Res No 072-24-16177RESOLUTION NO. 072-24-16177
A RESOLUTION OF THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI,
FLORIDA, APPROVING THE PURCHASE FROM ZOOM
VIDEO COMMUNICATIONS, INC. OF A NEW CLOUD-
BASED PHONE SYSTEM FOR A FIVE-YEAR TERM;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND ENTER INTO AN AGREEMENT FOR THE PHONE
SYSTEM; PROVIDING FOR IMPLEMENTATION,
CORRECTIONS, AND EFFECTIVE DATE.
WHEREAS, the City of South Miami (the "City") currently utilizes a Voice over Internet
Protocol (VoIP) phone system that is being discontinued; and
WHEREAS, it is necessary to replace the current phone system to ensure continued
reliable communication services; and
WHEREAS, consistent with Article III, Section 5. H. of the City Charter, the City has
adopted a purchasing policy set forth in the FY 2023-2024 Budget (the "Purchasing Policy") which
requires quotes from three different sources of supply for purchases equal to or greater than $5,000
but less than $25,000; and
WHEREAS, City staff requested and obtained three quotes from three different sources
of supply for a cloud-based phone system (the "Phone System") and received the lowest quote
from Zoom Video Communications, Inc., through Carahsoft Technology Corp., an authorized
reseller for Zoom (collectively, the "Vendor") in the amount of $21,354.10 per year for a five-year
term, which quote is attached hereto as Exhibit "A" (the "Quote''); and
WHEREAS, the City Commission desires to approve the purchase of the Phone System
from the Vendor in an amount not to exceed $21,354.10 per year and authorize the City Manager
to negotiate and enter into any agreement(s) with the Vendor for a five-year tenn, including the
Zoom Tenns of Service attached hereto as Exhibit ''B"; and
WHEREAS, the cost of the Phone System will be funded from Account Number 001-513-
1320-4125, or such other funding source(s) as determined by the City Manager to be in the best
interests of the City; and
WHEREAS, the City Commission finds that this Resolution is in the best interest and
welfare of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF SOUTH MIAMI, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The above-stated recitals are true and correct and are incorporated
herein by this reference.
Page 1 of2
Res. No. 072-24-16177
Section 2. Apllroval of Purchase. The City Commission hereby authorizes the
purchase of the Phone System from the Vendor in an amount not to exceed $21 ,354.10 per year,
consistent with the Quote attached hereto as Exhibit "A "
Section 3. Authorization. The City Manager is hereby authorized to negotiate and
execute any agreement(s) with the Vendor for the purchase of the Phone System for a five-year
term, including the Zoom Terms of Service attached hereto as Exhibit "B," subject to the City
Attorney's approval as to form, content, and legal sufficiency . The City Manager is hereby
authori zed to charge the costs of the Phone System to Account No. 00 l-513-1320-4 l 25, or such
other funding source(s) as determined by the City Manager to be in the best interests of the City.
Section 4. Implementation. The City Manager is authorized to take any and all
actions necessary to implement the purposes of this Resolution.
Section 5. Corrections. Conforming language or technical scrivener-ty pe corrections
may be made by the City Attorney for any conforming amendments to be incorporated into the
final resolution for signature.
Section 6 .
adoption.
Effective Date. This Resolution shall become effective immediately upon
PASSED AND ADOPTED this 4•h day of June, 2024.
ATTEST:
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECUTION THEREOF
, ..
CITY ATTORNEY
Pag e 2 of2
APPROVED: c:7-
MAYOR
COMMISSION VOTE:
Mayor Fernandez:
Vice Mayor Bonich :
Commissioner Calle:
Commissioner Liebman :
Commissioner Corey:
4-0
Yea
Yea
Yea
Yea
Absent
Agenda Item No:6.
City Commission Agenda Item Report
Meeting Date: June 4, 2024
Submitted by: Steven Kulick
Submitting Department: Finance Department
Item Type: Resolution
Agenda Section:
Subject:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA,
APPROVING THE PURCHASE FROM ZOOM VIDEO COMMUNICATIONS, INC. OF A NEW CLOUD-BASED
PHONE SYSTEM FOR A FIVE-YEAR TERM; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
ENTER INTO AN AGREEMENT FOR THE PHONE SYSTEM; PROVIDING FOR IMPLEMENTATION,
CORRECTIONS, AND EFFECTIVE DATE. 3/5 (CITY MANAGER)
Suggested Action:
Attachments:
v4CM_Memo_Cloud_Based_Phone_System_4.29.24.docx
Resolution Approving Multi-Year Agreement with Zoom Communications for Cloud Based Phone System.DOCX
Exhibit A - 5 Year Zoom Phone Quote for City of South Miami (1).pdf
Exhibit B - Zoom Terms of Service Agreement.pdf
Sun Biz Carahsoft TEchnology Group 4.29.24.pdf
Calltower Teams MSOCU City S Miami Teleswitch.pdf
Airespring Cloud Phones - 36 mo Enterprise Seat without Phones.pdf
Calltower Zoom City S Miami Teleswitch.pdf
Sun Biz Zoom 3.15.23.pdf
Miami Herald Ad.pdf
1
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission
FROM:Genaro “Chip” Iglesias,City Manager
DATE:June 4, 2024
SUBJECT:Zoom Cloud Based Phone System
RECOMMENDATION:Approval of a 5-year agreement with Zoom Video Communications, Inc.,
for a cloud-based telephone system for the City.
BACKGROUND: The City’s current Voice Over Internet Protocol (VOIP) phone system
provided by Mitel, announced they will discontinue the MiVoice Connect
platform, which marks a significant change in the industry and reflects a
broader trend to move to a cloud-based system.
The City acquired the Mitel phone system over 10 years ago. The hardware
and software are installed in the City data center and are connected to
voice lines provided by Airespring. The City pays a monthly fee for the
voice lines and an annual fee for ongoing support for the phone system
hardware and software.
The end-of-life phase of Mitel MiVoice Connect means the City must
navigate this transition smoothly to ensure there is no interruption in
service for the City as a whole, including critical communication needs for
the South Miami Police Department. Mitel has provided important dates
to assist their current customers in identifying options, setting timelines,
and transitioning to a new system that aligns with the City’s
communication objectives:
July 6, 2024: New system sales are no longer available.
December 31, 2024: Termination of add-ons like hardware,
software expansions, feature enhancements, patching, and
system scalability. Could negatively impact communication
expansion plans.
December 31, 2029: Support End for Mitel MiVoice Connect.
Based on the above timelines, operating beyond 2024 under the current
Mitel system increases security vulnerabilities due to halted expansions of
2
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
the system. Therefore, the City solicited quotes for a Cloud-Based
telephone system. The benefits of a cloud-based system are the following:
Scalability and Flexibility:
Cloud phone systems can easily scale up or down based on
business needs. Lines can be added or removed without the issue
of physical installations.
Monthly operating expense.
No large capital expense.
Possible Cost Savings:
No on-premises hardware, upgrade or maintenance costs.
Pay for what you use, avoiding upfront capital expenses.
All local, national calling included. Reduced charges for
international calls.
Mobility and Remote Work:
City employees can make and receive calls from anywhere with an
internet connection.
Seamless integration with mobile devices allows for remote work
flexibility.
Advanced Features:
Cloud phone systems offer features like voicemail-to-email, call
forwarding, auto-attendants, and virtual extensions.
Include SMS, IM, e-fax, and Meetings capability.
Easy setup and management through web-based interfaces.
Reliability and Redundancy:
Calls can be automatically rerouted during outages or
emergencies.
Integration with Other Tools:
Phone system can be integrated with CRM software, collaboration
tools, and customer support platforms.
Enhance productivity by streamlining communication.
Security and Updates:
Cloud providers handle security, including encryption and data
backups.
3
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
Regular updates and maintenance without disrupting business
operations.
The cloud-based phone system is all inclusive. The service for managing
calling plans and numbers as well as all the features of the solution (phone,
SMS, Meetings etc.) are all included. This simplifies management, use and
financial management.
The City solicited quotes from our current provider Airespring, Zoom, and
Microsoft Teams through Call Tower. Airespring is not able to quote a 5-
year service term. Prices are based on 155 users and are without phones.
Note: The City found it more cost effective to purchase desk top cloud-
based compatible telephones outright rather than include them in the
program which would have an annual recurring cost of $5,300; or $26,500
over the 5-year term:
CURRENT COSTS/AIRSPRING
(Includes Taxes)
AIRSPRING
CLOUD
Enterprise
Seat W/O
Phones 36
Mths
AIRSPRING
CLOUD
Enterprise
Seat W/O
Phones 60
Mths
ZOOM W/O
PHONES - 36
MTHS
ZOOM W/O
PHONES - 60
Mths
CALL TOWER
ZOOM w/o
Phones 60
Mts
CALL TOWER
TEAMS w/o
Phones 60
Mths
Monthly $590.20 $1,880.00 N/A $1,870.00 $1,779.50 $2,362.35 $2,438.95
ACC Circuit $569.80 $569.80 N/A $569.80 $569.80 $569.80 $569.80
Airespring SD
WAN $140.00 $140.00 N/A $140.00 $140.00 $140.00 $140.00
Est. Tax & Fees.$350.00 $350.00 $350.00 $350.00 $350.00 $350.00
TOTAL Monthly $1,300.00 $2,939.80 N/A $2,929.80 $2,839.30 $3,298.00 $3,498.75
ANNUAL $15,600.00 $35,277.60 N/A $35,157.60 $34,071.60 $41,065.80 $41,985.00
4
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
ANNUAL Less Airespring SIP Trunks $4,080.00
ANNUAL Less Teleswitch Support Maintenance $5,000.00
ANNUAL Less (2) MDC VOIP Servers $3,639.00
SAVINGS $12,719.00
NET INCREASE OVER CURRENT COSTS; AIRESPRING vs ZOOM $5,752.60
CALL
CTR/SUPPORT U.S.U.S.Philippines Philippines US US
Cloud-based phone systems operate on the internet and require internet
circuits. The City currently has two circuits for redundancy at $569 per
month provided by ACC and Airespring and a SD WAN, a software defined
wide area network, at $140 per monthprovided by Airespring. Those costs
are constant and are included in the matrix above for all quotes.
As provided above, transitioning to a cloud-based telephone system
represents an increase over current annual costs of $5,752.
The City is recommending Zoom, the low bidder, for a 5-year agreement.
The City already has a business relationship with Zoom for video
conferencing platforms either through computer desktops or mobile app
and allows users to connect online for video conference meetings,
webinars, live chats, etc. Billing to the City will be from Carahsoft
Technology Group, a direct reseller on behalf of Zoom Video
Communications, Inc.
The agreement with Zoom automaticallyrenews upon the anniversary and
renewal date of the agreement. The City may cancel services with a 30-
day written notice prior to the renewal date of the agreement. If the City
determines Zoom is in breach of the agreement, and Zoom has not cured
the breach within a 30-day period from the notice of the breech, service
can be cancelled immediately.
5
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
Zoom Power Pack Licenseswill be required for Administrators and selected
Mangers whichincludesvarious reporting, real-time analytics dashboards,
and features such as Auto Receptionists and Call Queue. The City is
estimating three (3) licenses at $300 per license.
Transitioning to the cloud-based phone system will begin during August-
September with an expected go-live date in November 2024. The
transition will involve Miami-Dade County’s Firewall Team, Airespring; the
current provider, Zoom representatives and staff.
FUNDING:FY2024 – 2025 and recurring annually for the 5-term, $21,360 – Zoom
Cloud Based System, ($1,780 per month), charged to account 001-513-
1320-4125.
ATTACHMENTS:Resolution
Cloud-Based Phone System Quotes
Zoom Terms of Service Agreement
Sun Biz, Zoom Video Communications, Inc.
Sun Biz, Carahsoft Technology Group
6
zoom
Order For m Number: Q2518093
Valid Unlll: 03/17/2024
Billed To
Customer: Cily of South Miami
Account Lega l Name:City of South Miami•••
Contact Name: Alfredo Riverol
6130 S un se t Dr.
Miami , Florida
33143, United Slat es
Email Address: ariverol@southmiamifl .gov
Phone:3056636346
Auto Re new: No
Initial Paid Subscription Term: 60 Month
Paid Period Start Dato: 10/01/2024
Free Period Start Date: 08/0 1/202 4
Present ed by Carahsoft -Direct Reseller ZfG o n behal f of Zoom Video Communications, Inc
Zoom Video Communica tions Inc. ('Zoom')
55 Almaden Blvd. 6th Floor
San Jose, CA
So l d To
Customer: City of South Miami
Account Legal Name:City of South Miami ...
Contact Name: Alfredo Riverol
6130 Sunset Dr.
Miami, Florida
33143, United States
Email Address: ariverol@southmiamifl.gov
Phone:3056636346
Billing Method: Email
Currency: USO
Payment Term: Ne\ 30
This Zoo m Order Form and any olher Order Forms that reference this Order Fo rm are governed by the Zoom Terms of Service
found at hllps://explore.zoom.us/en/terms/ (unless Customer and Zoom have en tere d a wrillen governing Master Subscri ption
Ag reement, in which case such written agreement will govern).
. -
SERVICE BILLING PliR
0 IOD .
-. . -
•·. . _PRICE . . . ~
• TOTAL ,
Zoom One Business Annual Annual 10 USO 197.91 USO 1,979.10
Zoom Phone Monthly Usage -overage fee Month NA USO 1.0000 NA
----------
Zoom Phone Pay As You Go Month USO 0.00 USO0.00
Zoom Phone US/Canada Unlimited Calling Named User USO 125.00 Annual Annual 155 USO 19.375.00
;,.·· • • • .. _ ... ,.
>~efore Taxes) , •
_;~nnu_al Payment: • . • USO 21 ,354.1 0
Payment Schedule ~ummary (Before Taxes) , • -• • . ' . '
Fi rs\ Payment: USO 2 1,354.10
. .
Other Terms & Notes
Special Notes:
An invoice will be issu ed at the time the Services are activa ted and paymenl will be due no later than the first day of the Paid Period unless Customer's payment terms
extend beyond that date·, in which case payment will be due in accordance with Customer's payment terms. All subsequent invoices will be due according to
Customer's payment terms.
'Payment terms are calculated from service activation date.
Should the customer add services and/or subscription quantities during the Free Period, the customer will be invoiced for any services ordered during the free period
which shall be billed as a o n e-time charge f or Jhe duration of the free period starting at the time the amended services are activated. The due d al e for this Invoice will
be according l o Customer's existing payment terms. Pl ease Note: The invoice may be due prior to the end of the free period.
-Any overages for u sage-based products such as Zoom Phone. Zoom Audio and Zoom Contact Center and/or any PAYGO usage during the free period will be
invoiced al the contracted ra tes and invoiced 30 days in arrears.
Other:
Named Host -means any subscribed host who may host an unlimited number of meetings during the Term using the Service. Any meeting will have at least one
Named Host. Unless Customer has purchased an extended capacity, the number of participants (participants do not require a subscription) will not exceed 300 per
meeting. Named Host subscription may not be shared or used by anyone other than the individual to whom the Named Host subscription is assigned.
Country or region availabilily for Zoom Phone is listed on Zoom's website and is subject to change (see hllps://explore.zoom.u s/docs/en-us/zoomphone/global-
coverage.hlml).
Fees -The fees for the Services, if any, are described in the Order Form. The actual fees may also include overage amounts or per use charges for audio and/or cloud
recording in addition to the fees in the Order, if such use is higher than the amounts described in the Order, and you agree to pay these amounts or charges if you
incur them. Invoicing for Services begins on the first day that the service is available for use by t he Customer an d monthly thereafter for the duration Term, except for
annual pre-pay option which Is invoiced once in the first month of the annual term. Amendment orders will co-term with th e exi sting subscripti on term end dale.
Invoices are pro-rated from paid period start date to base subscription end date. Purchase order, if any, issued In connection with this order should reference the
above order form number. Commitments not utilized by the Customer during the month for which they are committed may not be carried forward into any subsequent
month or term.
All prices shown for Zoom and Zoom Phone services are exclusive of taxes. The term 'laxes' referred herein should encompass: US state and local taxes, VAT, GST,
HST (or any other consumption taxes), Digital Service Taxes and Withholding Taxes that may apply upon making payments to Zoom. Regula tory telecommunications
fees, such as USF or any similar foreign fee, will apply lo Zoom Phone services and details of taxes and fees will be i ncluded in issued invoices.
Professional Services if purchased will be presented in a separate Order Form.
Zoom Phone Rates
Zoom Phone Table Format: Coun try I Landline Rate I Mobi le Rate I Enabled Status
Y means Zoom Phone for country is Enabled upon provisioning
N means Zoom Phone for country is Not Enab led upon provisioning
•♦ I •
Not Applicable
. . Callout • • . •
.country.I Landllno Rate I Mobllo Raio I Enabled Status , .
ANTIGU A AND BARBUDA I 1 .0218 $ I 1.0486 $ I Y
ARGENTINA I 0.1156 $ I 0.5623 $ I Y
AUSTRIA I 0.0501 $ I 0 .23 $ I Y
BULGARIA I 0.1186 $ I 0.8406 $ I Y
BOLIVIA (PLURINATIONAL STATE OF) I 0 .5155 $ I 0.8003 S
I Y
BONAIRE, SI NT EUSTATIUS AND SABA I 0.7028 $ I 0.7028
SI Y
BOTSWANA I 0.436 S I 0.9398 S I Y
COCOS (KEELING) ISLANDS I 0.4552 $ I O S I Y
SWITZERLAND I 0 .3694 $ I 0 .7011 SI Y
CUBA I 3.0799 S I 5.6543 $ I Y
CURA<;AO I 0 .2813 SI 0.7028 SI Y
CHRISTMAS ISLAND I 0.4552 S I O $ I Y
CYPRUS I 0.0953 $ I 0.2861 S I Y
GERMANY I 0.0353 SI 0.1434 SI Y
DOMIN ICAN REPUBLIC I 0.1716 $ I 0.3824 $ I Y
ALGERIA I 0.3773 $ I 2.1167 $ I Y
ECUADOR I 0.5392 $ I 0 .7572 $ I Y
WESTERN SAHARA I 0.5182 SI OS I Y
SPAIN I 0.0381 $ I 0.1832 SI Y
FINLAND I 0 .8584 S I 0.864 S I Y
GRENADA J 1.0196 $ j 1.2758 SI Y
GREECE I 0.0911 $ I 0.3357 $ I Y
HO NG KON G SAR I 0.0863 $ I 0 .1333 $ I Y
IN DONESIA I 0.1486 SI 0.2407 SI Y
ISRAEL I 0.0639 $ I 0.1161 $ I Y
INDIA I 0 .0915 SI 0.0837 $ I Y
IRAN 11.2762 $ I 1.3672 $ I Y
JORDAN I 0 .6552 S I 0.8567 S I Y
KENYA I 0.9342 s 10.7235 SI Y
CAYMAN ISLANDS I 0.7259 $ I 0.4934 SI Y
KAZAKH STAN I 0 .3587 $ I 0.6853 $ I Y
SAINT LUCIA I 0.9581 $ I 0.5276 SI Y
MALAYSIA I 0.1001 $ I 0.0918 s I Y
NETHERLANDS I 0.0913 $ I 0.4453 SI Y
NEW ZEALAND I 0.0567 $ I 0.2556 S I Y
O MAN I 0.5335 $ J 1.1352 $ I Y
PANAMA I 0.0485 S I 0.994 S I Y
PHILIPPINES I 0.5808 $ I 0.7074 S I Y
POLAND I 0.137 $ I 0.3728 SI Y
PORTUGAL I 0.026 $ I 0.1545 S I Y
REUNION I 0.3569 $ I 0.6072 S I Y
ROMANIA I 0.0812 SI 0.2815 $ I Y
RU SSIA N FEDERATION I 0.1054 $ I 0.8892 $ I Y
SUDAN I 1.4455 $ J 1.4742 SI Y
_S INGAPORE I 0.0]29 S I 0.033_§ $ I Y
SLOVENIA I 0.1855 $11,1228 $ I Y
UKRAINE I 0.5868 $ I 1,0755 $ I Y
URUGUAY I 0.2285 $ I 0.8432 $ I Y
HOLY SEE (VATICAN CITY) I 0.0082 $IO$ I Y
VENEZUELA (BOLIVARIAN REPUBLIC OF) I 0.0518 $ I
0.2809 $ IY
VIRGIN ISLANDS (U.S.) I 0.9646 $ 11.5308 $ I Y
ASCENSION ISLAND 11,8943 $ 11,065 $ I Y
ANDORRA I 0.1589 $ I 0.348 $ I Y
UNITED ARAB EMIRATES I 0.6535 $ I 0.6535 $ I Y
AFGHANISTAN I 0.3124 $ I 0.3766 $ I Y
ANGUILLA 11.0442 $ 11.0442 $ I Y
ALBANIA I 0.2534 $ I 0.7026 $ I Y
ARMENIA I 0.3098 $ I 0.3455 $ I Y
NETHERLANDS ANTILLES I 0.1956 $ I 0.15 $ I Y
ANGOLA I 0.6882 $ I 0.5871 $ I Y
AMERICAN SAMOA I 0.3267 $ I 0.3267 $ I Y
AUSTRALIA I 0.0443 $ I 0.182 $ I Y
ARUBA I 0.1557 $ I 0.3294 $ I Y
AZERBAIJAN I 0.434 $ I 0.5256 $ I Y
BOSNIA AND HERZEGOVINA I 0.6177 $11.313 $ I Y
BARBADOS I 0.972 $ I 1.0238 $ I Y
BANGLADESH I 0.1703 $ I 0.1697 $ I Y
BELGIUM I 0.308 $ I 0.5272 $ I Y
BURKINA FASO I 0.5944 $ I 0.6532 $ I Y
BAHRAIN I 0.4356 $ I 0.5154 $ I Y
BURUNDI I 0.788 $ I 0.8907 $ I Y
BENIN I 0.602 $ I 0.5223 $ I Y
BERMUDA I 0.3216 $ I 0.3216 $ I Y
BRUNEI DARUSSALAM I 0.1424 $ I 0.0558 $ I Y
BRAZIL I 0.0524 $ I 0.2582 $ I Y
BAHAMAS I 0.6278 $ I 0.6278 $ I Y
BHUTAN I 0.1257 $ I 0.1025 $ I Y
BELARUS I 0.6629 $ I 0.6641 $ I Y
BELIZE 11.533 $ I 1.533 $ I Y
CANADA I 0.0355 $ I 0.0355 $ I Y
CONGO, DEMOCRATIC REPUBLIC OF THE I 0.867 $ I
0.1109 $Iv
CENTRAL AFRICAN REPUBLIC 11,0972 $ I 0.8121 $ I Y
COTE D'IVOIRE I 0.67 $ I 0.7129 $ I Y
COOK ISLANDS 11.5994 $11.3205 $ I Y
CHILE I 0.1132 $ I 0.5309 $ I Y
CAMEROON I 0.4107 $ I 0.5179 $ I Y
CHINA I 0.0395 $ I 0.0395 $ I Y
COLOMBIA I 0.117 $ I 0.1003 $ I Y
COSTA RICA I 0.1231 $ I 0.3139 $ I Y
CABO VERDE I 0.5317 $ I 0.3612 $ I Y
CZECHIA I 0.113 $ I 0.2348 $ I Y
DIEGO GARCIA I 0.435 $ I 0.435 $ I Y
DJIBOUTI I 0.7215 $ I 0.5718 $ I Y
DENMARK I 0.0327 $ I 0.1404 $ I Y
DOMINICA 11.0227 $ I 0.7727 $ I Y
ESTONIA I 2.1381 $ I 2.0891 $ I Y
EGYPT I 0.4326 $ I 0.6226 $ I Y
ERITREA I 0.7029 $ I 0.4078 $ I Y
ETHIOPIA I 0.4027 $ I 0.3803 $ I Y
FIJI 11.5038 $ I 0.7631 $ I Y
FALKLAND ISLANDS (MALVINAS) 11.9702 $ I 1.9702 $ I Y
MICRONESIA (FEDERATED STATES OF) I 0.8686 $ I
0.8308 $ IY
FAROE ISLANDS I 0.1524 $ I 0.0288 $ I Y
FRANCE I 0.0329 $ I 0.126 $ I Y
GABON I 0.6246 $ I 0.6921 $ I Y
UNITED KINGDOM I 0.0233 $ I 0.0682 $ I Y
GEORGIA I 0.8426 $11.1833 $ I Y
FRENCH GUIANA I 0.2043 $ I 0.1204 $ I Y
GUERNSEY I 0.0233 $ I 0.0682 $ I Y
GHANA 11.1366 $ I 1.1366 $ I Y
GIBRALTAR I 0.2334 $ I 0.9396 $ I Y
GREENLAND 11.125 $ I 0.3228 $ I Y
GAMBIA I 0.6642 $ I 0.801 $ I Y
GUINEA 11.1618 $ I 0.9137 $ I Y
GUADELOUPE,SAINT-MARTIN (FRENCH) AND SAINT
BARTHELEMY I 0.0265 $ I 0.1017 $ I Y
EQUATORIAL GUINEA 12.7398 $ I 2.7398 $ I Y
GUATEMALA I 0.625 $ I 0.7812 $ I Y
GUAM I 0.0409 $ I 0.0409 $ I Y
GUINEA-BISSAU I 0.8951 $ I 0.9941 $ I Y
GUYANA I 0.333 $ I 0.3282 $ I Y
HONDURAS I 0.1846 $ I 0.2305 $ I Y
CROATIA I 0.458 $ I 1.251 $ I Y
HAITI I 0.3532i I 0.4437 $ I Y ·-____ .
