suspension, disconnection, or termination shall be without liability to Zoom, <br />and Customer will remain responsible for all recurring Charges incurred during the period of suspension or <br />disconnection. if permitted by applicable Law, Zoom will provide prompt notice to Customer of any suspension <br />pursuant to this Section 9.3, and to the extent possible without incurring harm, Zoom will provide such notice to <br />Customer prior to such suspension. <br /> <br /> <br />9.4 Termination by Zoom Due to Change in Law. In the event of any change in Law that has the effect of materially <br />increasing Zoom’s costs to provide Service hereunder or effectively cancels, changes or supersedes any material <br />term or provision of this Agreement (collectively “Change in Law”) either party may, on thirty (30) days’ prior <br />written notice to the other require that they enter into good faith negotiations to revise the Agreement to <br />appropriately address the Change in Law. If the Parties are unable to agree on such revisions within thirty (30) days <br />from the date of notice, Either party may terminate this Agreement with immediate effect, and Customer shall be <br />entitled to receive a pro-rata refund of the unused Charges that have been paid in advance (if any) under <br />this Agreement. <br /> <br /> <br /> <br />10. Responsibilities upon Termination. <br /> <br />10.1 Cessation of Use. Upon any termination of this Agreement, Customer shall immediately cease any further use of the <br />Services. <br /> <br />10.2 Return of Customer Content. For thirty (30) days following expiration or termination of the Agreement, Zoom <br />will provide Customer access to retrieve Customer Content, after which time Customer Content will be deleted <br />according to regularly scheduled deletion protocols. <br /> <br />11. Service Level Agreement. Zoom shall make commercially reasonable efforts to ensure that Downtime does not exceed <br />0.1% in a month. In the event of any Downtime of the Services in excess of 0.1% in a month, Zoom shall provide <br />Customer a credit in an amount equal to the Downtime percentage times Customer’s monthly subscription amount for the <br />Service. Customer shall provide Zoom with prompt written notice of any Downtime. If Zoom fails to correct any <br />Downtime situation within fifteen (15) business days after receipt of such notice, Customer may terminate this Agreement. <br /> <br />12. Zoom Marketplace. The Zoom Marketplace is a site where third party developers may make available applications that <br />are interoperable with the Services and is further defined in Exhibit A. <br /> <br />13. Managed Domains. The Managed Domains functionality is made available to certain Customers and is subject to the <br />terms as further defined in Exhibit A. <br /> <br />14. Warranties. <br /> <br />14.1 Limited Warranty. Zoom warrants to Customer that the Services will, in all material respects, conform to the <br />functionality described in the Zoom Documentation. Zoom's sole and exclusive obligation, and Customer's sole and <br />exclusive remedy for a breach of this warranty shall be that Zoom shall use commercially reasonable efforts to <br />modify the Services to conform in all material respects to the Zoom documentation, and if Zoom is unable to <br />materially restore such functionality within thirty (30) days from receipt of written notice of said breach, Customer <br />shall be entitled to terminate the Agreement upon written notice and shall be entitled to receive a pro-rata refund of <br />the unused Charges that have been paid in advance (if any) under this Agreement. This warranty shall be in effect <br />for the first thirty (30) days ("Warranty Period") from the date the applicable Services are first provided to the <br />Customer. In the event of any material non-conformance reported after the Warranty Period, Zoom's sole and <br />exclusive obligation and Customer's sole and exclusive remedy shall be to secure assistance through Zoom's <br />technical support services. <br /> <br />14.2 Warranty Disclaimer. EXCEPT AS EXPLICITLY PROVIDED IN SECTION 14.1, ZOOM AND ITS <br />LICENSORS EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, <br />EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT THERETO, INCLUDING, <br />BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A <br />PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED, <br />ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF THE SERVICES AND/OR <br />ZOOM SERVICES. ZOOM EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR <br />COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE <br />SERVICES. TO THE EXTENT ZOOM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF <br />DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868