ZOOM RESELLER CUSTOMER PROFESSIONAL SERVICES TERMS AND CONDITIONS

These Zoom Reseller Customer Professional Services Terms and Conditions (“PS Terms”) set forth the additional terms and conditions that apply to Customer’s purchase of Professional Services from Reseller pursuant to a Reseller Customer Agreement and associated Statement of Work. These PS Terms are intended to supplement the terms and conditions contained in the Service Agreement. In the event of a conflict or inconsistency between these PS Terms and any terms contained in the Service Agreement or any SOW, the conflict or inconsistency shall be resolved by giving precedence in the following order (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 10 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 a statement of work signed between Customer and Reseller (“Statement of Work” or “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.
   
   
2. CUSTOMER RESPONSIBILITIES. Customer will cooperate reasonably and in good faith with Zoom in its performance of Professional Services by: (a) providing or performing the Customer obligations contained in the SOW; (b) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Zoom to perform its obligations under the SOW; and (c) actively participating in scheduled project meetings. Any delays in the performance of Professional Services caused by Customer may result in adjustment of Project timelines and/or additional fees, as set forth in a Change Order.
   
   
3. CUSTOMER SITE VISITS. 
   
   1. If the Parties agree that the Professional Services are to be performed at a Customer Site (each, a “Site”), 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 exceed 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 fees and extended timelines will 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 and Reseller 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 Reseller, 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 will be incurred 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 to Reseller for payment of any Site Visit Expenses already incurred by Zoom related to the Late Site Visit Change.
      
      
4. CHANGES TO SOWS.
   
   Zoom has no obligation to provide any Professional Services outside the scope of an agreed SOW or to allow any changes to an agreed SOW. To the extent Zoom agrees to accommodate changes to an agreed SOW, such changes shall be made only in a mutually executed written change order between Zoom and Reseller (a “Change Order”) outlining the requested change and the effect of such change on the Professional Services, including without limitation the fees and the project timeline as determined by Zoom. Any such additional fees will be charged to the Reseller, who in turn may charge the Customer. Zoom shall have no obligation to commence work in connection with any Change Order until the Change Order is agreed upon by Zoom and Reseller in writing.
   
   The following non-exhaustive list of items are subject to a Change Order and additional 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.
      
      
5. TERM.
   
   1. Term. These PS Terms shall take effect on the date Zoom agrees in writing to the applicable SOW and shall remain in effect until the date Zoom provides notice to Customer that the Professional Services are complete. 
   2. Survival. The provisions of these PS Terms, which by their nature and the context in which they appear, would reasonably be expected to survive termination or expiration of these PS Terms, including, but not limited to, those relating to Warranties, Remedies, Limitation of Liability, and Intellectual Property, will survive its termination or expiration.
      
      
6. WARRANTIES; 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, the SOW, or the Service Agreement, the Professional Services do not conform to the foregoing PS Warranty, and Customer notifies Zoom 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 Section 7(a) and to the maximum extent permitted by law, 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 obtain through use of the Professional Services, is at Customer’s sole risk. Zoom cannot guarantee and does not promise any specific results from the provision of the Professional Services.
   3. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE PS TERMS OR THE SERVICE AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL ZOOM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, SUPPLIERS, RESELLERS AGENTS OR THEIR RESPECTIVE OFFICERS, DIRECTORS OR 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 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 THESE PS TERMS OR THE SERVICE AGREEMENT, IN NO EVENT SHALL ZOOM’S TOTAL AND AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATING TO THESE PS TERMS OR THE PROFESSIONAL SERVICES EXCEED FIFTY THOUSAND DOLLARS ($50,000.00). 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. CONFIDENTIALITY.
   1. Communication with Customers. Notwithstanding anything to the contrary in the Confidentiality section of the Service Agreement or any other confidentiality terms in effect between Zoom and Customer, the Parties acknowledge and agree that Zoom may communicate with its subcontractors and Resellers (and, if applicable, their affiliates, resellers, or distributors) with respect to any matter relating to the Professional Services or an SOW.
      
      
8. 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 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. 
   
   
9. NON-SOLICITATION.
   
   Customer shall not hire or solicit the employment of any Zoom Personnel during the Term of these PS Terms or any SOW and for a period of one (1) year from the date that Zoom Personnel last provided Professional Services to Customer.
   
   
10. 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
    
    
11. DEFINITIONS
    
    The following definitions apply to these PS Terms: 
    
    “Change Order” is defined in Section 5(a).
    
    “Customer” means the party purchasing the PS Service from the Reseller and referred to as “You” in the Zoom Reseller Customer Terms of Service or “Customer” in the End User License Agreement, each, as applicable). The applicable Service Agreement is incorporated into these PS Terms by this reference.
    
    “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 Reseller Customer Terms of Service (https://explore.zoom.us/en/eula-terms-of-service/) or End User License Agreement (or equivalent service agreement) 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. 
    
    “Zoom Personnel” means Zoom employees, contractors, and other professionals and individuals engaged by or on behalf of Zoom, which are providing the Professional Services.