HUNGARY I 0.1209 $ I 0.2156 $ I Y
IRELAND I 0.0256 $ I 0.1784 $ I Y
ISLE OF MAN I 0.0233 $ I 0.0682 $ I Y
IRAQ I 0.2409 $ I 0.2955 $ I Y
ICELAND I 0.2305 $ I 0.1054 $ I Y
ITALY I 0.0338 $ I 0.2172 $ I Y
JERSEY I 0.0233 $ I 0.0682 $ I Y
JAMAICA 11,0442 $ I 1.0442 $ I Y
JAPAN I 0.0601 $ I 0.137 $ I Y
KYRGYZSTAN I 0.2141 $ I 0.3367 $ I Y
CAMBODIA I 0.3497 $ I 0.3497 $ I Y
KIRIBATI 11,9284 $ I 2.1749 $ I Y
COMOROS I 0.6617 $ I 0.7148 $ I Y
SAINT KITTS AND NEVIS I 0.9292 $ I 0.9292 $ I Y
KOREA, REPUBLIC OF I 0.1029 $ I 0.1029 $ I Y
KUWAIT I 0.3625 $ I 0.3625 $ I Y
LAO PEOPLE'S DEMOCRATIC REPUBLIC I 0.2884 $ I
o.1503 $ I Y
LEBANON I 0.1964 $ I 0.2401 $ I Y
LIECHTENSTEIN I 0.4236 $ I 0.213 $ I Y
SRI LANKA I 0.6953 $ I 0.6953 $ I Y
LIBERIA I 0.7744 $ I 0.7668 $ I Y
LESOTHO I 0.7845 $11.153 $ I Y
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LAlVIA 12.1202 $12.4842 $ I Y
LIBYA I 0.6169 $ I 0.4497 $ I Y
MOROCCO I 0.5183 $ I 2.132 $ I Y
MONACO I 0.8023 $ I 2.1247 $ I Y
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MADAGASCAR 11.0043 $11.0901 $ I Y
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MALDIVES I 5.702 $ I 5,702 $ I Y
MALAWI I 0.7964 $ I 0.677 $ I Y
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NIUE 11.7966 $11,3181 $ I Y
PERU I 0.0487 $ I 0.1476 $ I Y
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2.4267 $ 12.3385 $ I v
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. SURINAME_! 0.1996 $1 0.4533 $ I Y __ _
End Customer Signature:
Print Name:
Date:
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UGANDA J 1.6086 $ J 1.6086 $ I Y
UNITED STATES MINOR OUTLYING ISLANDS I 0.0343 $ I
0.0343 SI Y
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0 .5279 $ I Y
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SAMOA I 0.3329 S I 0.9589 $ I Y
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MAYOTTE I 0.2471 $ J 0.41 99 $ J Y
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ZAMBIA I 0.747 SI 0.7075 $ J Y
Z IMBABWE I 0 .341] $ J 006389 $ 1..Y.
Acknowledge and ag re ed as of the dale specified below by the authorized representative of Partner
Partner Signature: ,<1~/V6k--
Print Name : Andy Nokes
Date: 06/21/2024
Zoom Service Effective Date: 08/01/2024
End Customer PO# (If Applicable):
Partner PO# (If Applicable):
End Customer VAT# (If Applicable):
Tho Services will be activated within 48 hours of o rd er signature or Zoom Service Effective Date, whichever Is later.
Zoom reserves the right at Its sole discretion to accept Order Forms received after the Va lid Until date.
If a PO# is required for processin g the i n voice related lo /his order, please provide a PO with /his or der. If issuance of PO is delayed, pl ease
provide a PO within 5 days of th e service effective d al e via email to purchase:9ttfer3@zoomuszendesk.com. Notwithstanding the foregoin g, the
period for payment shall commence as of the applicable invoice date. Such payment period s hall not restart based on any delays in issuing a
Purchase Order or any procurement process.
Zoom Phone services provided by Zoom Voice Communications, I nc. Ra tes, terms and conditions for Zoom Phone services are set by Zoom
Voice Communication s, Inc.
•
ZOOM TERMS OF SERVICE
Effective Date: August 11, 2023
Please read these terms of service {"Terms of Service") and the Zoom Services
Description {collectively, this "Agreement") carefully. This Agreement is between you and Zoom
Video Communications, Inc. and its affiliates {"Zoom," "we," "us," or "our") and governs your
access to and use of our Services and Software, unless you and Zoom have entered into a written
Master Subscription Agreement {MSA), in which case such MSA will govern your access to and
use of the Services and Software and not these Terms of Service. You may enter into this
Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement
on behalf of a legal entity, you represent that you are a duly authorized representative with the
authority to bind that legal entity to this Agreement. All references to "you" and "your" in this
Agreement mean the person accepting this Agreement as an individual or the legal entity for
which the representative is acting. Capitalized terms in this Agreement will have definitions as
set forth in the applicable section where they are defined, in the Zoom Services Description, or
in Section 34 below.
We may provide the Services and Software through Zoom Video Communications, Inc., our
affiliate{s), or both. You may only use the Services and Software in accordance with the terms
and subject to the conditions of this Agreement.
READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 27,
that you and Zoom will arbitrate certain claims instead of going to court and that you will not
bring class-action claims against Zoom; (ii) in Sections 12 and 14, that certain terms and
conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in
Section 15, that Zoom may make modifications, deletions, and additions to these Terms of
Service and our Service Description; and (iv) in Section 26, that you release Zoom from, and
waive your right to recover from Zoom, certain damages. You acknowledge that you will only
create an account or otherwise use the Services and Software if you agree to be legally bound
by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding
contract between you and Zoom.
1. ACCOUNT INFORMATION; SHARING
1.1 Registration; Username and Passwords. You may be required to provide
information about yourself to register for and to access or use the Services and
Software. You represent and warrant that any such information, including Customer
Data, is and will remain accurate and complete, and that Zoom has no liability
whatsoever for errors and omissions in your Customer Data. You may also be asked to
choose a username and password to access or use the Services and Software. We may
reject, or require that you change, any such username or password, in our sole
discretion. You are entirely responsible for maintaining the security of your username
and password, and you agree not to disclose or make your username or password
accessible to any third party.
1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user
rights with any other individual, unless otherwise expressly pre-approved by Zoom in
writing. You may not share any login credentials or passwords regarding the foregoing
with any other individual. You acknowledge that sharing of any such rights is strictly
prohibited. Your right to use or access the Services and Software is personal to you and
not assignable or transferable. You may not assign or transfer any account, Host rights,
or any other user rights with any other individual, except upon (i) an individual
termination of employment or relationship with their employer, as applicable, or (ii)
Zoom's prior express written approval.
2. ORDERING SERVICES
2.1 Order Form. You may order the Services through an on line registration or order form
approved and authorized by Zoom (each an "Order Form"). Any order for the Services
made pursuant to an Order Form is subject to the terms of this Agreement. An Order
Form may contain additional or different terms, conditions, and information regarding
the Services you are ordering as authorized and agreed to by Zoom. In the event of any
conflict or inconsistency between this Agreement and any Order Form authorized and
agreed to by Zoom, the applicable Order Form controls and governs over this
Agreement, to the extent necessary to resolve the particular conflict or inconsistency
only. Zoom will provide the Services set forth in your Order Form and standard updates
to the Services that we make generally available at no additional cost to similarly
situated customers in the same geographic region during the applicable Initial
Subscription Term or then-current Renewal Term. Zoom may, in its sole discretion, (i)
discontinue the Services, or (ii) modify the features or functionality of the Services or
Software.
2.2 Minimum Commitment. You will maintain your minimum quantity of the Services
set forth on your Order Form for the duration of the applicable Initial Subscription Term
or then-current Renewal Term. Any timely and contractually available modification to
the Services set forth on your Order Form will be effective only upon the
commencement of your next Renewal Term, unless you request an increase in the
Services, which will take effect as indicated in the applicable Order Form.
2.3 Outstanding Balance; Late Payment. Without limiting our rights in this Agreement,
including Sections 12.7 and 14.3, you acknowledge that Zoom is not required to provide
any new Services set forth in an Order Form until all outstanding balances due and owing
for existing Services are paid in full.
3. ACCESS AND USE; SOFTWARE LICENSE
3.1 Access and Use; Software License. Subject to the terms and conditions of this
Agreement, you may access and use, during the Initial Subscription Term or then-
current Renewal Term, the Services as set forth on each applicable Order Form. If access
to or use of any portion of the Services requires or allows for you to download, use, or
install Zoom software ("Software"), Zoom grants you a limited, revocable, non-
exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license
to use the Software in object code format on a compatible device for your internal use
only, solely to access and use the Services during the applicable Initial Subscription Term
or then-current Renewal Term. You acknowledge and agree that your access to and use
of the Services and Software under this Section 3.1 (and as otherwise provided in this
Agreement) is revocable in Zoom's sole discretion.
3.2 Documentation License. Subject to the terms and conditions in this Agreement,
Zoom grants you a limited, revocable, non-exclusive, non-transferable, non-assignable,
non-sublicensable, and royalty-free license for you to use Zoom-provided product and
services documentation ("Documentation") solely for your internal business purposes
in connection with use of the Services or Software during the applicable Initial
Subscription Term or then-current Renewal Term.
3.3 Ownership. You acknowledge that, notwithstanding anything to the contrary herein,
the Services are provided to you on a subscription basis, and the Software and
Documentation is provided to you under a limited license, and neither has been sold to
you. You also acknowledge that you have neither obtained nor will obtain any
ownership or other right, title, or interest in or to the Services, Software, or
Documentation or any Proprietary Rights relating thereto. Any copies of Software will
remain the exclusive property of Zoom. The Software may include code that is licensed
to you under third party license agreements, including open source software made
available or provided with the Software. Without limiting the generality of the
foregoing, Zoom owns all right, title, and interest in and to all upgrades, enhancements,
new releases, changes, and modifications to the Services or Software, together with all
ideas, architecture, algorithms, models, processes, techniques, user interfaces,
database design and architecture, and "know-how" embodying the Services and
Software. Under no circumstances will you be deemed to receive, have, or be granted
title to all or any portion of the Services, Software, or Documentation, title to which at
all times vests exclusively in Zoom. None of the Services, Software, or Documentation,
or any component thereof, is or shall be deemed to be a "work made for hire," as that
term is defined in 17 U.S.C. § 101.
4. RESPONSIBILITY FOR USE AND END USERS
4.1 Use of the Services; End User Responsibility. You will, and you will cause your End
Users to, abide by and ensure compliance with, all the terms and conditions of this
Agreement. Use of the Services is void where prohibited. You are responsible for your
and your End Users' access to and use of the Services and Software. You are responsible
for the activities of all your End Users, including ensuring that all End Users will comply
with the terms and conditions of this Agreement and any applicable Zoom policies. You
acknowledge that you remain liable for the acts and omissions of any third party that
you allow, enable, or otherwise provide access to the Services or Software, whether or
not such access was expressly permitted by Zoom.
4.2 Violations by End Users or Third Parties. Zoom assumes no responsibility or liability
for violations of this Agreement by End Users or any other third party that you allow,
direct, or enable to access the Services or Software. If you become aware of any
violation of this Agreement in connection with use of the Services or Software by any
person, you must contact Zoom at trust@zoom.us.
4.3 Liability for Content and Data. Under no circumstances will Zoom be liable in any
way for any data or other content viewed while using the Services, including any errors
or omissions in any such data or other content, or any loss or damage of any kind
incurred as a result of the use of, access to, or denial of access to any data or other
content.
4.4 Investigation of Use. Zoom may investigate any complaints and violations that come
to our attention and may take any action, in its sole discretion, including issuing
warnings, suspending or disconnecting the Services or Software, removing the
applicable data or other content, terminating accounts or End User profiles, or taking
other reasonable actions in its sole discretion.
5. SYSTEM REQUIREMENTS; CHANGES
Your use of the Services and Software requires one or more compatible devices, Internet
access, and certain third-party software, and you may be required to obtain updates or
upgrades from time to time for Software or third-party software, which may result in
additional costs to you. Because use of the Services and Software involves hardware,
software, and Internet access, your ability to access and use the Services and Software
may be affected by the performance of the foregoing. High-speed Internet access is
recommended. You are solely responsible for any fees that may apply to your access to
or use of the Services and Software, including fees for hardware, software, Internet
access, or text messages. You agree that the foregoing requirements are your
responsibility, and Zoom may, in its sole discretion, discontinue availability or
compatibility of the Services or Software, on a particular operating system, device, or
platform.
6. USE OF BET A SERVICES
If you use any beta services, products, or software offered or made available by Zoom,
then you acknowledge that your use of the services, products, or software are governed
by separate Beta Program Terms of Use and not by this Agreement.
7. RECORDINGS
You are responsible for compliance with all Laws governing the monitoring or recording
of conversations as the Host or Phone Host. A Host or Phone Host can choose to record,
for example, meetings, webinars, or a phone call. By using the Services, you authorize
Zoom to store recordings. You will receive a notification (visual or otherwise) when
recording is enabled. If you do not consent to being recorded, you can choose to leave
the recorded session.
8. PROHIBITED USES
You agree that you will not, and will not permit any End Users to, directly or indirectly:
(i) use the Services or Software in violation of our Acceptable Use Guidelines (which are
hereby incorporated into this Agreement); (ii) modify, customize, disassemble,
decompile, prepare derivative works of, create improvements, derive innovations from,
reverse engineer, or attempt to gain access to any underlying technology of the Services
or Software, including any source code, process, data set or database, management
tool, development tool, server or hosting site; (iii) knowingly or negligently use the
Services or Software in a way that abuses, interferes with, or disrupts Zoom's networks,
your account, Host rights, or any other user rights, or the Services; (iv) engage in activity
that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through
the Services or Software any material that may infringe, misappropriate, or violate the
Proprietary Rights of third parties; (vi) build or benchmark a competitive product or
service, or copy any features, functions, or graphics of the Services or Software; (vii) use
the Services or Software for the development, production, or marketing of a service or
product substantially similar to the Services or Software; (viii) use the Services or
Software to communicate any message or material that is harassing, libelous,
threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any
party, or is otherwise unlawful, or would give rise to civil or criminal liability, under any
applicable Law; (ix) upload or transmit any software, Customer Content, or code that
does or is intended to harm, disable, destroy, or adversely affect performance of the
Services or Software in any way or which does or is intended to harm or extract
information or data from other hardware, software, networks, or other users of the
Services or Software; (x) engage in any activity or use the Services, Software, or your
account in any manner that could damage, disable, overburden, impair or otherwise
interfere with or disrupt the Services, Software, or any servers or networks connected
to the Services or Zoom security systems; (xi) use the Services or Software in violation
of any Zoom policy or in a manner that violates applicable Law, including anti-spam,
import and export control, intellectual property, privacy, anti-terrorism, anti-bribery,
foreign corrupt practices, and any other Laws requiring the consent of subjects of audio
and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights
notices provided on or with the Services or Software, including any copy thereof; (xiii)
make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell,
distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or
service bureau basis, or use the Services or Software for any commercial or other
purpose that is not expressly permitted by this Agreement; or (xiv) make available the
Services or Software, or any features or functionality thereof, to any third party for any
reason or by any manner, unless expressly permitted by this Agreement or otherwise
expressly agreed to in writing by you and Zoom.
9. COMPLIANCE WITH LAWS
You are solely responsible for your and your End Users' compliance with all Laws that
apply to your and your End Users' access to and use of the Services and Software,
including Laws requiring you to provide proper End User notifications and to obtain
proper End User consents, which may be necessary to allow Zoom and Zoom's
authorized third parties to access, use, and share Customer Content. You shall comply
with, and ensure that all End Users comply with, all applicable Laws in connection with
your obligations under this Agreement, including access to and use of the Services and
Software.
10. DATA USAGE, LICENSES AND RESPONSIBILITIES
10.1 Customer Content. Data, content, communications, messages, files, documents, or
other materials that you or your End Users generate or provide in connection with the
Services or Software, together with any resulting transcripts, recordings, outputs, visual
displays, or other content, is referred to as Customer Content.
10.2 Permitted Uses and Customer License Grant. Zoom will only access, process or use
Customer Content for the following reasons (the "Permitted Uses"): (i) consistent with
this Agreement and as required to perform our obligations and provide the Services; (ii)
in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as
required by Law; or (v) for legal, safety or security purposes, including enforcing
our Acceptable Use Guidelines. You grant Zoom a perpetual, worldwide, non-exclusive,
royalty-free, sublicensable, and transferable license and all other rights required or
necessary for the Permitted Uses.
Zoom does not use any of your audio, video, chat, screen sharing, attachments or
other communications-like Customer Content (such as poll results, whiteboard and
reactions) to train Zoom or third-party artificial intelligence models.
10.3 Our Obligations Over Your Customer Content. Zoom will maintain reasonable
physical and technical safeguards to prevent the unauthorized disclosure of or access to
Customer Content. Zoom will notify you if it becomes aware of an unauthorized
disclosure or unauthorized access to Customer Content. Zoom may use consultants,
contractors, service providers, subprocessors, and other Zoom-authorized third parties
in connection with the delivery of the Services or Software. Zoom will ensure that any
sharing of Customer Content with an authorized third party will be in compliance with
applicable Law.
