ZOOM PROFESSIONAL SERVICES TERMS AND CONDITIONS

These Zoom Professional Services Terms and Conditions (“PS Terms”) supplement the terms and conditions in the Service Agreement. Capitalized terms used but not defined in Section 10 of these PS Terms or the body of these PS Terms will have the meanings ascribed to them in the Service Agreement or in the statement of work signed by the parties (“SOW”). If there is a conflict or inconsistency between these PS Terms and any terms contained in the Service Agreement or any SOW, then the following order of precedence applies to resolve the conflict or inconsistency for purposes of the Professional Services only: (1) the SOW; (2) these PS Terms; and (3) the Service Agreement. Zoom may make modifications, deletions, and additions to these PS Terms in accordance with Section 9 below.

1. PROFESSIONAL SERVICES OVERVIEW
   
   Zoom may provide, either directly or through its affiliate, a subcontractor, or both, the implementation, assessment, design, installation, consulting, configuration, project management, and any other professional services (“Professional Services”) that are set forth in an SOW. The parties agree to use commercially reasonable efforts to ensure that the Professional Services reflected in an SOW begin within three (3) months of the SOW’s effective date, unless otherwise specified in the SOW. All Professional Services will be performed remotely during Standard Business Hours unless otherwise specified in the SOW. The performance of Professional Services outside of Standard Business Hours is in Zoom’s sole discretion and will be subject to additional Professional Services Fees. 
   
   
2. CUSTOMER SITE VISITS
    
   1. If the parties agree that the Professional Services are to be performed at a Customer site (each, a “Site”), then each Site will be separately identified in the applicable SOW. Each visit to a separate Customer Site will be considered a separate “Site Visit.” Customer has the following obligations with respect to all Site Visits:
      
      1. Customer shall maintain and ensure safe working conditions at each Site and shall promptly inform the technical project manager of any known hazardous conditions at any Site prior to any visit; 
      2. Customer shall ensure that all Site hardware and network environment meets or exceeds the requirements set forth in the SOW and in any documentation provided by Zoom; and
      3. Customer shall promptly provide all reasonable information, cooperation, and assistance in connection with performing the Professional Services including, without limitation, providing access to Customer’s systems and networks and related system and network administrators as listed in the SOW and as may be reasonably required for the provision of the Professional Services. Any failure on the part of Customer to provide the cooperation requested including, without limitation, access to Customer personnel, information, systems, software, or hardware, may result in the need for a Change Order, and additional Professional Services Fees and extended timelines may apply.
         
         
   2. If Customer changes the date or location of a Site Visit at any time during the ten (10) business days immediately prior to the date that the Site Visit is scheduled to take place (a “Late Site Visit Change”), then Customer acknowledges that Zoom will incur expenses and losses including, without limitation, costs in rescheduling the Site Visit and loss of opportunity for other business activities during the period during which such Site Visit was to take place. Accordingly, Customer agrees that for each Late Site Visit Change, Customer shall pay Zoom, as liquidated damages, an amount equal to eight (8) hours of Zoom’s then-current T&M rates. The parties acknowledge and agree that this amount is a fair and reasonable estimate of the actual damages that Zoom will incur as a result of any single Late Site Visit Change, and that the actual damages would be difficult to calculate and ascertain. Customer will also be responsible for payment of any Site Visit Expenses already incurred by Zoom related to the Late Site Visit Change.
      
      
3. CHANGES TO SOWS
   
   SOWs may only be amended via a Change Order, which will become part of the applicable SOW. Each Change Order will outline the amendments and the effect of such amendments on the SOW including, without limitation, the Professional Services Fees and the timeline as determined by Zoom in its reasonable discretion. Zoom shall have no obligation to commence work in connection with any Change Order until the Change Order is agreed upon and signed by both parties. Zoom has no obligation to provide any Professional Services outside the scope of an SOW. The following non-exhaustive list of items are subject to a Change Order and additional Professional Services Fees will apply:
   1. New requirements not included in the current scope;
   2. Any changes to the initial design or discovery materials;
   3. Any modifications (including removal or additions) to the current SOW;
   4. Any removal, additions, modifications, or changes to the current scope as determined in design work;
   5. Any delay arising due to defective or non-functional new or existing equipment or systems;
   6. Site readiness delays due to network, construction, or furniture removal or relocation;
   7. Any re-designation of rooms that affect deployment scope (based on environmental assessment); and
   8. Any delays caused by Customer including, without limitation, delays in completing and returning Customer documentation required during the assessment and design phase or completing the needs assessment.
      