10.4 Customer Responsibilities. You are solely responsible for compliance with all Laws
and regulations pertaining to the Customer Content, including Laws requiring you to
obtain the consent of a third party to use, license or generate Customer Content and to
provide appropriate notices of third party rights. Zoom may delete any Customer
Content, at any time without notice to you if Zoom becomes aware that it violates any
provision of this Agreement or any applicable Laws. You retain all ownership rights in
your Customer Content subject to any license or other rights granted herein.
10.S Service Generated Data. Telemetry data, product usage data, diagnostic data, and
similar data that Zoom collects or generates in connection with your or your End Users'
use of the Services or Software are referred to as Service Generated Data. Zoom owns
all rights, title, and interest in and to Service Generated Data.
11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN
11.1 Eligibility. You affirm that you are of legal age to enter into this Agreement and to
use the Services and Software. You affirm that you are otherwise fully able and
competent to enter into and abide by the terms, conditions, obligations, affirmations,
representations, and warranties set forth in this Agreement. Your access may be
terminated without warning if it comes to our attention that you are under the legal age
to enter into this Agreement or are otherwise ineligible to enter into this Agreement or
to use the Services and Software.
11.2 Restrictions on Use by Children. Zoom is not intended for use by individuals under
the age of sixteen (16) years old, unless it is through a School Subscriber (as defined in
the Zoom Services Description) using Zoom for Education (K-12).
12. PAYMENTS AND CHARGES
12.1 Charges. You agree that Zoom may charge your credit card, debit card, or other
payment mechanism selected by you and approved by Zoom ("Payment Method") for
all amounts due and owing in connection with your use of the Services, as set forth in
the applicable Order Form or otherwise used or ordered by or for you through the
Services, including set up fees, one-time fees, non-recurring fees, overages, per-use
charges, subscription fees, recurring fees, and any other fees and charges associated
with the Services or your account ("Charges"). As provided in Section 13, unless
otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees.
You agree to promptly update your Payment Method to allow for timely payment.
Changes made to your Payment Method will not affect Charges that Zoom submits to
your chosen Payment Method before Zoom could reasonably act on your changes.
Additionally, you agree to permit Zoom to use any updated Payment Method
information provided by your issuing bank or the applicable payment network and to
charge your current primary Payment Method by using the details of such Payment
Method saved in our system, even if such Payment Method is declined. Zoom further
reserves the right to use your backup Payment Method to the extent one is provided.
By adding a backup Payment Method, you authorize Zoom to process any applicable
Charges on your backup Payment Method if your primary Payment Method is declined.
12.2 Non-Cancelable and Non-Refundable Charges. You agree that all payments are
non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as
applicable, and are final and non-refundable, unless otherwise agreed to by Zoom,
required by Law, or set forth in your Order Form.
12.3 Changes to Pricing. Zoom may change prices for the Services at any time, in its sole
discretion. For changes to your Charges, Zoom will provide you with not less than (i)
thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law
(each, (i) and (ii), a "Rate Change Notice"). Unless prohibited by the terms of your Order
Form, any changes to your Charges will be effective upon the commencement of your
next Renewal Term or other date calculated in accordance with applicable Law. If you
seek to terminate or modify the Services affected by a Rate Change Notice, then you
must terminate or modify your affected Services within the applicable Rate Change
Notice time period. If you do not terminate or modify the affected Services within the
applicable Rate Change Notice time period, then you shall be deemed to have
automatically accepted the change to your Charges, unless your affirmative, express
consent to such change is required under applicable Law. If required by applicable Law,
we will remind you of your termination and modification right, any applicable time-
period, and the consequences of not terminating.
12.4 Promotional Rates and Discounts. Prices specified in an Order Form may include a
promotional rate, discount, sale, or special offer, which may be temporary and may
expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term.
The expiration of the discount or promotional pricing may expire without additional
notice to you, unless specified in an Order Form or as required by applicable Law. Zoom
reserves the right to discontinue or modify any promotion, discount, sale, or special
offer in its sole discretion.
12.5 Collection of Charges. You agree that if Zoom is unable to collect the Charges for
the Services through your Payment Method, Zoom may, to the extent not prohibited by
applicable Law, take any other steps it deems necessary to collect such Charges from
you and that you will be responsible for all costs and expenses incurred by Zoom in
connection with such collection activity, including collection fees, court costs, and
attorneys' fees. You further agree that, to the extent not prohibited by applicable Law,
Zoom may collect interest at the lesser of 1.5% per month or the highest amount
permitted by Law on any Charges not paid when due.
12.6 Support Services and Updates. Zoom will provide, at no additional costs, (i)
standard support as set forth in our then-current Documentation (see Zoom Help
Center), and (ii) standard updates to the Services and Software that are made generally
available by Zoom to similarly situated customers in the same geographic region during
the Initial Subscription Term or any applicable Renewal Term. In accordance with
applicable Law and the terms of this Agreement, Zoom reserves the right to (a) modify
its standard support and charge you for standard support and (b) charge you for any
updates to the Services or for any premium features or functionality.
12.7 Termination or Suspension for Nonpayment. Without limiting our rights in any
other section of this Agreement, including 14.3, if any failure to pay Charges continues
for five (5) calendar days following the due date, Zoom may terminate, suspend, or
disconnect your Services immediately and without prior notice.
12.8 Billing Communications. You agree that Zoom may contact you via email or
otherwise at any time with information relevant to your use of the Services, including
billing communications, regardless of whether you have opted out of receiving
marketing communications or notices.
12.9 Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to
terminate your Services based on a right of withdrawal, or a cooling-off period, you may
request to terminate the affected Services in accordance with applicable Law and, if
applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services
begin before any withdrawal or cooling-off period, or you fail to terminate your Services
during the right of withdrawal or cooling-off period, then you acknowledge that you lose
any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended
to limit or exclude any of your rights that cannot be limited or excluded under applicable
Law.
13. TAXES
13.1 Taxes and Fees. Unless otherwise expressly specified by Zoom as required by
applicable Law, all prices shown by Zoom and Charges for the Services on your account
are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on
the invoices issued by Zoom in accordance with applicable Laws. Zoom, in its sole
discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such
amounts without notice to you.
13.2 VAT Invoices. If required by Law, Zoom will issue a VAT invoice, or a document that
the relevant taxing authority will treat as a VAT invoice, to you. You agree that this
invoice may be issued electronically.
13.3 Tax exemptions. If you are exempt from any Taxes and Fees, you will provide Zoom
with all appropriate tax exemption certificates, and/or other documentation
satisfactory to the applicable taxing authorities, to substantiate such exemption status.
Zoom reserves the right to review and validate tax exemption documentation. If the tax
exemption documentation is not provided or not valid, Zoom reserves the right to
charge applicable Taxes and Fees to you.
13.4 Payment of Taxes and Withholding. You will pay Zoom, and you are solely
responsible for, any applicable Taxes and Fees. All payments made by you to us under
this Agreement will be made free and clear of any deduction or withholding Taxes and
Fees, as may be required by applicable Law. If any such deduction or withholding Taxes
and Fees (including domestic or cross-border withholding taxes) are required on any
payment, you will pay such additional amounts as necessary, such that the net amount
received by us is equal to the amount then due and payable under this Agreement. We
will provide you with such tax forms as reasonably requested in order to reduce or
eliminate the amount of any withholding or deduction for taxes in respect of payments
made under this Agreement. You also agree to provide Zoom with withholding tax
certificates, upon Zoom's request, to the extent a withholding certificate is required to
be sent to Zoom under applicable Law, and you agree that Zoom may provide your
withholding tax certificate to the appropriate taxing authority without further notice to
you.
13.5 Value-Added Tax -Customer Obligations. If Taxes and Fees are due towards the
taxing authorities by you instead of Zoom, through the reverse charge or other similar
mechanism, you will provide Zoom with all appropriate evidence for Zoom to
demonstrate your business nature, such as a valid VAT registration number (or similar
information required under the relevant VAT Laws). Zoom reserves the right to review
and validate your VAT registration number. If the VAT registration number is not valid,
Zoom reserves the right to nevertheless charge the applicable VAT to you. For the
avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse
charge or other similar mechanism, you are solely responsible for paying those amounts
to the relevant taxing authority, such that Zoom receives the full amount of payment
required.
13.6 Tax Determination. Tax determination is principally based on the location where
you have established your business based on your Customer Data, or if you are an
individual, where you permanently reside. This location will be defined by Zoom as your
'Sold To' address. Zoom reserves the right to cross reference this location against other
available evidence to validate whether your location is accurate. If your location is
inaccurate, Zoom reserves the right to charge you any outstanding Taxes and Fees.
13.7 Use and Enjoyment. If you subscribe to any Services, and those Services are used
and enjoyed by a subsidiary of you in a country that is different from your location as
determined pursuant to Section 13.6, you confirm that, where required, you will treat
this as a supply to your subsidiary. If you subscribe to the Services and those Services
are used and enjoyed by a branch or individual in a country that is different to your
location as determined pursuant to Section 13.6, you acknowledge that you will inform
Zoom of the Services that have been allocated, and you acknowledge that Zoom
reserves the right to charge Taxes and Fees based on the use and enjoyment of those
Services.
13.8 Disclosures to Taxing Authorities. In accordance with applicable tax Law, and
notwithstanding any of Zoom's notice obligations that may arise under this Agreement,
including but not limited to, Section 17.4 or pursuant to our Government Request Guide.
we may disclose Customer information, including Customer Confidential Information,
to a tax authority without notice to you before or after the disclosure.
14. TERM; TERMINATION AND SUSPENSION
14.1 Term; Automatic Renewal. Each Order Form will specify your Initial Subscription
Term and any applicable Renewal Term for the Services. Unless your Order Form
expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal
Term for the Services will begin automatically at the end of the then-current Initial
Subscription Term or Renewal Term, as the case may be, unless either party provides
written notice of termination or modification of the Services provided under such Order
Form (i) at least thirty (30) calendar days prior to the commencement of the next
Renewal Term, or (ii) within the notice period required by applicable Law (collectively,
(i) and (ii), the "Renewal Notice Period"). In order to terminate or modify the affected
Services, you must provide notice to Zoom, via the billing portal (if available for your
account) or in an email to renewals@zoom.us, in accordance with the Renewal Notice
Period. Any statutory rights you may have under the applicable Laws to terminate your
Services at an earlier time during the Initial Subscription Term or any given Renewal
Term remains unaffected by this clause, and, if required by applicable Law, we will send
you a reminder notice prior to the commencement date of the Renewal Term (and in
accordance with the notice periods specified in this Agreement or other such deadline
set by applicable Law that may apply to you) reminding you of your right to terminate
the affected Services a.nd how to do so.
14.2 Customer Termination. You may find information on how to terminate your
account and Services located here. If you have subscribed to one or more Services for a
specific term, such termination will be effective as to each such Service on the last day
of the then-current term for each applicable Service, provided that you provide proper
and timely notice pursuant to Section 14.1. You may terminate this Agreement by
providing written notice of termination if Zoom has materially breached this Agreement
and has not cured such material breach within thirty .(30) business days of Zoom's
receipt of your written notice of such breach. Your notice shall state the specific
provision in this Agreement that you contend Zoom has breached and set forth in
reasonable detail the facts and circumstances you allege provide the basis for such
breach.
14.3 Zoom Termination Rights and Suspension. Notwithstanding anything to the
contrary herein, if you fail to comply with any provision of this Agreement or any
referenced policies, guides, notices, or statements, Zoom may (i) immediately suspend
your access to the Services, or (ii) terminate this Agreement, effective immediately. If
Zoom chooses to suspend your Services and the failure to comply continues, Zoom may
exercise any or all of its termination rights in this Section 14.3. Additionally, Zoom may
terminate this Agreement, for any reason or no reason, upon thirty (30) business days'
advance notice.
14.4 Effect of Termination or Suspension. Upon any termination of this Agreement, you
must cease any further use of the Services and Software, except for any access rights
granted in Section 14.5. No expiration or termination of this Agreement will affect your
obligation to pay all Charges that may have become due before such expiration or
termination, including that Zoom may retain any Charges previously paid by you if this
Agreement is terminated, unless prohibited by applicable Law. If your Services are
suspended for your failure to comply with this Agreement, you will be liable for all
Charges due and owing during the period of suspension.
14.5 Deletion and Access to Customer Content After Termination. For thirty (30)
calendar days following expiration or termination of this Agreement, Zoom will provide
you access to retrieve your Customer Content, after which time your Customer Content
will be deleted according to applicable Law, this Agreement, and our regularly scheduled
deletion protocols, policies, and procedures. All access during the period set forth in this
Section 14.5 is provided to you subject to and governed by this Agreement.
15. MODIFICATIONS TO THIS AGREEMENT
15.1 General Changes. Zoom may make modifications, deletions, and additions to this
Agreement ("Changes") from time to time in accordance with this Section 15.1. Changes
to these Terms of Service will be posted here or in our Service Description located here,
which you should regularly check for the most recent version and also save the most up
to date version in your files. When Changes are made, Zoom will indicate the effective
date of the Changes at the top of the Terms of Service located here or in our Service
Description located here. Changes to this Agreement do not create a renewed
opportunity to opt out of arbitration (if applicable). If you continue to use the Services
after the effective date of the Changes, then you agree to the revised terms and
conditions. In some instances, Zoom may notify you of a Change and also may request
express confirmation of your consent to a Change. If a Change requires a specific notice
pursuant to applicable Law, Zoom will provide you with such notice in the manner
prescribed by applicable Law, together with any required notification of your rights.
15.2 Other Changes. You agree that Zoom may modify, delete, and make additions to
its guides, statements, policies, and notices, with or without notice to you, and for
similar guides, statements, policies, and notices applicable to your use of the Services
by posting an updated version on the applicable webpage. In most instances, you may
subscribe to these webpages using an authorized email in order to receive certain
updates to policies and notices.
15.3 Change Notifications. It is your responsibility to keep your email address up to date
for any notices that Zoom may send to you from time to time and to regularly review
this Agreement by reviewing these Terms of Service and the Services Description.
16. ZOOM PROPRIETARY RIGHTS; FEEDBACK
16.1 Feedback. If you or any of your employees, contractors, agents, or End Users send,
transmit, or otherwise provide any feedback, comments, suggestions, questions, or the
like, regarding the Services or Software, including any ideas, know-how, concepts,
enhancements, recommendations, or other information relating to the Services or
Software, including suggesting or recommending changes to the Services or Software
such as new features or functionality relating thereto (collectively, "Feedback"), you
acknowledge that (i) Zoom owns, and Zoom shall retain ownership of, all right, title, and
interest in and to such Feedback, including any Proprietary Rights therein, and (ii) Zoom
may, but is not required to use, the Feedback, including any Proprietary Rights therein,
for any purpose whatsoever without any attribution, financial compensation, or
reimbursement of any kind to you or any third party. You hereby unconditionally and
irrevocably assign and agree to assign to Zoom on your behalf, and you shall cause your
employees, contractors, agents, and End Users to unconditionally and irrevocably assign
and agree to assign, all right, title, and interest in and to the Feedback, including all
Proprietary Rights relating thereto. All Feedback is and will be treated as Zoom
Confidential Information until Zoom, in its sole discretion, chooses to make any specific
Feedback non-confidential.
16.2 Ownership of Zoom Property. Zoom, its affiliates, its licensors, and suppliers (as
applicable) own and shall retain ownership of (i) all Service Generated Data (as provided
in Section 10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and
Software, and any underlying or other technology and intellectual property embodied
or contained in, used to provide or support, or otherwise associated or provided in
connection with, the Services or Software, including all Proprietary Rights related
thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons,
insignia, symbols, interface and other designs, domain names and corporate names, and
the like (whether registered or unregistered) ("Zoom Marks") associated or displayed
with the Services or Software, together with the goodwill associated with any of the
foregoing Zoom Marks (all of the foregoing, collectively "Zoom Property"). You may not
frame or utilize framing techniques to enclose any Zoom Marks, or other proprietary
materials or information (including images, text, page layout, or form) of Zoom without
our express prior written consent. You may not use any meta tags or any other "hidden
text" utilizing Zoom Marks without our express prior written consent. No rights to use
the Zoom Marks are provided to you herein.
16.3 Reservation of Rights. Zoom reserves all rights not expressly granted to you in this
Agreement. Except for the limited rights and licenses expressly granted under this
Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or
otherwise, to you or any third party, any Proprietary Rights or other right, title, or
interest in or to any Zoom Property or other intellectual property provided in connection
with this Agreement or the Services or Software.
17. CONFIDENTIALITY
17.1 Definition. "Confidential Information" means: (i) with respect to Zoom, any
information disclosed by, for, or on behalf of Zoom, directly or indirectly, to you or any
End User in connection with this Agreement, the Services or Software, or learned or
accessed by you or any End User in connection with the Services or Software, including
business information, development plans, product roadmap details, systems, strategic
plans, source code, services, products, pricing, methods, processes, financial data,
programs, trade secrets, know-how, and marketing plans, however it is conveyed in any
form or medium, together with all information derived from the foregoing, and any
other information that is designated as being confidential (whether or not it is marked
as "confidential") or which is known by you or the End User or reasonably should be
understood by you or the End User to be confidential ("Zoom Confidential
Information"); and (ii) with respect to you, any information disclosed by you to Zoom
that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security
and technical information that is clearly and conspicuously marked as "confidential" by
you ("Customer Confidential Information"). Customer Content is not Customer
Confidential Information; however, Customer Content will be protected in accordance
with Section 10.3.
17.2 Exclusions. Confidential Information does not include information that: (i) is
already rightfully known to the receiving party at the time it is received, free from any
obligation to keep such information confidential; (ii) becomes publicly known or
available through no act or omission of the receiving party or any third party; (iii) is
rightfully received from a third party without restriction and without breach of this
Agreement; or (iv) is independently developed by the receiving party without the use of
the disclosing party's Confidential Information.
17.3 Obligation of Confidentiality. You and Zoom shall take reasonable steps to
maintain the confidentiality of each other's Confidential Information using measures
that are at least as protective as those taken to protect its own information of a similar
sensitivity, but in no event using less than a reasonable standard of care. Neither you
nor Zoom will disclose the other party's Confidential Information to any person or entity
except to its employees, advisors, and attorneys who have a strict need to know the
information in connection with this Agreement and who are bound by confidentiality
obligations at least as protective as the provisions herein. In addition to the foregoing
permitted disclosures, Zoom also may disclose Customer Confidential Information to its
consultants, contractors, service providers, subprocessors, and other third parties who
are bound by confidentiality obligations at least as protective as the confidentiality
provisions herein.
17.4 Permitted and Compelled Disclosures. Notwithstanding the restrictions in this
Section 17 and without limiting any other rights of Zoom, including our disclosure rights
without notice in Section 13.8, we may disclose Customer Confidential Information
received in connection with this Agreement, the Services, or Software to the extent
authorized in our Government Request Guide or as required by applicable Law;
provided, however, that Zoom will first notify you, unless providing such notice or timely
notice is: (i) prohibited by applicable Law; or (ii) determined by Zoom in its sole
discretion to be (a) a risk or potential risk of harm to a person or to the health of a
person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a
threat to the Services, Software, or Zoom's rights or property.
18. THIRD PARTY PROPRIETARY RIGHTS
You agree to not, and to not permit any End User to, post, modify, distribute, or
reproduce in any way in connection with your or your End Users' use of the Services or
Software any copyrighted material, trademarks, or other proprietary material that may
infringe, misappropriate, or otherwise violate another's Proprietary Rights without
obtaining the prior written consent of the owner of the Proprietary Rights. You
represent and warrant that you are either the author of all Customer Content to be
provided under this Agreement or have obtained and hold all rights necessary to provide
such Customer Content and receive all Customer Content in the form provided by Zoom,
in connection with your or your End Users' use of the Services or Software. Zoom may
deny access to the Services to any End User who is alleged to infringe another person's
Proprietary Rights and may remove any stored Customer Content upon Zoom's receipt
of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting
the foregoing, if you believe that any of your Proprietary Rights have been infringed in
connection with the Services, notify Zoom as specified here.
19. APPLE iOS TERMS OF USE
By accessing or downloading a Zoom application from the Apple App Store, you are
agreeing to Apple's Licensed Application End User License Agreement ("Apple Terms").
This Agreement governs if there is a conflict with the Apple Terms.
20. MEDICAL DEVICE
You agree that Zoom Services and any Software provided under this Agreement, even if
also subject to a separate business associate agreement, does not include, constitute,
or otherwise consist of any medical device, product, or service cleared or approved by
the U.S. Food and Drug Administration and are not intended for use in the diagnosis of,
cure of, mitigation of, treatment of, or prevention of, any diseases, ailments, or
conditions.
21. THIRD-PARTY INTEGRATIONS AND OFFERINGS
The Services or Software may interoperate, integrate, or be used in connection with
third party offerings and services ("Third-Party Offerings"). Zoom is not responsible for,
and Zoom hereby disclaims any liability for, any act or omission of any provider of Third-
Party Offerings or the operation of any Third-Party Offerings, including access to,
modification of, or deletion of data, regardless of whether Zoom or a Service endorses,
approves, or supports any such Third-Party Offerings. Zoom does not guarantee the
interoperation, integration, or support of any Third-Party Offerings. Zoom may, at any
time, in its sole discretion, modify the Services or Software, which may result in the
failed interoperation, integration, or support of Third-Party Offerings. You have sole
discretion whether to purchase or connect to any Third-Party Offerings, and your use of
any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.
22. EXPORT RESTRICTIONS
You acknowledge that the Services and Software, or a portion thereof, are subject to
the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and
may be subject to other applicable country export control and trade sanctions Laws,
including the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United
States, and programs maintained by the U.S. Department of Treasury's Office of Foreign
Assets Control ("OFAC") (collectively, "Export Control and Sanctions Laws"). Zoom will
provide the U.S. export classification(s) applicable to its Services and Software upon
request. You and your End Users may not access, use, export, re-export, divert, transfer,
or disclose any portion of the Services or Software or any related technical information
or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You
represent and warrant that: (i) you and your End Users (a) are not citizens of, or located
within, a country or territory that is subject to U.S. trade sanctions or other significant
trade restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and
Luhansk regions of Ukraine) and that you and your End Users will not access or use the
Services or Software, or export, re-export, divert, or transfer the Services or Software,
in or to such countries or territories; (b) are not persons, or owned or controlled by 50%
or more, individually or in the aggregate, by persons, identified on the U.S. Department
of the Treasury's Specially Designated Nationals and Blocked Persons List or Foreign
Sanctions Evaders Lists or any similar applicable list maintained by a country's regulatory
authority; and (c) are not persons on, affiliates of persons on, the U.S. Department of
Commerce's Denied Persons List, Entity List, or Unverified List, or U.S. Department of
State proliferation-related lists; (ii) you and your End Users located in Belarus, Myanmar
(Burma), Cambodia, China, Russia, or Venezuela are not Military End Users and will not
put Zoom Services or Software to a Military End Use, as defined in 15 C.F.R. 744.21; (iii)
no Customer Content created or submitted by you or your End Users is subject to any
restriction on disclosure, transfer, download, export or re-export under the Export
Control and Sanctions Laws; and (iv) you and your End Users will not take any action
that would constitute a violation of, or be penalized under, U.S. antiboycott laws
administered by the U.S. Department of Commerce or the U.S. Department of the
Treasury. Any list of countries specifically included in this clause will be deemed to be
updated to the extent that any country or territory is added or removed under the
Export Control and Sanctions Laws. You are solely responsible for complying with the
Export Control and Sanctions Laws and monitoring them for any modifications.
23. NO HIGH RISK USE AND SAFE USE
THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN HAZARDOUS OR HIGH-
RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR
TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU
SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY
HIGH-RISK ENVIRONMENT. YOU FURTHER AGREE NOT TO USE THE SERVICES OR
SOFTWARE IN AN UNSAFE MANNER, INCLUDING WHILE DRIVING, WALKING, OR
OTHERWISE WITHOUT YOUR FULL ATTENTION WHERE RISK TO YOU, YOUR END USERS,
OR OTHERS MAY ARISE OR RESULT.
24. NO WARRANTIES
YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED "AS IS" AND ZOOM,
ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZOOM, ITS AFFILIATES,
SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR
REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICES OR SOFTWARE, {ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE
SERVICES OR SOFTWARE WILL MEET ANY USER'S REQUIREMENTS, OR BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR
SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR
SOFTWARE REMAINS WITH YOU. ZOOM DOES NOT ASSUME ANY RESPONSIBILITY FOR
RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA,
USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES
AND SOFTWARE IS AT YOUR SOLE RISK.
25. INDEMNIFICATION
To the extent not prohibited by applicable Law, you agree to indemnify, defend, and
hold Zoom and its affiliates and each of our licensors and suppliers ("Indemnified
Parties") harmless, including any officers, directors, employees, shareholders,
members, consultants, and agents of the Indemnified Parties, from any third party
allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys'
fees) arising out of or related to (i) your or your End User's use of the Services or
Software, (ii) your or your End User's breach of this Agreement or violation of applicable
Law, (iii) your or your End User's infringement or violation of any Proprietary Rights or
other right of any person or entity, (iv) your relationship with your End User or any
dispute between you and your End User, or (v) a personal injury or property damage to
a third party relating to your or your End User's acts or omissions.
26. LIMITATION ON LIABILITY
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.
ZOOM AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT
BE LIABLE FOR ANY:
• SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES;
• LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, LOSS OF BUSINESS OPPORTUNITY;
• UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF
SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
• COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES;
• TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF
THE SERVICES;
• A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE;
• OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR
• DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR
RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY
YOU FOR THE SERVICES (IF ANY) IN THE TWELVE {12) MONTHS PRECEDING
THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY
TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS
AGREEMENT, AND WHETHER ARISING IN TORT {INCLUDING NEGLIGENCE OR STRICT
LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS
AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR
REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS
OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES
TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON
LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.
27. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER
You agree to resolve certain disputes with Zoom through binding arbitration
("Arbitration Agreement"). Arbitration means that an arbitrator, and not a judge or a
jury, will decide the dispute. The parties expressly waive the right to bring or
participate in any kind of class, collective, or mass action, private attorney general
action, or any other representative action. This Arbitration Agreement supersedes all
prior versions.
27.1 Covered Disputes. You and Zoom agree that any dispute or claim between you and
Zoom arising out of or relating to this Agreement or the Services (a "Dispute"), including
any related software, hardware, integrations, advertising or marketing communications,
your account, or any aspects of your relationship or transactions with Zoom, will be
resolved by binding arbitration, rather than in court. For purposes of this Arbitration
Agreement, a Dispute will also include disputes that arose or involve facts occurring
before the existence of this or any prior versions of this Agreement as well as claims that
may arise after the termination of this Agreement. LAWSUITS AND ARBITRATIONS HAVE
BEEN FILED, OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU. YOUR
AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION
IN THOSE ACTIONS.
27.2 Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration
of the following types of claims brought by either you or Zoom: (i) small claims court
actions, if the requirements of the court are met and the claims are only on an individual
basis; and (ii) claims pertaining to intellectual property rights, including trademarks,
trade dress, domain names, trade secrets, copyrights and patents.
27.3 Informal Dispute Resolution First. We want to address any Disputes without
needing arbitration. If you have a Dispute with Zoom, prior to initiating arbitration, you
agree to mail an individualized request ("Pre-Arbitration Demand") to ATTN: Litigation
Department, Zoom Video Communications, Inc., 55 Almaden Blvd., San Jose, CA 95113
so that we can work together to resolve the Dispute. A Pre-Arbitration Demand is only
valid when it pertains to, and is on behalf of, a single individual. A Pre-Arbitration
Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration
Demand must include: (i) your name, telephone number, mailing address, and email
address associated with your account; (ii) the name, telephone number, mailing address
and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your
signature. Likewise, if Zoom has a Dispute with you, Zoom will send an email with its
inc;lividualized Pre-Arbitration Demand, including the requirements listed above, to the
email address associated with your Zoom account. If the Dispute is not resolved within
sixty (60) calendar days of when either you or Zoom submitted a Pre-Arbitration
Demand, an arbitration can be brought. If you or Zoom have a Dispute involving claims
under the exception to arbitration in Section 27.2(2), then this Section 27.3 does not
apply to such Dispute. You agree that compliance with this Section 27 .3 is a condition
precedent to commencing arbitration, and that the arbitrator shall dismiss any
arbitration filed without fully and completely complying with these informal dispute
resolution procedures.
27 .4 Arbitration Procedure. If, after completing the informal dispute resolution process
set out in Section 27.3, either you or Zoom wishes to initiate arbitration, the initiating
party must serve the other party with a demand for arbitration. Any demand for
arbitration by you shall be sent to the Zoom Litigation Department address in Section
27.3. Zoom will send any arbitration demand to the email address associated with your
Zoom account or to your counsel, if any. You and Zoom agree that the Federal
Arbitration Act ("FAA") governs this Arbitration Agreement. If the FAA cannot apply for
whatever reason, then the state laws governing arbitration procedures where you
reside apply.
The applicable arbitration provider depends on where you live. If you are a California
resident, the arbitration shall be administered by ADR Services, Inc. ("ADR Services")
under its Arbitration Rules, available at https://www.adrservices.com/services-
2/arbitration-rules. If you are not a California resident, the arbitration shall be
administered by National Arbitration and Mediation ("NAM") under its operative
Comprehensive Dispute Resolution Rules and Procedures, available
at https:ljwww.namadr.com/resources/rules-fees-forms. This Agreement will govern
to the extent it conflicts with the arbitration provider's rules. If the applicable arbitration
provider is not available to arbitrate, the parties will select an alternative arbitration
provider. If the parties cannot agree on an appropriate alternative arbitration provider,
then the parties will ask a court of competent jurisdiction to appoint an arbitrator
pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider
has jurisdiction, a NAM arbitrator shall be appointed to resolve that dispute.
Arbitration hearings will take place through videoconferencing by default, unless you
and Zoom agree upon another location in writing. A single arbitrator will be appointed.
The arbitrator may award damages, declaratory or injunctive relief, and recoverable
costs. Any arbitration award may be enforced (such as through a judgment) in any court
with jurisdiction. An arbitration award shall have no preclusive effect in another
arbitration or court proceeding involving Zoom and a different individual. The arbitrator
shall have the exclusive authority to resolve all threshold arbitrability issues, including
whether this Agreement is applicable, unconscionable, or enforceable, as well as any
defense to arbitration. However, a court has exclusive authority to rule on the Mass
Action Waiver in Section 27 .6, including any claim that the section is unenforceable,
illegal, void or voidable, or that it has been breached.
If a request to proceed in small claims court (see Section 27.2(1)), is made after an
arbitration has been initiated, but before an arbitrator has been appointed, such
arbitration shall be administratively closed. Any controversy over the small claims
court's jurisdiction shall be determined by the small claims court. If you or Zoom
challenges the small claims court election in your Dispute, and a court of competent
jurisdiction determines that the small claims court election is unenforceable, then such
election shall be severed from this Arbitration Agreement as to your Dispute. However,
such court determination shall have no preclusive effect in another arbitration or court
proceeding involving Zoom and a different individual.
27.5 Jury Trial Waiver. You and Zoom hereby waive any constitutional and statutory
rights to sue in court and have a trial in front of a judge or a jury. You and Zoom are
instead electing that all Disputes shall be resolved by arbitration under this Arbitration
Agreement, except as specified in Section 27 .2 above. Court review of an arbitration
award is subject to very limited review. Discovery may be limited in arbitration, and
procedures are more streamlined than in court.
27 .6 Mass Action Waiver. You and Zoom agree that, except as specified in Section 27 .7
below, each of us may bring claims against the other only on an individual basis and
not on a class, collective, representative, or mass action basis, and the parties hereby
waive all rights to have any Dispute be brought, heard, administered, resolved, or
arbitrated on a class, collective, representative, or mass action basis. Subject to this
Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in
favor of the individual party seeking relief and only to the extent necessary to provide
relief warranted by the party's individual claim. Notwithstanding anything to the
contrary in this Arbitration Agreement, if a court decides by means of a final decision,
not subject to any further appeal or recourse, that the limitations of this Section 27.6
are invalid or unenforceable as to a particular claim or request for relief (such as a
request for public injunctive relief), you and Zoom agree that that particular claim or
request for relief (and only that particular claim or request for relief) shall be severed
from the arbitration and shall be pursued in the state or federal courts located in San
Jose, California. This subsection does not prevent you or Zoom from participating in a
class-wide settlement of claims.
27.7 Bellwether Arbitrations. To increase the efficiency of administration and
resolution of arbitrations, you and Zoom agree that if there are fifty (SO) or more
individual arbitration demands of a substantially similar nature brought against either
party by or with the assistance of the same law firm, group of law firms, or organizations
within a one hundred and eighty (180) day period ("Mass Filing"), the parties shall select
sixteen (16} individual arbitration demands (eight (8) per side) for arbitration to proceed
("Bellwether Arbitrations"). Only those sixteen (16) arbitration demands shall be filed
with the arbitration provider, and the parties shall hold in abeyance, and not file, the
non-Bellwether Arbitrations. Zoom will pay the arbitration provider's costs for the
sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the
requirement to file within one (1) year in Section 27.10 below, shall remain tolled when
non-Bellwether arbitration demands are held in abeyance. While the Bellwether
Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass
Filing may be processed, administrated, or adjudicated, and no filing or other
administrative costs for such a demand for arbitration shall be due from either party to
the arbitration provider. If, contrary to this provision, a party prematurely files non-
Bellwether Arbitrations with the arbitration provider, the parties agree that the
arbitration provider shall hold those demands in abeyance.
All parties agree that arbitration demands are of a "substantially similar nature" if they
arise out of or relate to the same event or factual scenario and raise the same or similar
legal issues and seek the same or similar relief. Any party may request that the
arbitration provider appoint a sole standing administrative arbitrator ("Administrative
Arbitrator") to determine threshold questions such as (i) whether the Bellwether
Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are
part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in
accordance with this Agreement, including Section 27.3. In an effort to expedite
resolution of any such dispute by the Administrative Arbitrator, the parties agree that
the Administrative Arbitrator may set forth such procedures as are necessary to resolve
any disputes promptly. The Administrative Arbitrator's costs shall be paid by Zoom.
The parties shall work in good faith with the arbitrator to complete each Bellwether
Arbitration within one hundred and twenty (120) calendar days of its initial pre-hearing
conference. The parties agree that the Bellwether Arbitration process is designed to
achieve an overall faster, more efficient, and less costly mechanism for resolving Mass
Filings, including the claims of individuals who are not selected for a Bellwether
Arbitration.
Following resolution of the Bellwether Arbitrations, the parties agree to engage in a
global mediation of all remaining arbitration demands comprising the Mass Filing
("Global Mediation"). The Global Mediation shall be administered by the arbitration
provider administering the Bellwether Arbitrations. If the parties are unable to resolve
the remaining demands for arbitration comprising the Mass Filing within thirty (30)
calendar days following the mediation, the remaining demands for arbitration
comprising the Mass Filing shall be filed and administered by the arbitration provider on
an individual basis pursuant to the arbitration provider's rules, unless the parties
mutually agree otherwise in writing. Any party may request that the arbitration provider
appoint an Administrative Arbitrator to determine threshold questions regarding the
newly filed demands.
The parties agree to cooperate in good faith with the arbitration provider to implement
the Bellwether Arbitration process, including the payment of filing and administrative
costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-
Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent
Global Mediation have concluded, and cooperate on any steps to minimize the time and
costs of arbitration, which may include: (i) the appointment of a discovery special master
to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of
an expedited calendar of the arbitration proceedings. This Bellwether Arbitration
provision shall in no way be interpreted as authorizing a class, collective, or mass action
of any kind, or an arbitration involving joint or consolidated claims under any
circumstances, except as expressly set forth in this provision. The statutes of limitation
applicable to each arbitration demand within a Mass Filing, including the requirement
to file within one (1) year in Section 27.10 below, shall remain tolled from the time a
party makes a Pre-Arbitration Demand to the time when that party files the arbitration
demand with the arbitration provider.
27.8 Settlement Offers and Offers of Judgment. At least ten {10) calendar days before
the date set for the arbitration hearing, you or Zoom may serve a written offer of
judgment upon the other party to allow judgment on specified terms. If the offer is
accepted, the offer with proof of acceptance shall be submitted to the arbitration
provider, who shall enter judgment accordingly. If the offer is not accepted prior to the
arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs
first, it shall be deemed withdrawn, and cannot be given as evidence in the arbitration.
If an offer made by one party is not accepted by the other party, and the other party
fails to obtain a more favorable award, the other party shall not recover their post-offer
costs and shall pay the offering party's costs from the time of the offer (which, solely for
purposes of offers of judgment, may include reasonable attorneys' fees to the extent
they are recoverable by statute, in an amount not to exceed the damages awarded).
The parties agree that any disputes with respect to settlement offer(s) or offer(s) of
judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such
offers contain the same material terms. For arbitrations involving represented parties,
the represented parties' attorneys agree to communicate individual settlement offer(s)
or offer(s) of judgment to each and every arbitration claimant or respondent to whom
such offers are extended.
27.9 Arbitration Costs. Except as provided for in a Mass Filing (see Section 27.7), your
responsibility to pay any filing, administrative, and arbitrator costs will be solely as set
forth in the applicable arbitration provider's rules. If you have a gross monthly income
of less than 300% of the federal poverty guidelines, you may be entitled to a waiver of
certain arbitration costs.
27.10 Requirement to File Within One Vear. To the extent permitted by applicable Law,
and notwithstanding any other statute of limitations, any claim or cause of action under
this Agreement (with the exception of disputes under Section 27.2(2)) must be filed
within one (1) year after such claim or cause of action arose, or else that claim or cause
of action will be permanently barred. The statute of limitations and any arbitration cost
deadlines shall be tolled while the parties engage in the informal dispute resolution
process required by Section 27.3 above.
27.11 Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by
sending an email to opt-out@zoom.us within (i) thirty (30) calendar days of April 1, 2023
if you are an existing user, or (ii) thirty {30) calendar days of the date you created your
account if you are a new user. Your opt-out notice must be individualized and must be
sent from the email address associated with your individual Zoom account. An opt-out
notice that purports to opt out multiple parties will be invalid as to all such parties. No
individual (or their agent or representative) may effectuate an opt out on behalf of other
individuals. Your notice to opt-out must include your first and last name, address, the
email address associated with your Zoom account, and an unequivocal statement that
you decline this Arbitration Agreement. If you do decide to opt out, that opt out will
apply to this Arbitration Agreement and all previous versions thereof, and neither party
will have the right to compel the other to arbitrate any Dispute. However, all other parts
of this Arbitration Agreement will continue to apply to you, and opting out of this
Arbitration Agreement has no effect on any other arbitration agreements that you may
enter into in the future with us.
27.12 Severability. Except as provided in Section 27.6 above, if any provision of this
Arbitration Agreement is found to be illegal or unenforceable, then that provision will
be severed; however, the remaining provisions shall still apply and shall be interpreted
to achieve the closest possible intent to the original intent of this section, inclusive of
the severed provision.
28. ANONYMIZED AND AGGREGATED DATA
You agree that Zoom may obtain and aggregate technical and other data about your and
your End Users use of the Services and Software on a de-identified or anonymized basis
("Aggregated Anonymous Data"), and Zoom may use the Aggregated Anonymous Data
in accordance with applicable Law, including to analyze, develop, improve, support, and
operate the Services and Software provided to you or other unrelated customers, during
and after the term of this Agreement, including to generate industry benchmarks or best
practices guidance, recommendations, or similar reports.
29. US STATE LAW PRIVACY ADDENDUM
Where we process your personal data, personal information, or personally identifiable
information in the provision of Services to you, you acknowledge that Zoom is acting on
your behalf and you determine the means and purposes of the processing.
If you are (i) a "business" and we process "personal information" (as those terms are
defined by the California Consumer Privacy Act of 2018, as amended by the California
Privacy Rights Act of 2020) on your behalf, (ii) a "controller" and we process "personal
data" (as those terms are defined by other applicable US state data privacy Laws) on
your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Law
Privacy Addendum is incorporated herein by reference and applies to our "processing"
of your "personal information" and "personal data" (as those terms are defined under
the aforementioned Laws).
30. U.S. FEDERAL GOVERNMENT AND OTHER GOVERNMENT USERS
This Section 30 applies if you are a governmental or public entity, including the U.S.
federal government or any agency or instrument of any federal, state, or local
governmental entity. The Software is "commercial computer software" and the Services
are "commercial services," as defined at 48 C.F.R. § 2.101, and constitute "commercial
computer software," as defined in 48 C.F.R. § 252.227-7014(a)(1) and as used in 48
C.F.R. §§ 12.212 and 227.7202. This commercial computer software and related
Documentation is provided to you and your End Users for use, by you and on your
behalf, with only those rights as are granted to all other end users pursuant to the terms
and conditions herein. This Agreement, including (by way of example only) Sections 12.3
Changes to Pricing; 12. 7 Termination or Suspension for Nonpayment; 14 Term,
Termination and Suspension; 15 Modifications to this Agreement; 25 Indemnification;
27 Dispute Resolution, Arbitration Agreement, and Class Action Waiver; 33.3 Governing
Law; Jurisdiction and Venue, apply to you except to the limited extent you are prohibited
by applicable Laws of your jurisdiction from accepting such terms. If and to the extent
any provision of this Agreement is so prohibited, such provision will be deemed modified
only to the extent reasonably necessary to conform to applicable Law, but to give
maximum effect to this Agreement and the applicable terms as written.
31. POLICIES; DATA PROCESSING ADDENDUM
31.1 Privacy Statement. You consent to and agree to our Privacy Statement. and you
are on notice of and acknowledge that our collection, sharing, and processing (which
may include organizing, structuring, storing, using, or disclosing) of your personal data
will be subject to our Privacy Statement and, if applicable, our Global Data Processing
Addendum and US State Law Privacy Addendum.
31.2 Guides, Notices, and Other Policies. You consent to and agree to our applicable
guides, statements, notices, and policies located at zoom.us/legal, including our Zoom
Phone Acceptable Use Policy. Zoom Phone Numbering Policy. Acceptable Use
Guidelines. 911 U.S. Notice, 911 Canada Notice. EU Emergency Calling Notice.
and Government Requests Guide, and you are on notice of and acknowledge that use
of the Services by you or your End Users is subject to these guides, notices, and policies.