      
4. PROFESSIONAL SERVICES FEES; SITE VISIT EXPENSES; INVOICING
    
   1. The SOW will set forth the fees and expenses that the Customer shall pay to Zoom (the “Professional Services Fees”). The Professional Services Fees will be invoiced by Zoom upon Zoom’s email notification to Customer and either: (i) according to the specific invoicing terms in the SOW, (ii) upon completion of the Professional Services to the extent specific invoicing terms are not listed in the SOW, or (iii) three (3) months following the SOW effective date if the Professional Services reflected in the SOW have not commenced due to Customer’s delay or inability to allow Zoom to begin providing the Professional Services. In addition to the Professional Services Fees, Customer agrees to reimburse Zoom for any fixed travel, meal, and lodging expenses incurred in connection with any Site Visit (“Site Visit Expenses”). Site Visit Expenses shall be invoiced upon completion of the Professional Services on a per-trip/per resource basis. Zoom shall, after Customer’s written request, provide reasonable information verifying the Site Visit Expenses.
   2. Customer is liable for all Taxes and Fees arising under an SOW and will pay all such Taxes and Fees, in addition to the Professional Services Fees and Site Visit Expenses, in accordance with the Service Agreement, unless otherwise expressly stated in the SOW. Customer shall pay all amounts within thirty (30) days from the invoice date unless a different payment time frame is specified in the Service Agreement. All payment obligations are non-refundable and non-cancellable except as explicitly provided in these PS Terms.
   3. Any unused designs from the design package, if applicable, will not be discounted or refunded. Professional Services purchased under an SOW may only be allocated for the work as specified in the SOW and may not be transferred to other Professional Services under a different SOW, or for any other Zoom Services or labor type. 
      
      
5. TERM; TERMINATION
   
   
   1. These PS Terms remain in effect for as long as there is an SOW in effect between Customer and Zoom, unless terminated in accordance with this Section 5. A party may terminate an SOW by providing written notice of termination for cause if the other party has materially breached these PS Terms or an SOW and has not cured such breach within thirty (30) days of written notice of such breach. The termination of one SOW shall not result in the termination of, or otherwise affect, any other SOW.
   2. If Zoom terminates an SOW in accordance with this Section 5, then Customer shall be obligated to immediately pay Zoom the full amount of the Professional Services Fees set forth in the terminated SOW(s) and all applicable Site Visit Expenses, and, as applicable, any T&M incurred up to the effective date of termination. If Customer terminates an SOW in accordance with this Section 5, then Customer shall be obligated to immediately pay Zoom the Professional Services Fees, Site Visit Expenses and, as applicable, any T&M incurred up to the effective date of the termination. Upon receiving or providing notice of termination under this Section 5, Zoom shall be relieved of and excused from any obligation to continue to perform Professional Services under the terminated SOW(s).
      
      
6. WARRANTY; LIMITATION OF LIABILITY
   
   
   1. Zoom warrants that the Professional Services will be performed in a workmanlike and professional manner by appropriately qualified individuals and in accordance with the requirements set forth in the applicable SOW (the “PS Warranty”). If through no fault or delay of Customer, or breach by Customer of these PS Terms or the SOW, the Professional Services do not conform to the foregoing PS Warranty, and Customer notifies Zoom in writing within thirty (30) days of Zoom’s delivery of the Professional Services, then Customer may require Zoom to re-perform the non-conforming portions of the Professional Services. The foregoing remedy is Customer's sole and exclusive remedy for a breach of this PS Warranty.
   2. Customer acknowledges and agrees that except for the limited PS Warranty provided in this Section 6, the Professional Services are otherwise provided "as is" and Zoom, its affiliates, partners, subcontractors, licensors, suppliers, resellers, and agents expressly disclaim all warranties of any kind, express or implied including, without limitation, any warranty of merchantability, fitness for a particular purpose, or non-infringement. Zoom, its affiliates, partners, subcontractors, licensors, suppliers, resellers, and agents make no warranty or representation regarding the results that may be obtained from the use of the Professional Services, regarding the accuracy or reliability of any information obtained through the Professional Services or that the Professional Services will meet any user's requirements, or be uninterrupted, timely, secure or error free. Use of the Professional Services including, without limitation, any material or data downloaded or otherwise obtained through use of the Professional Services, is at Customer’s sole risk. Zoom does not guarantee and does not promise any specific results from the provision of the Professional Services.
   3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN AN SOW OR THE SERVICE AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL ZOOM, ITS AFFILIATES, PARTNERS, SUBCONTRACTORS, LICENSORS, SUPPLIERS, RESELLERS, AGENTS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AND EMPLOYEES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF REVENUES OR PROFITS, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, OR THE COST OF SUBSTITUTE PRODUCTS OR PROFESSIONAL SERVICES IN CONNECTION WITH THESE PS TERMS, THE SOW, OR THE PROFESSIONAL SERVICES, REGARDLESS OF WHETHER ZOOM HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
   4. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN AN SOW OR THE SERVICE AGREEMENT, IN NO EVENT SHALL ZOOM’S TOTAL AND AGGREGATE LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATING TO AN SOW, THESE PS TERMS, AND THE PROFESSIONAL SERVICES EXCEED AN AMOUNT EQUAL TO THE TOTAL PROFESSIONAL SERVICES FEES PAID TO ZOOM UNDER THE APPLICABLE SOW IN THE PRIOR TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, MISREPRESENTATIONS, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
   5. ANY CLAIM BY CUSTOMER ARISING OUT OF OR RELATING TO AN SOW, THESE PS TERMS, OR THE PROFESSIONAL SERVICES MUST BE BROUGHT BY CUSTOMER WITHIN EIGHTEEN (18) MONTHS OF THE EVENTS GIVING RISE TO THE CLAIM.
      