31.3 Data Processing Addendum. If you are a business, enterprise, or education account
owner and your use of the Services requires Zoom to process an End User's personal
data under a data processing agreement, Zoom will process such personal data subject
to Zoom's Global Data Processing Addendum.
32. MARKETING
You grant Zoom permission and the right to (i) identify you as a customer and to use
your logo across Zoom marketing materials (e.g., the Zoom Website, emails,
presentations, brochures), and (ii) develop content around your experience as a Zoom
customer (e.g., a written case study or video case study). Any content created under the
foregoing clause (ii) of this Section 32 will be created in cooperation with you and used
only upon your written approval. Zoom will use any trademarks provided by you
pursuant to clause (i) of this Section 32 in accordance with any reasonable brand
guidelines that you provide to us in writing prior to our use.
33. MISCELLANEOUS
33.1 Assignment; Successors and Assigns. You may not assign your rights or transfer
any of your obligations under this Agreement without our prior express written consent.
Any purported assignment or transfer in violation of this section is null and void. We
may assign our rights or transfer any or all of our obligations under this Agreement at
any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of
all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon,
and inures to the benefit of, the parties and their respective permitted successors and
assigns.
33.2 Contracting Entity. If your Zoom account reflects a bill to or sold to address in India,
the contracting entity under this Agreement shall be Zoom's affiliate, ZVC India Pvt. Ltd.
33.3 Governing Law; Jurisdiction; and Venue. The laws of the State of California, U.S.A.,
regardless of conflict of laws principles, govern all matters arising out of or relating to
this Agreement, including its interpretation, construction, performance, and
enforcement, except that the Federal Arbitration Act governs provisions relating to
arbitration. Except as otherwise provided in Section 27, the parties consent to the
exclusive jurisdiction and venue of the state courts located in and serving Santa Clara
County, California, and the federal courts in the Northern District of California.
Notwithstanding the above, you and Zoom agree that this paragraph does not preclude
either you or us from initiating any proceedings (including nullity proceedings) before
the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial
and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the
United States Copyright Office, or any foreign patent, trademark, or copyright office, as
long as any such proceeding relates to the validity, enforceability, or unenforceability of
any copyright, patent, trademark, or other intellectual property right owned or assigned
to either you or Zoom. If you are acting as a consumer under this Agreement and are
domiciled in a Member State of the European Union or the European Economic Area, or
in the United Kingdom, the foregoing choice of governing law will not deprive you of the
protection afforded to you by provisions that cannot be derogated from by agreement
by virtue of the Laws applicable to you where you habitually reside.
33.4 Language and Translations. All notices and communications under this Agreement
must be provided in the English language. If we provide a translation of the English-
language version of this Agreement, then the English-language version of this
Agreement controls in the event of conflict or inconsistency.
33.5 Merger; Integration. This Agreement constitutes and embodies the final
agreement between you and Zoom and contains the complete and exclusive expression
of your and our agreement pertaining to its subject matter. All prior or
contemporaneous writings, negotiations, and discussions between you and Zoom
regarding the subject matter hereof are expressly merged into and superseded by this
Agreement. We expressly object to and do not agree to any terms and conditions
presented by you that are in addition to or different from those contained in this
Agreement or an Order Form. You acknowledge that no terms and conditions presented
by you that purport to add to, modify, or vary the terms and conditions of this
Agreement or an Order Form will be binding on us, including (i) text or information set
forth on any purchase order, email correspondence, invoice or invoice process, or
preprinted form, or (ii) terms and conditions of any request for proposal, request for
bid, request for information, or questionnaire. In entering into this Agreement, neither
you nor Zoom has relied upon any statement, representation, warranty, or agreement
of the other party except to the extent expressly contained in this Agreement.
33.6 No Agency Relationship. Zoom and you are independent contractors and do not
intend to create an express or implied agency relationship by entering into this
Agreement, whether arising under federal or state common law of agency.
33.7 No Third-Party Rights or Remedies. This Agreement does not and is not intended
to confer any enforceable rights or remedies upon any person other than Zoom and you.
33.8 Notice. We may give notice to you by (i) electronic mail to your email address on
record in your account information, (ii) written communication sent by letter delivered
by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid
mail to your address on record in your account information. You are responsible for
ensuring that your email address and property address on record are current. You agree
that any notice sent to the then-current email or property address in our systems is
adequate and binding notice upon you. You will provide notice to us (such notice is
deemed given when received by Zoom) by letter delivered by a nationally recognized
overnight delivery service or first-class postage prepaid mail to Zoom at "Attention
Legal Dept., Zoom Video Communications, Inc., 55 Almaden Blvd, San Jose, CA, 95113,
Suite 600, USA."
33.9 Severability. If any provision of this Agreement is determined to be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions of
this Agreement are not affected or impaired in any way. You and Zoom intend that any
invalid, illegal, or unenforceable portions of this Agreement will be interpreted to
provide the greatest effect and intent of the original. If a construction of the invalid,
illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable
portion will be severed from this Agreement and the rest of this Agreement will remain
in full force and effect.
33.10 Survival. All sections of this Agreement which, by their nature should survive
termination or expiration, will survive, including sections pertaining to confidential
information, Zoom's Proprietary Rights, license rights granted by you to Zoom, payment
obligations, warranty disclaimers, indemnification, arbitration, and the limitation on
liability.
33.11 Waiver. Zoom's failure to exercise any right or enforce any condition or provision
under this Agreement does not operate as a current or future waiver. For any waiver to
be effective against us, the waiver must be in a writing signed by Zoom's duly authorized
representative.
33.12 Interpretation. Any heading, caption, or section title contained herein is for
convenience only, and in no way defines or explains any section or provision. All terms
defined in the singular will have the same meanings when used in the plural and vice
versa, where appropriate and unless otherwise specified. Any use of the term "e.g." or
"including" or variations thereof in this Agreement will be construed as if followed by
the phrase "without limitation."
34. DEFINITIONS
The following definitions apply to this Agreement. Service-specific definitions are
located in the Zoom Services Description.
"Customer Data" means information provided to Zoom so that Zoom can fulfill the
terms of this Agreement and provide access to the Services (e.g., company name, billing
address, taxpayer ID number, VAT registration number, contact name and information).
"End User" means a Host or Participant who uses the Services.
"Host" has the meaning given in the Zoom Services Description.
"Initial Subscription Term" means the initial subscription term for a Service as specified
in an Order Form.
"Law" means all U.S. or non-U.S. national, regional, state, provincial or local law, statute,
rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or
policy applicable to Zoom's provision of and your use of the Services or Software.
"Meeting" has the meaning in the Zoom Services Description.
"Participant" has the meaning in the Zoom Services Description.
"Phone Host" has the meaning in the Zoom Service Description.
"Proprietary Rights" means any copyright, patent, trade secret, know-how, trademark,
servicemark, trade name, rights of publicity, or other intellectual property or proprietary
rights.
"Renewal Term" means the renewal subscription term for a Service commencing after
the Initial Subscription Term or another Renewal Term as specified in an Order Form.
"Services" means (i) any services described in the Services Description and made
available to you as set forth in an Order Form that references this Agreement, (ii) any
free services provided by Zoom to you, in its sole discretion, in connection with this
Agreement and whether or not described in the Services Description, (iii) any support
services provided by Zoom to you in accordance with our then-current Documentation,
an Order Form that references this Agreement, or both, and (iv) the Zoom Website,
including any access to or use of the Zoom Web-based Application.
"Taxes and Fees" means all applicable sales, use, environmental or regulatory taxes
(including VAT), fees, tariffs, duties (including customs duties), or other charges,
surcharges or assessments of similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the foregoing) levied
on or otherwise associated with the provision of the Services to you or your use thereof
(exclusive of any income tax imposed on Zoom).
"VAT" means any value added tax, and any other tax of a similar nature, whether
imposed in a Member State of the European Union in substitution for, or levied in
addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS,
any similar indirect Tax or any Tax analogous thereto imposed in connection with, or
otherwise relating to, the Services rendered by Zoom to you.
"Zoom Web-based Application" means Zoom's web client available through the Zoom
Website that allows you and End Users to join a Meeting in a web browser without
downloading any plugins or software.
"Zoom Website" means Zoom's website located at https://zoom.us/ or such other
website as Zoom may maintain from time to time.
Terms of Service Update Notes:
Updates to Section 10 to clarify Zoom's data usage practices, narrow the scope of Zoom's licenses
and clarify that Zoom does not use audio, video or chat Customer Content to train its artificial
intelligence models.
Order Form Number: Q2518093
Valid Until: 03/17/2024
Presented by Carahsoft - Direct Reseller ZfG on behalf of Zoom Video Communications, Inc
Zoom Video Communications Inc. ('Zoom')
55 Almaden Blvd, 6th Floor
San Jose, CA
This Zoom Order Form and any other Order Forms that reference this Order Form are governed by the Zoom Terms of Service
found at https://explore.zoom.us/en/terms/ (unless Customer and Zoom have entered a written governing Master Subscription
Agreement, in which case such written agreement will govern).
SERVICE BILLING PERIOD QUANTITY PRICE TOTAL
Zoom One Business Annual Annual 10 USD 197.91 USD 1,979.10
Zoom Phone Monthly Usage - overage fee Month NA USD 1.0000 NA
Zoom Phone Pay As You Go Month 1 USD 0.00 USD 0.00
Zoom Phone US/Canada Unlimited Calling Named User
Annual Annual 155 USD 125.00 USD 19,375.00
(Before Taxes)
Annual Payment:USD 21,354.10
Payment Schedule Summary (Before Taxes)
First Payment:
First Payment: USD 21,354.10
Other Terms & Notes
Special Notes:
An invoice will be issued at the time the Services are activated and payment will be due no later than the first day of the Paid Period unless Customer’s payment terms
extend beyond that date*, in which case payment will be due in accordance with Customer’s payment terms. All subsequent invoices will be due according to
Customer’s payment terms.
*Payment terms are calculated from service activation date.
Should the customer add services and/or subscription quantities during the Free Period, the customer will be invoiced for any services ordered during the free period
which shall be billed as a one-time charge for the duration of the free period starting at the time the amended services are activated. The due date for this invoice will
be according to Customer’s existing payment terms. Please Note: The invoice may be due prior to the end of the free period.
- Any overages for usage-based products such as Zoom Phone, Zoom Audio and Zoom Contact Center and/or any PAYGO usage during the free period will be
invoiced at the contracted rates and invoiced 30 days in arrears.
Other:
Billed To
Customer: City of South Miami
Account Legal Name:City of South Miami ***
Contact Name: Alfredo Riverol
6130 Sunset Dr.
Miami, Florida
33143, United States
Email Address: ariverol@southmiamifl.gov
Phone: 3056636346
Sold To
Customer: City of South Miami
Account Legal Name:City of South Miami ***
Contact Name: Alfredo Riverol
6130 Sunset Dr.
Miami, Florida
33143, United States
Email Address: ariverol@southmiamifl.gov
Phone: 3056636346
Auto Renew: No
Initial Paid Subscription Term: 60 Month
Paid Period Start Date: 10/01/2024
Free Period Start Date: 08/01/2024
Billing Method: Email
Currency: USD
Payment Term: Net 30
9
Named Host - means any subscribed host who may host an unlimited number of meetings during the Term using the Service. Any meeting will have at least one
Named Host. Unless Customer has purchased an extended capacity, the number of participants (participants do not require a subscription) will not exceed 300 per
meeting. Named Host subscription may not be shared or used by anyone other than the individual to whom the Named Host subscription is assigned.
Country or region availability for Zoom Phone is listed on Zoom’s website and is subject to change (see https://explore.zoom.us/docs/en-us/zoomphone/global-
coverage.html).
Fees - The fees for the Services, if any, are described in the Order Form. The actual fees may also include overage amounts or per use charges for audio and/or cloud
recording in addition to the fees in the Order, if such use is higher than the amounts described in the Order, and you agree to pay these amounts or charges if you
incur them. Invoicing for Services begins on the first day that the service is available for use by the Customer and monthly thereafter for the duration Term, except for
annual pre-pay option which is invoiced once in the first month of the annual term. Amendment orders will co-term with the existing subscription term end date.
Invoices are pro-rated from paid period start date to base subscription end date. Purchase order, if any, issued in connection with this order should reference the
above order form number. Commitments not utilized by the Customer during the month for which they are committed may not be carried forward into any subsequent
month or term.
All prices shown for Zoom and Zoom Phone services are exclusive of taxes. The term ‘taxes’ referred herein should encompass: US state and local taxes, VAT, GST,
HST (or any other consumption taxes), Digital Service Taxes and Withholding Taxes that may apply upon making payments to Zoom. Regulatory telecommunications
fees, such as USF or any similar foreign fee, will apply to Zoom Phone services and details of taxes and fees will be included in issued invoices.
Professional Services, if purchased, will be presented in a separate Order Form.
Zoom Phone Rates
Zoom Phone Table Format: Country | Landline Rate | Mobile Rate | Enabled Status
Y means Zoom Phone for country is Enabled upon provisioning
N means Zoom Phone for country is Not Enabled upon provisioning
Toll-Free
Country | Landline Rate | Mobile Rate | Enabled Status
Callout
Country | Landline Rate | Mobile Rate | Enabled Status
Not Applicable ANTIGUA AND BARBUDA | 1.0218 $ | 1.0486 $ | Y
ARGENTINA | 0.1156 $ | 0.5623 $ | Y
AUSTRIA | 0.0501 $ | 0.23 $ | Y
BULGARIA | 0.1186 $ | 0.8406 $ | Y
BOLIVIA (PLURINATIONAL STATE OF) | 0.5155 $ | 0.8003 $
| Y
BONAIRE, SINT EUSTATIUS AND SABA | 0.7028 $ | 0.7028
$ | Y
BOTSWANA | 0.436 $ | 0.9398 $ | Y
COCOS (KEELING) ISLANDS | 0.4552 $ | 0 $ | Y
SWITZERLAND | 0.3694 $ | 0.7011 $ | Y
CUBA | 3.0799 $ | 5.6543 $ | Y
CURAÇAO | 0.2813 $ | 0.7028 $ | Y
CHRISTMAS ISLAND | 0.4552 $ | 0 $ | Y
CYPRUS | 0.0953 $ | 0.2861 $ | Y
GERMANY | 0.0353 $ | 0.1434 $ | Y
DOMINICAN REPUBLIC | 0.1716 $ | 0.3824 $ | Y
ALGERIA | 0.3773 $ | 2.1167 $ | Y
ECUADOR | 0.5392 $ | 0.7572 $ | Y
WESTERN SAHARA | 0.5182 $ | 0 $ | Y
SPAIN | 0.0381 $ | 0.1832 $ | Y
FINLAND | 0.8584 $ | 0.864 $ | Y
GRENADA | 1.0196 $ | 1.2758 $ | Y
GREECE | 0.0911 $ | 0.3357 $ | Y
HONG KONG SAR | 0.0863 $ | 0.1333 $ | Y
INDONESIA | 0.1486 $ | 0.2407 $ | Y
ISRAEL | 0.0639 $ | 0.1161 $ | Y
INDIA | 0.0915 $ | 0.0837 $ | Y
IRAN | 1.2762 $ | 1.3672 $ | Y
JORDAN | 0.6552 $ | 0.8567 $ | Y
KENYA | 0.9342 $ | 0.7235 $ | Y
CAYMAN ISLANDS | 0.7259 $ | 0.4934 $ | Y
KAZAKHSTAN | 0.3587 $ | 0.6853 $ | Y
SAINT LUCIA | 0.9581 $ | 0.5276 $ | Y
MALAYSIA | 0.1001 $ | 0.0918 $ | Y
NETHERLANDS | 0.0913 $ | 0.4453 $ | Y
NEW ZEALAND | 0.0567 $ | 0.2556 $ | Y
OMAN | 0.5335 $ | 1.1352 $ | Y
PANAMA | 0.0485 $ | 0.994 $ | Y
PHILIPPINES | 0.5808 $ | 0.7074 $ | Y
POLAND | 0.137 $ | 0.3728 $ | Y
PORTUGAL | 0.026 $ | 0.1545 $ | Y
RÉUNION | 0.3569 $ | 0.6072 $ | Y
ROMANIA | 0.0812 $ | 0.2815 $ | Y
RUSSIAN FEDERATION | 0.1054 $ | 0.8892 $ | Y
SUDAN | 1.4455 $ | 1.4742 $ | Y
SINGAPORE | 0.0329 $ | 0.0335 $ | Y 10
SLOVENIA | 0.1855 $ | 1.1228 $ | Y
UKRAINE | 0.5868 $ | 1.0755 $ | Y
URUGUAY | 0.2285 $ | 0.8432 $ | Y
HOLY SEE (VATICAN CITY) | 0.0082 $ | 0 $ | Y
VENEZUELA (BOLIVARIAN REPUBLIC OF) | 0.0518 $ |
0.2809 $ | Y
VIRGIN ISLANDS (U.S.) | 0.9646 $ | 1.5308 $ | Y
ASCENSION ISLAND | 1.8943 $ | 1.065 $ | Y
ANDORRA | 0.1589 $ | 0.348 $ | Y
UNITED ARAB EMIRATES | 0.6535 $ | 0.6535 $ | Y
AFGHANISTAN | 0.3124 $ | 0.3766 $ | Y
ANGUILLA | 1.0442 $ | 1.0442 $ | Y
ALBANIA | 0.2534 $ | 0.7026 $ | Y
ARMENIA | 0.3098 $ | 0.3455 $ | Y
NETHERLANDS ANTILLES | 0.1956 $ | 0.15 $ | Y
ANGOLA | 0.6882 $ | 0.5871 $ | Y
AMERICAN SAMOA | 0.3267 $ | 0.3267 $ | Y
AUSTRALIA | 0.0443 $ | 0.182 $ | Y
ARUBA | 0.1557 $ | 0.3294 $ | Y
AZERBAIJAN | 0.434 $ | 0.5256 $ | Y
BOSNIA AND HERZEGOVINA | 0.6177 $ | 1.313 $ | Y
BARBADOS | 0.972 $ | 1.0238 $ | Y
BANGLADESH | 0.1703 $ | 0.1697 $ | Y
BELGIUM | 0.308 $ | 0.5272 $ | Y
BURKINA FASO | 0.5944 $ | 0.6532 $ | Y
BAHRAIN | 0.4356 $ | 0.5154 $ | Y
BURUNDI | 0.788 $ | 0.8907 $ | Y
BENIN | 0.602 $ | 0.5223 $ | Y
BERMUDA | 0.3216 $ | 0.3216 $ | Y
BRUNEI DARUSSALAM | 0.1424 $ | 0.0558 $ | Y
BRAZIL | 0.0524 $ | 0.2582 $ | Y
BAHAMAS | 0.6278 $ | 0.6278 $ | Y
BHUTAN | 0.1257 $ | 0.1025 $ | Y
BELARUS | 0.6629 $ | 0.6641 $ | Y
BELIZE | 1.533 $ | 1.533 $ | Y
CANADA | 0.0355 $ | 0.0355 $ | Y
CONGO, DEMOCRATIC REPUBLIC OF THE | 0.867 $ |
0.7109 $ | Y
CENTRAL AFRICAN REPUBLIC | 1.0972 $ | 0.8121 $ | Y
COTE D'IVOIRE | 0.67 $ | 0.7129 $ | Y
COOK ISLANDS | 1.5994 $ | 1.3205 $ | Y
CHILE | 0.1132 $ | 0.5309 $ | Y
CAMEROON | 0.4107 $ | 0.5179 $ | Y
CHINA | 0.0395 $ | 0.0395 $ | Y
COLOMBIA | 0.117 $ | 0.1003 $ | Y
COSTA RICA | 0.1231 $ | 0.3139 $ | Y
CABO VERDE | 0.5317 $ | 0.3612 $ | Y
CZECHIA | 0.113 $ | 0.2348 $ | Y
DIEGO GARCIA | 0.435 $ | 0.435 $ | Y
DJIBOUTI | 0.7215 $ | 0.5718 $ | Y
DENMARK | 0.0327 $ | 0.1404 $ | Y
DOMINICA | 1.0227 $ | 0.7727 $ | Y
ESTONIA | 2.1381 $ | 2.0891 $ | Y
EGYPT | 0.4326 $ | 0.6226 $ | Y
ERITREA | 0.7029 $ | 0.4078 $ | Y
ETHIOPIA | 0.4027 $ | 0.3803 $ | Y
FIJI | 1.5038 $ | 0.7631 $ | Y
FALKLAND ISLANDS (MALVINAS) | 1.9702 $ | 1.9702 $ | Y
MICRONESIA (FEDERATED STATES OF) | 0.8686 $ |
0.8308 $ | Y
FAROE ISLANDS | 0.1524 $ | 0.0288 $ | Y
FRANCE | 0.0329 $ | 0.126 $ | Y
GABON | 0.6246 $ | 0.6921 $ | Y
UNITED KINGDOM | 0.0233 $ | 0.0682 $ | Y
GEORGIA | 0.8426 $ | 1.1833 $ | Y
FRENCH GUIANA | 0.2043 $ | 0.1204 $ | Y
GUERNSEY | 0.0233 $ | 0.0682 $ | Y
GHANA | 1.1366 $ | 1.1366 $ | Y
GIBRALTAR | 0.2334 $ | 0.9396 $ | Y
GREENLAND | 1.125 $ | 0.3228 $ | Y
GAMBIA | 0.6642 $ | 0.801 $ | Y
GUINEA | 1.1618 $ | 0.9137 $ | Y
GUADELOUPE,SAINT-MARTIN (FRENCH) AND SAINT
BARTHÉLEMY | 0.0265 $ | 0.1017 $ | Y
EQUATORIAL GUINEA | 2.7398 $ | 2.7398 $ | Y
GUATEMALA | 0.625 $ | 0.7812 $ | Y
GUAM | 0.0409 $ | 0.0409 $ | Y
GUINEA-BISSAU | 0.8951 $ | 0.9941 $ | Y
GUYANA | 0.333 $ | 0.3282 $ | Y
HONDURAS | 0.1846 $ | 0.2305 $ | Y
CROATIA | 0.458 $ | 1.251 $ | Y
HAITI | 0.3532 $ | 0.4437 $ | Y 11
HUNGARY | 0.1209 $ | 0.2156 $ | Y
IRELAND | 0.0256 $ | 0.1784 $ | Y
ISLE OF MAN | 0.0233 $ | 0.0682 $ | Y
IRAQ | 0.2409 $ | 0.2955 $ | Y
ICELAND | 0.2305 $ | 0.1054 $ | Y
ITALY | 0.0338 $ | 0.2172 $ | Y
JERSEY | 0.0233 $ | 0.0682 $ | Y
JAMAICA | 1.0442 $ | 1.0442 $ | Y
JAPAN | 0.0601 $ | 0.137 $ | Y
KYRGYZSTAN | 0.2141 $ | 0.3367 $ | Y
CAMBODIA | 0.3497 $ | 0.3497 $ | Y
KIRIBATI | 1.9284 $ | 2.1749 $ | Y
COMOROS | 0.6617 $ | 0.7148 $ | Y
SAINT KITTS AND NEVIS | 0.9292 $ | 0.9292 $ | Y
KOREA, REPUBLIC OF | 0.1029 $ | 0.1029 $ | Y
KUWAIT | 0.3625 $ | 0.3625 $ | Y
LAO PEOPLE'S DEMOCRATIC REPUBLIC | 0.2884 $ |
0.1503 $ | Y
LEBANON | 0.1964 $ | 0.2401 $ | Y
LIECHTENSTEIN | 0.4236 $ | 0.213 $ | Y
SRI LANKA | 0.6953 $ | 0.6953 $ | Y
LIBERIA | 0.7744 $ | 0.7668 $ | Y
LESOTHO | 0.7845 $ | 1.153 $ | Y
LITHUANIA | 1.8394 $ | 1.479 $ | Y
LUXEMBOURG | 0.3562 $ | 0.3832 $ | Y
LATVIA | 2.1202 $ | 2.4842 $ | Y
LIBYA | 0.6169 $ | 0.4497 $ | Y
MOROCCO | 0.5183 $ | 2.132 $ | Y
MONACO | 0.8023 $ | 2.1247 $ | Y
MOLDOVA, REPUBLIC OF | 0.4672 $ | 0.4992 $ | Y
MONTENEGRO | 0.3536 $ | 0.8558 $ | Y
MADAGASCAR | 1.0043 $ | 1.0901 $ | Y
MARSHALL ISLANDS | 0.4046 $ | 0.4046 $ | Y
NORTH MACEDONIA | 0.6601 $ | 1.5052 $ | Y
MALI | 0.5561 $ | 0.6258 $ | Y
MYANMAR | 0.2574 $ | 0.355 $ | Y
MONGOLIA | 0.0699 $ | 0.05 $ | Y
MACAU SAR | 0.4726 $ | 0.4726 $ | Y
NORTHERN MARIANA ISLANDS | 0.0343 $ | 0.0343 $ | Y
MARTINIQUE | 0.0465 $ | 0.1033 $ | Y
MAURITANIA | 0.8688 $ | 1.0065 $ | Y
MONTSERRAT | 1.2006 $ | 1.2006 $ | Y
MALTA | 0.3331 $ | 0.6612 $ | Y
MAURITIUS | 0.717 $ | 0.6363 $ | Y
MALDIVES | 5.702 $ | 5.702 $ | Y
MALAWI | 0.7964 $ | 0.677 $ | Y
MEXICO | 0.0501 $ | 0.1711 $ | Y
MOZAMBIQUE | 0.2722 $ | 0.4588 $ | Y
NAMIBIA | 0.2139 $ | 0.1839 $ | Y
NEW CALEDONIA | 0.975 $ | 0.4491 $ | Y
NIGER | 0.7102 $ | 0.5895 $ | Y
NORFOLK ISLAND | 2.1209 $ | 1.065 $ | Y
NIGERIA | 0.6428 $ | 0.6428 $ | Y
NICARAGUA | 0.1902 $ | 0.3507 $ | Y
NORWAY | 0.0338 $ | 0.1522 $ | Y
NEPAL | 0.5329 $ | 0.5329 $ | Y
NAURU | 1.8562 $ | 2.026 $ | Y
NIUE | 1.7966 $ | 1.3181 $ | Y
PERU | 0.0487 $ | 0.1476 $ | Y
FRENCH POLYNESIA | 0.411 $ | 0.5337 $ | Y
PAPUA NEW GUINEA | 0.9428 $ | 1.3329 $ | Y
PAKISTAN | 0.5737 $ | 0.5737 $ | Y
SAINT PIERRE AND MIQUELON | 0.5816 $ | 0.5816 $ | Y
PUERTO RICO | 0.0242 $ | 0.0242 $ | Y
PALESTINE, STATE OF | 0.2667 $ | 0.3118 $ | Y
PALAU | 0.4532 $ | 0.4417 $ | Y
PARAGUAY | 0.1531 $ | 0.2971 $ | Y
QATAR | 0.8432 $ | 0.8784 $ | Y
SERBIA | 0.2929 $ | 0.4437 $ | Y
RWANDA | 1.103 $ | 1.2498 $ | Y
SAUDI ARABIA | 0.3749 $ | 0.5608 $ | Y
SOLOMON ISLANDS | 0.975 $ | 1.9255 $ | Y
SEYCHELLES | 1.1088 $ | 1.0784 $ | Y
SWEDEN | 0.0234 $ | 0.0956 $ | Y
SAINT HELENA, ASCENSION AND TRISTAN DA CUNHA |
2.4267 $ | 2.3385 $ | Y
SLOVAKIA | 0.0701 $ | 0.4768 $ | Y
SIERRA LEONE | 0.8439 $ | 0.7772 $ | Y
SAN MARINO | 0.8929 $ | 0.3148 $ | Y
SENEGAL | 0.7273 $ | 0.8951 $ | Y
SOMALIA | 0.7888 $ | 0.7763 $ | Y
SURINAME | 0.1996 $ | 0.4533 $ | Y 12
SOUTH SUDAN | 0.6542 $ | 0.7173 $ | Y
SAO TOME AND PRINCIPE | 1.5976 $ | 1.574 $ | Y
EL SALVADOR | 0.8294 $ | 0.6228 $ | Y
SINT MAARTEN (DUTCH PART) | 0.4137 $ | 0.4678 $ | Y
ESWATINI | 0.2293 $ | 0.2666 $ | Y
TURKS AND CAICOS ISLANDS | 1.411 $ | 1.6546 $ | Y
CHAD | 0.83 $ | 0.8565 $ | Y
FRENCH SOUTHERN TERRITORIES | 0.023 $ | 0.1601 $ | Y
TOGO | 0.5079 $ | 0.4711 $ | Y
THAILAND | 0.1271 $ | 0.1271 $ | Y
TAJIKISTAN | 0.2603 $ | 0.2817 $ | Y
TOKELAU | 0.975 $ | 2.4545 $ | Y
TIMOR-LESTE | 0.975 $ | 0.9269 $ | Y
TURKMENISTAN | 0.435 $ | 0.435 $ | Y
TUNISIA | 1.2254 $ | 1.2586 $ | Y
TONGA | 1.4663 $ | 1.513 $ | Y
TURKEY | 0.2271 $ | 0.5803 $ | Y
TRINIDAD AND TOBAGO | 0.5075 $ | 0.6433 $ | Y
TAIWAN, CHINA | 0.0741 $ | 0.4129 $ | Y
TANZANIA, UNITED REPUBLIC OF | 1.6103 $ | 1.6103 $ | Y
UGANDA | 1.6086 $ | 1.6086 $ | Y
UNITED STATES MINOR OUTLYING ISLANDS | 0.0343 $ |
0.0343 $ | Y
UNITED STATES OF AMERICA | 0.0318 $ | 0.0318 $ | Y
UZBEKISTAN | 0.3047 $ | 0.3047 $ | Y
SAINT VINCENT AND THE GRENADINES | 0.9717 $ |
0.5279 $ | Y
VIRGIN ISLANDS (BRITISH) | 0.4557 $ | 0.4557 $ | Y
VIET NAM | 0.3142 $ | 0.3142 $ | Y
VANUATU | 1.326 $ | 1.4891 $ | Y
WALLIS AND FUTUNA | 0.975 $ | 0.975 $ | Y
SAMOA | 0.3329 $ | 0.9589 $ | Y
YEMEN | 0.2885 $ | 0.2296 $ | Y
MAYOTTE | 0.2471 $ | 0.4199 $ | Y
SOUTH AFRICA | 0.3844 $ | 0.6876 $ | Y
ZAMBIA | 0.747 $ | 0.7075 $ | Y
ZIMBABWE | 0.3413 $ | 0.6389 $ | Y
Accepted and agreed as of the date specified below by the authorized representative of Customer
End Customer Signature:
\s1\
Print Name: \n1\
Date: \d1\
Acknowledge and agreed as of the date specified below by the authorized representative of Partner
Partner Signature:
\s2\
Print Name: \n2\
Date: \d2\
Zoom Service Effective Date: 08/01/2024
End Customer PO # (If Applicable): \PONumber_2\
Partner PO # (If Applicable):
End Customer VAT # (If Applicable):
The Services will be activated within 48 hours of order signature or Zoom Service Effective Date, whichever is later.
Zoom reserves the right at its sole discretion to accept Order Forms received after the Valid Until date.13
If a PO# is required for processing the invoice related to this order, please provide a PO with this order. If issuance of PO is delayed, please
provide a PO within 5 days of the service effective date via email to purchase-orders@zoomus.zendesk.com. Notwithstanding the foregoing, the
period for payment shall commence as of the applicable invoice date. Such payment period shall not restart based on any delays in issuing a
Purchase Order or any procurement process.
Zoom Phone services provided by Zoom Voice Communications, Inc. Rates, terms and conditions for Zoom Phone services are set by Zoom
Voice Communications, Inc.
14
ZOOM TERMS OF SERVICE
Effective Date: August 11, 2023
Please read these terms of service (“Terms of Service”) and the Zoom Services
Description (collectively, this “Agreement”) carefully. This Agreement is between you and Zoom
Video Communications, Inc. and its affiliates (“Zoom,” “we,” “us,” or “our”) and governs your
access to and use of our Services and Software, unless you and Zoom have entered into a written
Master Subscription Agreement (MSA), in which case such MSA will govern your access to and
use of the Services and Software and not these Terms of Service. You may enter into this
Agreement on behalf of yourself or on behalf of a legal entity. If you enter into this Agreement
on behalf of a legal entity, you represent that you are a duly authorized representative with the
authority to bind that legal entity to this Agreement. All references to “you” and “your” in this
Agreement mean the person accepting this Agreement as an individual or the legal entity for
which the representative is acting. Capitalized terms in this Agreement will have definitions as
set forth in the applicable section where they are defined, in the Zoom Services Description, or
in Section 34 below.
We may provide the Services and Software through Zoom Video Communications, Inc., our
affiliate(s), or both. You may only use the Services and Software in accordance with the terms
and subject to the conditions of this Agreement.
READ THIS AGREEMENT CAREFULLY, AS IT PROVIDES, AMONG OTHER THINGS: (i) in Section 27,
that you and Zoom will arbitrate certain claims instead of going to court and that you will not
bring class-action claims against Zoom; (ii) in Sections 12 and 14, that certain terms and
conditions apply with respect to recurring subscription Charges and automatic renewals; (iii) in
Section 15, that Zoom may make modifications, deletions, and additions to these Terms of
Service and our Service Description; and (iv) in Section 26, that you release Zoom from, and
waive your right to recover from Zoom, certain damages. You acknowledge that you will only
create an account or otherwise use the Services and Software if you agree to be legally bound
by all terms and conditions herein. Your acceptance of this Agreement creates a legally binding
contract between you and Zoom.
1. ACCOUNT INFORMATION; SHARING
1.1 Registration; Username and Passwords. You may be required to provide
information about yourself to register for and to access or use the Services and
Software. You represent and warrant that any such information, including Customer
Data, is and will remain accurate and complete, and that Zoom has no liability
whatsoever for errors and omissions in your Customer Data. You may also be asked to
choose a username and password to access or use the Services and Software. We may
reject, or require that you change, any such username or password, in our sole
discretion. You are entirely responsible for maintaining the security of your username
and password, and you agree not to disclose or make your username or password
accessible to any third party.
1.2 Prohibition on Sharing. You may not share an account, Host rights, or any other user
rights with any other individual, unless otherwise expressly pre -approved by Zoom in
writing. You may not share any login credentials or passwords regarding the foregoing
15
with any other individual. You acknowledge that sharing of any such rights is strictly
prohibited. Your right to use or access the Services and Software is personal to you and
not assignable or transferable. You may not assign or transfer any account, Host rights,
or any other user rights with any other individual, except upon (i) an individual
termination of employment or relationship with their employer, as applicable, or (ii)
Zoom’s prior express written approval.
2. ORDERING SERVICES
2.1 Order Form. You may order the Services through an online registration or order form
approved and authorized by Zoom (each an “Order Form”). Any order for the Services
made pursuant to an Order Form is subject to the terms of this Agreement. An Order
Form may contain additional or different terms, conditions, and information regarding
the Services you are ordering as authorized and agreed t o by Zoom. In the event of any
conflict or inconsistency between this Agreement and any Order Form authorized and
agreed to by Zoom, the applicable Order Form controls and governs over this
Agreement, to the extent necessary to resolve the particular confl ict or inconsistency
only. Zoom will provide the Services set forth in your Order Form and standard updates
to the Services that we make generally available at no additional cost to similarly
situated customers in the same geographic region during the appl icable Initial
Subscription Term or then-current Renewal Term. Zoom may, in its sole discretion, (i)
discontinue the Services, or (ii) modify the features or functionality of the Services or
Software.
2.2 Minimum Commitment. You will maintain your minimum quantity of the Services
set forth on your Order Form for the duration of the applicable Initial Subscription Term
or then-current Renewal Term. Any timely and contractually available modification to
the Services set forth on your Order Form will be effective only upon the
commencement of your next Renewal Term, unless you request an increase in the
Services, which will take effect as indicated in the applicable Order Form.
2.3 Outstanding Balance; Late Payment. Without limiting our rights in this Agreement,
including Sections 12.7 and 14.3, you acknowledge that Zoom is not required to provide
any new Services set forth in an Order Form until all outstanding balances due and owing
for existing Services are paid in full.
3. ACCESS AND USE; SOFTWARE LICENSE
3.1 Access and Use; Software License. Subject to the terms and conditions of this
Agreement, you may access and use, during the Initial Subscription Term or then-
current Renewal Term, the Services as set forth on each applicable Order Form. If access
to or use of any portion of the Services requires or allows for you to download, use, or
install Zoom software (“Software”), Zoom grants you a limited, revocable, non-
exclusive, non-transferable, non-assignable, non-sublicensable, and royalty-free license
to use the Software in object code format on a compatible device for your internal use
only, solely to access and use the Services during the applicable Initial Subscription Term
or then-current Renewal Term. You acknowledge and agree that your access to and use
of the Services and Software under this Section 3.1 (and as otherwise provided in this
Agreement) is revocable in Zoom’s sole discretion.
16
3.2 Documentation License. Subject to the terms and conditions in this Agreement,
Zoom grants you a limited, revocable, non-exclusive, non-transferable, non-assignable,
non-sublicensable, and royalty-free license for you to use Zoom-provided product and
services documentation (“Documentation”) solely for your internal business purposes
in connection with use of the Services or Software during the applicable Initial
Subscription Term or then-current Renewal Term.
3.3 Ownership. You acknowledge that, notwithstanding anything to the contrary herein,
the Services are provided to you on a subscription basis, and the Software and
Documentation is provided to you under a limited license, and neither has been sold to
you. You also acknowledge that you have neither obtained nor will obtain any
ownership or other right, title, or interest in or to the Services, Software, or
Documentation or any Proprietary Rights relating thereto. Any copies of Software will
remain the exclusive property of Zoom. The Software may include code that is licensed
to you under third party license agreements, including open source software made
available or provided with the Software. Without limiting the generality of the
foregoing, Zoom owns all right, title, and interest in and to all upgrades, enhancements,
new releases, changes, and modifications to the Services or Software, together with all
ideas, architecture, algorithms, models, processes, techniques, user interfaces,
database design and architecture, and “know-how” embodying the Services and
Software. Under no circumstances will you be deemed to receive, have, or be granted
title to all or any portion of the Services, Software, or Documentation, title to which at
all times vests exclusively in Zoom. None of the Services, Software, or Documentation,
or any component thereof, is or shall be deemed to be a “work made for hire,” as that
term is defined in 17 U.S.C. § 101.
4. RESPONSIBILITY FOR USE AND END USERS
4.1 Use of the Services; End User Responsibility. You will, and you will cause your End
Users to, abide by and ensure compliance with, all the terms and conditions of this
Agreement. Use of the Services is void where prohibited. You are responsible for your
and your End Users’ access to and use of the Services and Software. You are responsible
for the activities of all your End Users, including ensuring that all End Users will comply
with the terms and conditions of this Agreement and any applicable Zoom po licies. You
acknowledge that you remain liable for the acts and omissions of any third party that
you allow, enable, or otherwise provide access to the Services or Software, whether or
not such access was expressly permitted by Zoom.
4.2 Violations by End Users or Third Parties. Zoom assumes no responsibility or liability
for violations of this Agreement by End Users or any other third party that you allow,
direct, or enable to access the Services or Software. If you become aware of any
violation of this Agreement in connection with use of the Services or Software by any
person, you must contact Zoom at trust@zoom.us.
4.3 Liability for Content and Data. Under no circumstances will Zoom be liable in any
way for any data or other content viewed while using the Services, including any errors
or omissions in any such data or other content, or any loss or damage of any kind
incurred as a result of the use of, access to, or denial of access to any data or other
content.
17
4.4 Investigation of Use. Zoom may investigate any complaints and violations that come
to our attention and may take any action, in its sole discretion, including issuing
warnings, suspending or disconnecting the Services or Software, removing the
applicable data or other content, terminating accounts or End User profiles, or taking
other reasonable actions in its sole discretion.
5. SYSTEM REQUIREMENTS; CHANGES
Your use of the Services and Software requires one or more compatible devices, Internet
access, and certain third-party software, and you may be required to obtain updates or
upgrades from time to time for Software or third-party software, which may result in
additional costs to you. Because use of the Services and Software involves hardware,
software, and Internet access, your ability to access and use the Services and Software
may be affected by the performance of the foregoing. High-speed Internet access is
recommended. You are solely responsible for any fees that may apply to your access to
or use of the Services and Software, including fees for hardware, software, Internet
access, or text messages. You agree that the foregoing requirements are your
responsibility, and Zoom may, in its sole discretion, discontinue availability or
compatibility of the Services or Software, on a particular operating system, device, or
platform.
6. USE OF BETA SERVICES
If you use any beta services, products, or software offered or made available by Zoom,
then you acknowledge that your use of the services, products, or software are governed
by separate Beta Program Terms of Use and not by this Agreement.
7. RECORDINGS
You are responsible for compliance with all Laws governing the monitoring or recording
of conversations as the Host or Phone Host. A Host or Phone Host can choose to record,
for example, meetings, webinars, or a phone call. By using the Services, you autho rize
Zoom to store recordings. You will receive a notification (visual or otherwise) when
recording is enabled. If you do not consent to being recorded, you can choose to leave
the recorded session.
8. PROHIBITED USES
You agree that you will not, and will not permit any End Users to, directly or indirectly:
(i) use the Services or Software in violation of our Acceptable Use Guidelines (which are
hereby incorporated into this Agreement); (ii) modify, customize, disassemble,
decompile, prepare derivative works of, create improvements, derive innovations from,
reverse engineer, or attempt to gain access to any underlying technology of the Services
or Software, including any source code, process, data set or database, management
tool, development tool, server or hosting site; (iii) knowingly or negligently use the
Services or Software in a way that abuses, interferes with, or disrupts Zoom’s networks,
your account, Host rights, or any other user rights, or the Services; (iv) engage in activity
that is illegal under applicable Law, fraudulent, false, or misleading; (v) transmit through
the Services or Software any material that may infringe, misappropriate, or violate the
Proprietary Rights of third parties; (vi) build or benchmark a competitive product or
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service, or copy any features, functions, or graphics of the Services or Software; (vii) use
the Services or Software for the development, production, or marketing of a service or
product substantially similar to the Services or Software; (viii) use the Services or
Software to communicate any message or material that is harassing, libelous,
threatening, obscene, indecent, would infringe or violate the Proprietary Rights of any
party, or is otherwise unlawful, or would give rise to civil or criminal liabilit y, under any
applicable Law; (ix) upload or transmit any software, Customer Content, or code that
does or is intended to harm, disable, destroy, or adversely affect performance of the
Services or Software in any way or which does or is intended to harm or extract
information or data from other hardware, software, networks, or other users of the
Services or Software; (x) engage in any activity or use the Services, Software, or your
account in any manner that could damage, disable, overburden, impair or other wise
interfere with or disrupt the Services, Software, or any servers or networks connected
to the Services or Zoom security systems; (xi) use the Services or Software in violation
of any Zoom policy or in a manner that violates applicable Law, including a nti-spam,
import and export control, intellectual property, privacy, anti -terrorism, anti-bribery,
foreign corrupt practices, and any other Laws requiring the consent of subjects of audio
and video recordings; (xii) remove, delete, alter, or obscure any Proprietary Rights
notices provided on or with the Services or Software, including any copy thereof; (xiii)
make, use, or offer the Services or Software for lease, rent, or sale, or reproduce, resell,
distribute, publish, display, assign, transfer, sublicense, lend, use on a timeshare or
service bureau basis, or use the Services or Software for any commercial or other
purpose that is not expressly permitted by this Agreement; or (xiv) make available the
Services or Software, or any features or functionality t hereof, to any third party for any
reason or by any manner, unless expressly permitted by this Agreement or otherwise
expressly agreed to in writing by you and Zoom.