      
7. INTELLECTUAL PROPERTY
   
   To the extent any Deliverables are provided to Customer in the course of the provision of the Professional Services under an SOW, Zoom hereby grants Customer, for the sole purpose of Customer’s internal use of such Deliverables, a limited, royalty-free, non-exclusive, non-transferable, revocable, and non-sublicensable license to internally use, distribute, display, and make a reasonable number of copies of such Deliverables to the extent reasonably required for Customer to avail itself of the benefits of the Professional Services under the applicable SOW, and only for the period of time that Customer receives Services from Zoom, and subject to Customer being current on all of its payment obligations. Nothing in these PS Terms or any SOW transfers or assigns Zoom’s, its affiliates’, or their respective partners’, subcontractors’, licensors’, suppliers’, resellers’ or agents’ Proprietary Rights. All rights not expressly granted herein are reserved and retained by Zoom, its affiliates, and each of their respective partners, subcontractors, licensors, suppliers, resellers, and agents. None of the Professional Services or Deliverables, or any component thereof, is or shall be deemed a “work made for hire”, as that term is defined in 17 U.S.C. § 101. 
   
   
8. NON-SOLICITATION 
   
   Customer shall not hire or solicit for employment any Zoom Personnel during the term of the applicable SOW, and for a period of one (1) year from the date that the Zoom Personnel last provided Professional Services to Customer.
   
   
9. CHANGES
   
   Zoom may make modifications, deletions, and additions to these PS Terms from time to time. Zoom will indicate the effective date of the modifications, deletions, and additions at the top of these PS Terms. If Customer continues to use the Professional Services after the effective date of any modification, deletion, or addition, then Customer agrees to the revised terms and conditions. For Customers subject to the TOS, Zoom may make modifications, deletions, and additions to these PS Terms in accordance with Section 15 of the TOS. For both TOS and MSA Customers, any modification, deletion, or addition to the PS Terms will be posted here, which Customer should regularly check for the most recent version, and also save the most up to date version in Customer’s files. 
   
   
10. DEFINITIONS
    
    The following definitions apply to these PS Terms: 
    
    “Change Order” means a written agreement between Zoom and Customer that is signed by both parties and documents changes to or modifications of an existing SOW. 
    
    “Customer” means the party purchasing the Professional Services under an SOW and referred to as “you” or “your” in the Zoom Terms of Service or “Customer” in a Master Subscription Agreement, or such other similar name(s) as reflected in the Service Agreement (each as applicable). 
    
    “Deliverables” means, as applicable to the Professional Services under an SOW, reports, diagrams, project schedules, design documents, and other documentation and materials.
    
    “Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark, servicemark, trade name, rights of publicity, or other intellectual property or proprietary rights.
    
    “Service Agreement” means the Zoom Terms of Service located here (“TOS”), or a Master Subscription Agreement (or equivalent service agreement) (“MSA”) in the case where Customer and Zoom have entered into a separate mutually executed written service agreement.
    
    “Standard Business Hours” means 8:00 AM to 5:00 PM Monday through Friday in one time zone designated by Customer, excluding Zoom observed holidays. 
    
    “T&M” means the time and materials of Zoom associated with the provision of Professional Services, paid by the hour based on Zoom’s then-current hourly rate for Professional Services. T&M charges are included in the definition of Professional Services Fees.
    
    “Zoom Personnel” means Zoom employees, contractors, and other professionals and individuals engaged by or on behalf of Zoom, which are providing the Professional Services.