9. COMPLIANCE WITH LAWS
You are solely responsible for your and your End Users’ compliance with all Laws that
apply to your and your End Users’ access to and use of the Services and Software,
including Laws requiring you to provide proper End User notifications and to obtain
proper End User consents, which may be necessary to allow Zoom and Zoom’s
authorized third parties to access, use, and share Customer Content. You shall comply
with, and ensure that all End Users comply with, all applicable Laws in connection with
your obligations under this Agreement, including access to and use of the Services and
Software.
10. DATA USAGE, LICENSES AND RESPONSIBILITIES
10.1 Customer Content. Data, content, communications, messages, files, documents, or
other materials that you or your End Users generate or provide in connection with the
Services or Software, together with any resulting transcripts, recordings, outputs, visual
displays, or other content, is referred to as Customer Content.
10.2 Permitted Uses and Customer License Grant. Zoom will only access, process or use
Customer Content for the following reasons (the “Permitted Uses”): (i) consistent with
this Agreement and as required to perform our obligations and provide the Services; (ii)
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in accordance with our Privacy Statement; (iii) as authorized or instructed by you; (iv) as
required by Law; or (v) for legal, safety or security purposes, including enforcing
our Acceptable Use Guidelines. You grant Zoom a perpetual, worldwide, non-exclusive,
royalty-free, sublicensable, and transferable license and all other rights required or
necessary for the Permitted Uses.
Zoom does not use any of your audio, video, chat, screen sharing, attachments or
other communications-like Customer Content (such as poll results, whiteboard and
reactions) to train Zoom or third-party artificial intelligence models.
10.3 Our Obligations Over Your Customer Content. Zoom will maintain reasonable
physical and technical safeguards to prevent the unauthorized disclosure of or access to
Customer Content. Zoom will notify you if it becomes aware of an unauthorized
disclosure or unauthorized access to Customer Content. Zo om may use consultants,
contractors, service providers, subprocessors, and other Zoom-authorized third parties
in connection with the delivery of the Services or Software. Zoom will ensure that any
sharing of Customer Content with an authorized third party will be in compliance with
applicable Law.
10.4 Customer Responsibilities. You are solely responsible for compliance with all Laws
and regulations pertaining to the Customer Content, including Laws requiring you to
obtain the consent of a third party to use, license or generate Customer Content and to
provide appropriate notices of third party rights. Zoom may delete any Customer
Content, at any time without notice to you if Zoom becomes aware that it violates any
provision of this Agreement or any applicable Laws. You retain all ownership rights in
your Customer Content subject to any license or other rights granted herein.
10.5 Service Generated Data. Telemetry data, product usage data, diagnostic data, and
similar data that Zoom collects or generates in connection with your or your End Users’
use of the Services or Software are referred to as Service Generated Data. Zoom owns
all rights, title, and interest in and to Service Generated Data.
11. ELIGIBILITY; RESTRICTION ON USE BY CHILDREN
11.1 Eligibility. You affirm that you are of legal age to enter into this Agreement and to
use the Services and Software. You affirm that you are otherwise fully able and
competent to enter into and abide by the terms, conditions, obligations, affirmations,
representations, and warranties set forth in this Agreement. Your access may be
terminated without warning if it comes to our attention that you are under the legal age
to enter into this Agreement or are otherwise ineligible to enter into this Agreement or
to use the Services and Software.
11.2 Restrictions on Use by Children. Zoom is not intended for use by individuals under
the age of sixteen (16) years old, unless it is through a School Subscriber (as defined in
the Zoom Services Description) using Zoom for Education (K-12).
12. PAYMENTS AND CHARGES
12.1 Charges. You agree that Zoom may charge your credit card, debit card, or other
payment mechanism selected by you and approved by Zoom (“Payment Method”) for
all amounts due and owing in connection with your use of the Services, as set forth in
the applicable Order Form or otherwise used or ordered by or for you through the
Services, including set up fees, one-time fees, non-recurring fees, overages, per-use
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charges, subscription fees, recurring fees, and any other fees and charges associated
with the Services or your account (“Charges”). As provided in Section 13, unless
otherwise expressly specified an Order Form, all Charges are exclusive of Taxes and Fees.
You agree to promptly update your Payment Method to allow for timely payment.
Changes made to your Payment Method will not affect Charges that Zoom submits to
your chosen Payment Method before Zoom could reasonably act on your changes.
Additionally, you agree to permit Zoom to use any updated Payment Method
information provided by your issuing bank or the applicable payment network and to
charge your current primary Payment Method by using the details of such Payment
Method saved in our system, even if such Payment Method is declined. Zoom further
reserves the right to use your backup Payment Method to the extent one is provided.
By adding a backup Payment Method, you authorize Zoom to process any applicable
Charges on your backup Payment Method if your primary Payment Method is declined.
12.2 Non-Cancelable and Non-Refundable Charges. You agree that all payments are
non-cancelable for the Initial Subscription Term or the then-current Renewal Term, as
applicable, and are final and non-refundable, unless otherwise agreed to by Zoom,
required by Law, or set forth in your Order Form.
12.3 Changes to Pricing. Zoom may change prices for the Services at any time, in its sole
discretion. For changes to your Charges, Zoom will provide you with not less than (i)
thirty (30) calendar days prior notice, or (ii) the time period prescribed by applicable Law
(each, (i) and (ii), a “Rate Change Notice”). Unless prohibited by the terms of your Order
Form, any changes to your Charges will be effective upon the commencement of your
next Renewal Term or other date calculated in accordance with applicab le Law. If you
seek to terminate or modify the Services affected by a Rate Change Notice, then you
must terminate or modify your affected Services within the applicable Rate Change
Notice time period. If you do not terminate or modify the affected Services within the
applicable Rate Change Notice time period, then you shall be deemed to have
automatically accepted the change to your Charges, unless your affirmative, express
consent to such change is required under applicable Law. If required by applicable L aw,
we will remind you of your termination and modification right, any applicable time -
period, and the consequences of not terminating.
12.4 Promotional Rates and Discounts. Prices specified in an Order Form may include a
promotional rate, discount, sale, or special offer, which may be temporary and may
expire (i) per the terms of the offer, or (ii) upon the commencement of a Renewal Term.
The expiration of the discount or promotional pricing may expire without additional
notice to you, unless specified in an Order Form or as required by applicable Law. Zoom
reserves the right to discontinue or modify any promotion, discount, sale, or speci al
offer in its sole discretion.
12.5 Collection of Charges. You agree that if Zoom is unable to collect the Charges for
the Services through your Payment Method, Zoom may, to the extent not prohibited by
applicable Law, take any other steps it deems necessary to collect such Charges from
you and that you will be responsible for all costs and expenses incurred by Zoom in
connection with such collection activity, including collection fees, court costs, and
attorneys’ fees. You further agree that, to the extent not prohibited by applicable L aw,
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Zoom may collect interest at the lesser of 1.5% per month or the highest amount
permitted by Law on any Charges not paid when due.
12.6 Support Services and Updates. Zoom will provide, at no additional costs, (i)
standard support as set forth in our then-current Documentation (see Zoom Help
Center), and (ii) standard updates to the Services and Software that are made generally
available by Zoom to similarly situated customers in the same geographic region during
the Initial Subscription Term or any applicable Renewal Term. In accordance with
applicable Law and the terms of this Agreement, Zoom reserves the right to (a) modify
its standard support and charge you for standard support and (b) charge you for any
updates to the Services or for any premium features or functionality.
12.7 Termination or Suspension for Nonpayment. Without limiting our rights in any
other section of this Agreement, including 14.3, if any failure to pay Charges continues
for five (5) calendar days following the due date, Zoom may terminate, suspend, or
disconnect your Services immediately and without prior notice.
12.8 Billing Communications. You agree that Zoom may contact you via email or
otherwise at any time with information relevant to your use of the Services, including
billing communications, regardless of whether you have opted out of receiving
marketing communications or notices.
12.9 Withdrawal; Cooling-Off Period. If under applicable Law you have a time period to
terminate your Services based on a right of withdrawal, or a cooling-off period, you may
request to terminate the affected Services in accordance with applicable Law and, if
applicable, receive a pro rata refund of any prepaid and unused Charges. If the Services
begin before any withdrawal or cooling-off period, or you fail to terminate your Services
during the right of withdrawal or cooling-off period, then you acknowledge that you lose
any termination rights under this Section 12.9. Nothing in this Section 12.9 is intended
to limit or exclude any of your rights that cannot be limited or excluded under applicable
Law.
13. TAXES
13.1 Taxes and Fees. Unless otherwise expressly specified by Zoom as required by
applicable Law, all prices shown by Zoom and Charges for the Services on your account
are exclusive of Taxes and Fees. Where applicable, Taxes and Fees will be charged on
the invoices issued by Zoom in accordance with applicable Laws. Zoom, in its sole
discretion, will (i) calculate the amount of Taxes and Fees due, and (ii) change such
amounts without notice to you.
13.2 VAT Invoices. If required by Law, Zoom will issue a VAT invoice, or a document that
the relevant taxing authority will treat as a VAT invoice, to you. You agree that this
invoice may be issued electronically.
13.3 Tax exemptions. If you are exempt from any Taxes and Fees, you will provide Zoom
with all appropriate tax exemption certificates, and/or other documentation
satisfactory to the applicable taxing authorities, to substantiate such exemption status.
Zoom reserves the right to review and validate tax exemption documentation. If the tax
exemption documentation is not provided or not valid, Zoom reserves the right to
charge applicable Taxes and Fees to you.
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13.4 Payment of Taxes and Withholding. You will pay Zoom, and you are solely
responsible for, any applicable Taxes and Fees. All payments made by you to us under
this Agreement will be made free and clear of any deduction or withholding Taxes and
Fees, as may be required by applicable Law. If any such deduction or withholding Taxes
and Fees (including domestic or cross-border withholding taxes) are required on any
payment, you will pay such additional amounts as necessary, such that the net amount
received by us is equal to the amount then due and payable under this Agreement. We
will provide you with such tax forms as reasonably requested in order to reduce or
eliminate the amount of any withholding or deduction for taxes in respect of payments
made under this Agreement. You also agree to provide Zoom with withholding tax
certificates, upon Zoom’s request, to the extent a withholding certificate is required to
be sent to Zoom under applicable Law, and you agree that Zoom may provide your
withholding tax certificate to the appropriate taxing authority without further notice to
you.
13.5 Value-Added Tax – Customer Obligations. If Taxes and Fees are due towards the
taxing authorities by you instead of Zoom, through the reverse charge or other similar
mechanism, you will provide Zoom with all appropriate evidence for Zoom to
demonstrate your business nature, such as a valid VAT registration number (or similar
information required under the relevant VAT Laws). Zoom reserves the right to review
and validate your VAT registration number. If the VAT registration number is not valid,
Zoom reserves the right to nevertheless charge the applicable VAT to you. For the
avoidance of doubt, if VAT is due by you to a taxing authority, through the reverse
charge or other similar mechanism, you are solely responsible for paying those amounts
to the relevant taxing authority, such that Zoom receives the full amount of payment
required.
13.6 Tax Determination. Tax determination is principally based on the location where
you have established your business based on your Customer Data, or if you are an
individual, where you permanently reside. This location will be defined by Zoom as your
‘Sold To’ address. Zoom reserves the right to cross reference this location against other
available evidence to validate whether your location is accurate. If your location is
inaccurate, Zoom reserves the right to charge you any outstanding Taxes and Fees.
13.7 Use and Enjoyment. If you subscribe to any Services, and those Services are used
and enjoyed by a subsidiary of you in a country that is different from your location as
determined pursuant to Section 13.6, you confirm that, where required, you will treat
this as a supply to your subsidiary. If you subscribe to the Services and those Services
are used and enjoyed by a branch or individual in a country that is different to your
location as determined pursuant to Section 13.6, you acknowledge that you will inform
Zoom of the Services that have been allocated, and you acknowledge that Zoom
reserves the right to charge Taxes and Fees based on the use and enjoyment of those
Services.
13.8 Disclosures to Taxing Authorities. In accordance with applicable tax Law, and
notwithstanding any of Zoom’s notice obligations that may arise under this Agreement,
including but not limited to, Section 17.4 or pursuant to our Government Request Guide,
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we may disclose Customer information, including Customer Confidential Information,
to a tax authority without notice to you before or after the disclosure.
14. TERM; TERMINATION AND SUSPENSION
14.1 Term; Automatic Renewal. Each Order Form will specify your Initial Subscription
Term and any applicable Renewal Term for the Services. Unless your Order Form
expressly states otherwise or applicable Law prohibits automatic renewal, each Renewal
Term for the Services will begin automatically at the end of the then-current Initial
Subscription Term or Renewal Term, as the case may be, unless either party provides
written notice of termination or modification of the Services provided under such Order
Form (i) at least thirty (30) calendar days prior to the commencement of the next
Renewal Term, or (ii) within the notice period required by applicable Law (collectively,
(i) and (ii), the “Renewal Notice Period”). In order to terminate or modify the affected
Services, you must provide notice to Zoom, via the billing portal (if available for your
account) or in an email to renewals@zoom.us, in accordance with the Renewal Notice
Period. Any statutory rights you may have under the applicable Laws to terminate your
Services at an earlier time during the Initial Subscription Term or any given Renewal
Term remains unaffected by this clause, and, if required by applicable Law, we will send
you a reminder notice prior to the commencement date of the Renewal Term (and i n
accordance with the notice periods specified in this Agreement or other such deadline
set by applicable Law that may apply to you) reminding you of your right to terminate
the affected Services and how to do so.
14.2 Customer Termination. You may find information on how to terminate your
account and Services located here. If you have subscribed to one or more Services for a
specific term, such termination will be effective as to each such Service on the last day
of the then-current term for each applicable Service, provided that you provide proper
and timely notice pursuant to Section 14.1. You may terminate this Agreement by
providing written notice of termination if Zoom has materially breached this Agreement
and has not cured such material breach within thirty (30) business days of Zoom’s
receipt of your written notice of such breach. Your notice shall state the specific
provision in this Agreement that you contend Zoom has breached and set forth in
reasonable detail the facts and circumstances you allege provide the basis for such
breach.
14.3 Zoom Termination Rights and Suspension. Notwithstanding anything to the
contrary herein, if you fail to comply with any provision of this Agreement or any
referenced policies, guides, notices, or statements, Zoom may (i) immediately suspend
your access to the Services, or (ii) terminate this Agreement, effective immediately. If
Zoom chooses to suspend your Services and the failure to comply continues, Zoom may
exercise any or all of its termination rights in this Section 14.3. Additionally, Zoom may
terminate this Agreement, for any reason or no reason, upon thirty (30) business days’
advance notice.
14.4 Effect of Termination or Suspension. Upon any termination of this Agreement, you
must cease any further use of the Services and Software, except for any access rights
granted in Section 14.5. No expiration or termination of this Agreement will affect your
obligation to pay all Charges that may have become due before such expiration or
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termination, including that Zoom may retain any Charges previously paid by you if this
Agreement is terminated, unless prohibited by applicable Law. If your Services are
suspended for your failure to comply with this Agreement, you will be liable for all
Charges due and owing during the period of suspension.
14.5 Deletion and Access to Customer Content After Termination. For thirty (30)
calendar days following expiration or termination of this Agreement, Zoom will provide
you access to retrieve your Customer Content, after which time your Customer Content
will be deleted according to applicable Law, this Agreement, and our regularly scheduled
deletion protocols, policies, and procedures. All access during the period set forth in this
Section 14.5 is provided to you subject to and governed by this Agreement.
15. MODIFICATIONS TO THIS AGREEMENT
15.1 General Changes. Zoom may make modifications, deletions, and additions to this
Agreement (“Changes”) from time to time in accordance with this Section 15.1. Changes
to these Terms of Service will be posted here or in our Service Description located here,
which you should regularly check for the most recent version and also save the most up
to date version in your files. When Changes are made, Zoom will indicate the effective
date of the Changes at the top of the Terms of Service located here or in our Service
Description located here. Changes to this Agreement do not create a renewed
opportunity to opt out of arbitration (if applicable). If you continue to use the Services
after the effective date of the Changes, then you agree to the revised terms and
conditions. In some instances, Zoom may notify you of a Change and also may request
express confirmation of your consent to a Change. If a Change requires a specific notice
pursuant to applicable Law, Zoom will provide you with such notice in the manner
prescribed by applicable Law, together with any required notification of your rights.
15.2 Other Changes. You agree that Zoom may modify, delete, and make additions to
its guides, statements, policies, and notices, with or without notice to you, and for
similar guides, statements, policies, and notices applicable to your use of the Services
by posting an updated version on the applicable webpage. In most instances, you may
subscribe to these webpages using an authorized email in order to receive certain
updates to policies and notices.
15.3 Change Notifications. It is your responsibility to keep your email address up to date
for any notices that Zoom may send to you from time to time and to regularly review
this Agreement by reviewing these Terms of Service and the Services Description.
16. ZOOM PROPRIETARY RIGHTS; FEEDBACK
16.1 Feedback. If you or any of your employees, contractors, agents, or End Users send,
transmit, or otherwise provide any feedback, comments, suggestions, questions, or the
like, regarding the Services or Software, including any ideas, know -how, concepts,
enhancements, recommendations, or other information relating to the Services or
Software, including suggesting or recommending changes to the Services or Software
such as new features or functionality relating thereto (collectively, “Feedback”), you
acknowledge that (i) Zoom owns, and Zoom shall retain ownership of, all right, title, and
interest in and to such Feedback, including any Proprietary Rights therein, and (ii) Zoom
may, but is not required to use, the Feedback, including any Proprietary Rights t herein,
for any purpose whatsoever without any attribution, financial compensation, or
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reimbursement of any kind to you or any third party. You hereby unconditionally and
irrevocably assign and agree to assign to Zoom on your behalf, and you shall cause your
employees, contractors, agents, and End Users to unconditionally and irrevocably assign
and agree to assign, all right, title, and interest in and to the Feedback, including all
Proprietary Rights relating thereto. All Feedback is and will be treated as Zoom
Confidential Information until Zoom, in its sole discretion, chooses to make any specific
Feedback non-confidential.
16.2 Ownership of Zoom Property. Zoom, its affiliates, its licensors, and suppliers (as
applicable) own and shall retain ownership of (i) all Service Generated Data (as provided
in Section 10.5), (ii) all Feedback (as provided in Section 16.1), (iii) the Services and
Software, and any underlying or other technology and intellectual property embodied
or contained in, used to provide or support, or otherwise associated or provided in
connection with, the Services or Software, including all Proprietary Rights related
thereto, and (iv) all trade names, trademarks, service marks, trade dress, logos, icons,
insignia, symbols, interface and other designs, domain names and corporate names, and
the like (whether registered or unregistered) (“Zoom Marks”) associated or displayed
with the Services or Software, together with the goodwill associated with any of the
foregoing Zoom Marks (all of the foregoing, collectively “Zoom Property”). You may not
frame or utilize framing techniques to enclose any Zoom Marks, or other proprietary
materials or information (including images, text, page layout, or form) of Zoom without
our express prior written consent. You may not use any meta tags or any other “hidden
text” utilizing Zoom Marks without our express prior written consent. No rights to use
the Zoom Marks are provided to you herein.
16.3 Reservation of Rights. Zoom reserves all rights not expressly granted to you in this
Agreement. Except for the limited rights and licenses expressly granted under this
Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or
otherwise, to you or any third party, any Proprietary Rights or other right, title, or
interest in or to any Zoom Property or other intellectual property provided in connection
with this Agreement or the Services or Software.
17. CONFIDENTIALITY
17.1 Definition. “Confidential Information” means: (i) with respect to Zoom, any
information disclosed by, for, or on behalf of Zoom, directly or indirectly, to you or any
End User in connection with this Agreement, the Services or Software, or learned or
accessed by you or any End User in connection with the Services or Software, including
business information, development plans, product roadmap details, systems, strategic
plans, source code, services, products, pricing, methods, processes, financial data,
programs, trade secrets, know-how, and marketing plans, however it is conveyed in any
form or medium, together with all information derived from the foregoing, and any
other information that is designated as being confidential (whether or not it is marked
as “confidential”) or which is known by you or the End User or reasonably should be
understood by you or the End User to be confidential (“Zoom Confidential
Information”); and (ii) with respect to you, any information disclosed by you to Zoom
that (a) must be kept confidential pursuant to applicable Law or (b) is sensitive security
and technical information that is clearly and conspicuously marked as “confidential” by
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you (“Customer Confidential Information”). Customer Content is not Customer
Confidential Information; however, Customer Content will be protected in accordance
with Section 10.3.
17.2 Exclusions. Confidential Information does not include information that: (i) is
already rightfully known to the receiving party at the time it is received, free from any
obligation to keep such information confidential; (ii) becomes publicly known or
available through no act or omission of the receiving party or any third party; (iii) is
rightfully received from a third party without restriction and without breach of this
Agreement; or (iv) is independently developed by the receiving party without the use of
the disclosing party’s Confidential Information.
17.3 Obligation of Confidentiality. You and Zoom shall take reasonable steps to
maintain the confidentiality of each other’s Confidential Information using measures
that are at least as protective as those taken to protect its own information of a similar
sensitivity, but in no event using less than a reasonable standard of care. Neither you
nor Zoom will disclose the other party’s Confidential Information to any person or entity
except to its employees, advisors, and attorneys who have a strict need to kno w the
information in connection with this Agreement and who are bound by confidentiality
obligations at least as protective as the provisions herein. In addition to the foregoing
permitted disclosures, Zoom also may disclose Customer Confidential Information to its
consultants, contractors, service providers, subprocessors, and other third parties who
are bound by confidentiality obligations at least as protective as the confidentiality
provisions herein.
17.4 Permitted and Compelled Disclosures. Notwithstanding the restrictions in this
Section 17 and without limiting any other rights of Zoom, including our disclosure rights
without notice in Section 13.8, we may disclose Customer Confidential Information
received in connection with this Agreement, the Services, or Software to the extent
authorized in our Government Request Guide or as required by applicable Law;
provided, however, that Zoom will first notify you, unless providing such notice or timely
notice is: (i) prohibited by applicable Law; or (ii) determined by Zoom in its sole
discretion to be (a) a risk or potential risk of harm to a person or to the health of a
person, (b) a risk or potential risk of damage to property, (c) an emergency, or (d) a
threat to the Services, Software, or Zoom’s rights or property.
18. THIRD PARTY PROPRIETARY RIGHTS
You agree to not, and to not permit any End User to, post, modify, distribute, or
reproduce in any way in connection with your or your End Users’ use of the Services or
Software any copyrighted material, trademarks, or other proprietary material that may
infringe, misappropriate, or otherwise violate another’s Proprietary Rights without
obtaining the prior written consent of the owner of the Proprietary Rights. You
represent and warrant that you are either the author of all Customer Content to be
provided under this Agreement or have obtained and hold all rights necessary to provide
such Customer Content and receive all Customer Content in the form provided by Zoom,
in connection with your or your End Users’ use of the Services or Software. Zoom may
deny access to the Services to any End User who is alleged to infringe another person’s
Proprietary Rights and may remove any stored Customer Content upon Zoom’s receipt
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of notice by the Proprietary Rights owner (e.g., a takedown request). Without limiting
the foregoing, if you believe that any of your Proprietary Rights have been infringed in
connection with the Services, notify Zoom as specified here.
19. APPLE iOS TERMS OF USE
By accessing or downloading a Zoom application from the Apple App Store, you are
agreeing to Apple’s Licensed Application End User License Agreement (“Apple Terms”).
This Agreement governs if there is a conflict with the Apple Terms.
20. MEDICAL DEVICE
You agree that Zoom Services and any Software provided under this Agreement, even if
also subject to a separate business associate agreement, does not include, constitute,
or otherwise consist of any medical device, product, or service cleared or approved by
the U.S. Food and Drug Administration and are not intended for use in the diagnosis of,
cure of, mitigation of, treatment of, or prevention of, any diseases, ailments, or
conditions.
21. THIRD-PARTY INTEGRATIONS AND OFFERINGS
The Services or Software may interoperate, integrate, or be used in connection with
third party offerings and services (“Third-Party Offerings”). Zoom is not responsible for,
and Zoom hereby disclaims any liability for, any act or omission of any provider of Third-
Party Offerings or the operation of any Third -Party Offerings, including access to,
modification of, or deletion of data, regardless of whether Zoom or a Service endorses,
approves, or supports any such Third-Party Offerings. Zoom does not guarantee the
interoperation, integration, or support of any Third-Party Offerings. Zoom may, at any
time, in its sole discretion, modify the Services or Software, which may result in the
failed interoperation, integration, or support of Third-Party Offerings. You have sole
discretion whether to purchase or connect to any Third-Party Offerings, and your use of
any Third-Party Offering is governed solely by the terms of such Third-Party Offerings.
22. EXPORT RESTRICTIONS
You acknowledge that the Services and Software, or a portion thereof, are subject to
the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United States, and
may be subject to other applicable country export control and trade sanctions Laws ,
including the Export Administration Regulations, 15 C.F.R. Parts 730-774 of the United
States, and programs maintained by the U.S. Department of Treasury’s Office of Foreign
Assets Control (“OFAC”) (collectively, “Export Control and Sanctions Laws”). Zoom will
provide the U.S. export classification(s) applicable to its Services and Software upon
request. You and your End Users may not access, use, export, re-export, divert, transfer,
or disclose any portion of the Services or Software or any related techn ical information
or materials, directly or indirectly, in violation of Export Control and Sanctions Laws. You
represent and warrant that: (i) you and your End Users (a) are not citizens of, or located
within, a country or territory that is subject to U.S. trade sanctions or other significant
trade restrictions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and
Luhansk regions of Ukraine) and that you and your End Users will not access or use the
Services or Software, or export, re-export, divert, or transfer the Services or Software,
in or to such countries or territories; (b) are not persons, or owned or controlled by 50%
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or more, individually or in the aggregate, by persons, identified on the U.S. Department
of the Treasury’s Specially Designated Nationals and Blocked Persons List or Foreign
Sanctions Evaders Lists or any similar applicable list maintained by a country’s regulatory
authority; and (c) are not persons on, affiliates of persons on, the U.S. Department of
Commerce’s Denied Persons List, Entity List, or Unverified List, or U.S. Department of
State proliferation-related lists; (ii) you and your End Users located in Belarus, Myanmar
(Burma), Cambodia, China, Russia, or Venezuela are not Military End Users and will not
put Zoom Services or Software to a Military End Use, as defined in 15 C.F.R. 744.21; (iii)
no Customer Content created or submitted by you or your End Users is subject to any
restriction on disclosure, transfer, download, export or re -export under the Export
Control and Sanctions Laws; and (iv) you and your End Users will not take any action
that would constitute a violation of, or be penalized under, U.S. antiboycott laws
administered by the U.S. Department of Commerce or the U.S. Department of the
Treasury. Any list of countries specifically included in this clause will be deemed to be
updated to the extent that any country or territory is added or re moved under the
Export Control and Sanctions Laws. You are solely responsible for complying with the
Export Control and Sanctions Laws and monitoring them for any modifications.
23. NO HIGH RISK USE AND SAFE USE
THE SERVICES AND SOFTWARE ARE NOT DESIGNED FOR USE IN HAZARDOUS OR HIGH-
RISK ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR
TRAFFIC CONTROL, LIFE SUPPORT, COMBAT OPERATIONS, OR WEAPONS SYSTEMS. YOU
SHALL NOT USE THE SERVICES AND SOFTWARE FOR OR IN CONNECTION WITH ANY
HIGH-RISK ENVIRONMENT. YOU FURTHER AGREE NOT TO USE THE SERVICES OR
SOFTWARE IN AN UNSAFE MANNER, INCLUDING WHILE DRIVING, WALKING, OR
OTHERWISE WITHOUT YOUR FULL ATTENTION WHERE RISK TO YOU, YOUR END USERS,
OR OTHERS MAY ARISE OR RESULT.
24. NO WARRANTIES
YOU AGREE THAT THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND ZOOM,
ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF
ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZOOM, ITS AFFILIATES,
SUPPLIERS, AND LICENSORS MAKE NO GUARANTEE, PROMISE, WARRANTY, OR
REPRESENTATION (i) REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE
OF THE SERVICES OR SOFTWARE, (ii) REGARDING THE ACCURACY OR RELIABILITY OF ANY
INFORMATION OBTAINED THROUGH THE SERVICES OR SOFTWARE, OR (iii) THAT THE
SERVICES OR SOFTWARE WILL MEET ANY USER’S REQUIREMENTS, OR BE
UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ANY MATERIAL OR DATA
DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES OR
SOFTWARE IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES OR SOFTWARE.
THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES OR
SOFTWARE REMAINS WITH YOU. ZOOM DOES NOT ASSUME ANY RESPONSIBILITY FOR
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RETENTION OF ANY DATA, INCLUDING CUSTOMER CONTENT AND CUSTOMER DATA,
USER INFORMATION, OR COMMUNICATIONS BETWEEN USERS. USE OF THE SERVICES
AND SOFTWARE IS AT YOUR SOLE RISK.
25. INDEMNIFICATION
To the extent not prohibited by applicable Law, you agree to indemnify, defend, and
hold Zoom and its affiliates and each of our licensors and suppliers (“Indemnified
Parties”) harmless, including any officers, directors, employees, shareholders,
members, consultants, and agents of the Indemnified Parties, from any third party
allegation, claim, proceeding, liability, damage, or cost (including reasonable attorneys’
fees) arising out of or related to (i) your or your End User’s use of the Services or
Software, (ii) your or your End User’s breach of this Agreement or violation of applicable
Law, (iii) your or your End User’s infringement or violation of any Proprietary Rights or
other right of any person or entity, (iv) your relationship with your End User or any
dispute between you and your End User, or (v) a personal injury or property damage to
a third party relating to your or your End User’s acts or omissions.
26. LIMITATION ON LIABILITY
READ THIS SECTION CAREFULLY AS IT LIMITS OUR LIABILITY TO YOU.
ZOOM AND ITS AFFILIATES AND EACH OF THEIR LICENSORS, AND SUPPLIERS WILL NOT
BE LIABLE FOR ANY:
• SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR
PUNITIVE DAMAGES;
• LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS
INFORMATION, LOSS OF BUSINESS OPPORTUNITY;
• UNAUTHORIZED ACCESS TO, LOSS OF, DELETION OF, OR ALTERATION OF
SYSTEM DATA, CUSTOMER CONTENT, OR CUSTOMER DATA;
• COSTS RELATED TO THE PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES;
• TERMINATION, SUSPENSION, DISCONTINUANCE, OR DISCONNECTION OF
THE SERVICES;
• A FAILURE OF YOUR INTERNET SERVICES, DOWNTIME, OR MAINTENANCE;
• OUR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES; OR
• DAMAGES, IN THE AGGREGATE FOR ALL CLAIMS ARISING OUT OF OR
RELATED TO THIS AGREEMENT, EXCEEDING THE AMOUNT ACTUALLY PAID BY
YOU FOR THE SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING
THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.
THESE EXCLUSION OF DAMAGES AND LIMITATIONS ON AVAILABLE DAMAGES APPLY
TO ALL CLAIMS, OBLIGATIONS, AND LIABILITIES ARISING OUT OF OR RELATED TO THIS
AGREEMENT, AND WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE OR STRICT
LIABILITY), STATUTE, CONTRACT, OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS
AFFILIATES, OR OUR LICENSORS OR SUPPLIERS HAVE BEEN ADVISED OF THE
POSSIBILITY THAT SUCH DAMAGES MAY BE INCURRED BY YOU AND EVEN IF YOUR
REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS
OF DAMAGES OR LIMITATIONS ON LIABILITY, THE ABOVE LIMITATION ONLY APPLIES
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TO YOU TO THE EXTENT THAT THE EXCLUSIONS OF DAMAGES OR LIMITATIONS ON
LIABILITY ARE NOT PROHIBITED UNDER APPLICABLE LAW.
27. DISPUTE RESOLUTION, ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER
You agree to resolve certain disputes with Zoom through binding arbitration
(“Arbitration Agreement”). Arbitration means that an arbitrator, and not a judge or a
jury, will decide the dispute. The parties expressly waive the right to bring or
participate in any kind of class, collective, or mass action, private attorney general
action, or any other representative action. This Arbitration Agreement supersedes all
prior versions.
27.1 Covered Disputes. You and Zoom agree that any dispute or claim between you and
Zoom arising out of or relating to this Agreement or the Services (a “Dispute”), including
any related software, hardware, integrations, advertising or marketing communications,
your account, or any aspects of your relationship or transactions with Zoom, will be
resolved by binding arbitration, rather than in court. For purposes of this Arbitration
Agreement, a Dispute will also include disputes that arose or involve facts o ccurring
before the existence of this or any prior versions of this Agreement as well as claims that
may arise after the termination of this Agreement. LAWSUITS AND ARBITRATIONS HAVE
BEEN FILED, OR MAY BE FILED IN THE FUTURE, WHICH COULD AFFECT YOU. YOUR
AGREEMENT TO THIS ARBITRATION AGREEMENT COULD AFFECT YOUR PARTICIPATION
IN THOSE ACTIONS.
27.2 Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration
of the following types of claims brought by either you or Zoom: (i) small claims court
actions, if the requirements of the court are met and the claims are only on an individual
basis; and (ii) claims pertaining to intellectual property rights, including trademarks,
trade dress, domain names, trade secrets, copyrights and patents.
27.3 Informal Dispute Resolution First. We want to address any Disputes without
needing arbitration. If you have a Dispute with Zoom, prior to initiating arbitration, you
agree to mail an individualized request (“Pre-Arbitration Demand”) to ATTN: Litigation
Department, Zoom Video Communications, Inc., 55 Almaden Blvd., San Jose, CA 95113
so that we can work together to resolve the Dispute. A Pre -Arbitration Demand is only
valid when it pertains to, and is on behalf of, a single individu al. A Pre-Arbitration
Demand brought on behalf of multiple individuals is invalid as to all. The Pre-Arbitration
Demand must include: (i) your name, telephone number, mailing address, and email
address associated with your account; (ii) the name, telephone number, mailing address
and email address of your counsel, if any; (iii) a description of your Dispute; and (iv) your
signature. Likewise, if Zoom has a Dispute with you, Zoom will send an email with its
individualized Pre-Arbitration Demand, including the requirements listed above, to the
email address associated with your Zoom account. If the Dispute is not resolved within
sixty (60) calendar days of when either you or Zoom submitted a Pre-Arbitration
Demand, an arbitration can be brought. If you or Zoom have a Dispute invol ving claims
under the exception to arbitration in Section 27.2(2), then this Section 27.3 does not
apply to such Dispute. You agree that compliance with this Section 27.3 is a condition
precedent to commencing arbitration, and that the arbitrator shall dis miss any
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arbitration filed without fully and completely complying with these informal dispute
resolution procedures.
27.4 Arbitration Procedure. If, after completing the informal dispute resolution process
set out in Section 27.3, either you or Zoom wishes to initiate arbitration, the initiating
party must serve the other party with a demand for arbitration. Any demand for
arbitration by you shall be sent to the Zoom Litigation Department address in Section
27.3. Zoom will send any arbitration demand to the email address associated with your
Zoom account or to your counsel, if any. You and Zoom agree that the Federal
Arbitration Act (“FAA”) governs this Arbitration Agreement. If the FAA cannot apply for
whatever reason, then the state laws governing arbitration procedures where you
reside apply.
The applicable arbitration provider depends on where you live. If you are a California
resident, the arbitration shall be administered by ADR Services, Inc. (“ADR Services”)
under its Arbitration Rules, available at https://www.adrservices.com/services-
2/arbitration-rules. If you are not a California resident, the arbitration shall be
administered by National Arbitration and Mediation (“NAM”) under its operative
Comprehensive Dispute Resolution Rules and Procedures, available
at https://www.namadr.com/resources/rules-fees-forms. This Agreement will govern
to the extent it conflicts with the arbitration provider’s rules. If the applicable arbitration
provider is not available to arbitrate, the parties will select an alternative arbitration
provider. If the parties cannot agree on an appropriate alternative arbitration provider,
then the parties will ask a court of competent jurisdiction to appoint an arbitrator
pursuant to 9 U.S.C. § 5. To the extent there is a dispute over which arbitration provider
has jurisdiction, a NAM arbitrator shall be appointed to resolve that dispute.
Arbitration hearings will take place through videoconferencing by default, unless you
and Zoom agree upon another location in writing. A single arbitrator will be appointed.
The arbitrator may award damages, declaratory or injunctive relief, and recoverable
costs. Any arbitration award may be enforced (such as through a judgment) in any court
with jurisdiction. An arbitration award shall have no preclusive effect in another
arbitration or court proceeding involving Zoom and a different individual. The arbit rator
shall have the exclusive authority to resolve all threshold arbitrability issues, including
whether this Agreement is applicable, unconscionable, or enforceable, as well as any
defense to arbitration. However, a court has exclusive authority to rule on the Mass
Action Waiver in Section 27.6, including any claim that the section is unenforceable,
illegal, void or voidable, or that it has been breached.
If a request to proceed in small claims court (see Section 27.2(1)), is made after an
arbitration has been initiated, but before an arbitrator has been appointed, such
arbitration shall be administratively closed. Any controversy over the small claims
court’s jurisdiction shall be determined by the small claims court. If you or Zoom
challenges the small claims court election in your Dispute, and a court of competent
jurisdiction determines that the small claims court election is unenforceable, then such
election shall be severed from this Arbitration Agreement as to your Dispute. However,
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such court determination shall have no preclusive effect in another arbitration or court
proceeding involving Zoom and a different individual.
27.5 Jury Trial Waiver. You and Zoom hereby waive any constitutional and statutory
rights to sue in court and have a trial in front of a judge or a jury. You and Zoom are
instead electing that all Disputes shall be resolved by arbitration under this Arbitration
Agreement, except as specified in Section 27.2 above. Court review of an arbitration
award is subject to very limited review. Discovery may be limited in arbitration, and
procedures are more streamlined than in court.
27.6 Mass Action Waiver. You and Zoom agree that, except as specified in Section 27.7
below, each of us may bring claims against the other only on an individual basis and
not on a class, collective, representative, or mass action basis, and the parties hereby
waive all rights to have any Dispute be brought, heard, administered, resolved, or
arbitrated on a class, collective, representative, or mass action basis. Subject to this
Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in
favor of the individual party seeking relief and only to the extent necessary to provide
relief warranted by the party’s individual claim. Notwithstanding anything to the
contrary in this Arbitration Agreement, if a court decides by means of a fin al decision,
not subject to any further appeal or recourse, that the limitations of this Section 27.6
are invalid or unenforceable as to a particular claim or request for relief (such as a
request for public injunctive relief), you and Zoom agree that that particular claim or
request for relief (and only that particular claim or request for relief) shall be severed
from the arbitration and shall be pursued in the state or federal courts located in San
Jose, California. This subsection does not prevent you o r Zoom from participating in a
class-wide settlement of claims.
27.7 Bellwether Arbitrations. To increase the efficiency of administration and
resolution of arbitrations, you and Zoom agree that if there are fifty (50) or more
individual arbitration demands of a substantially similar nature brought against either
party by or with the assistance of the same law firm, group of law firms, or organizations
within a one hundred and eighty (180) day period (“Mass Filing”), the parties shall select
sixteen (16) individual arbitration demands (eight (8) per side) for arbitration to proceed
(“Bellwether Arbitrations”). Only those sixteen (16) arbitration demands shall be filed
with the arbitration provider, and the parties shall hold in abeyance, and not file, the
non-Bellwether Arbitrations. Zoom will pay the arbitration provider’s costs for the
sixteen (16) Bellwether Arbitrations. The statutes of limitation, including the
requirement to file within one (1) year in Section 27.10 below, shall remain tolled when
non-Bellwether arbitration demands are held in abeyance. While the Bellwether
Arbitrations are adjudicated, no other demand for arbitration that is part of the Mass
Filing may be processed, administrated, or adjudicated, and no filing or other
administrative costs for such a demand for arbitration shall be due from either party to
the arbitration provider. If, contrary to this provision, a party prematurely files non -
Bellwether Arbitrations with the arbitration provider, the parties agree that the
arbitration provider shall hold those demands in abeyance.
All parties agree that arbitration demands are of a “substantially similar nature” if they
arise out of or relate to the same event or factual scenario and raise the same or similar
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legal issues and seek the same or similar relief. Any party may request that the
arbitration provider appoint a sole standing administrative arbitrator (“Administrative
Arbitrator”) to determine threshold questions such as (i) whether the Bellwether
Arbitration process is applicable or enforceable, (ii) whether particular demand(s) are
part of a Mass Filing, and (iii) whether demands within a Mass Filing were filed in
accordance with this Agreement, including Section 27.3. In an effort to expedite
resolution of any such dispute by the Administrative Arbitrator, the parties agree that
the Administrative Arbitrator may set forth such procedures as are necessary to resolve
any disputes promptly. The Administrative Arbitrator’s costs shall be paid by Zoom.
The parties shall work in good faith with the arbitrator to complete each Bellwether
Arbitration within one hundred and twenty (120) calendar days of its initial pre -hearing
conference. The parties agree that the Bellwether Arbitration process is designed to
achieve an overall faster, more efficient, and less costly mechanism for resolving Mass
Filings, including the claims of individuals who are not selected for a Bellwether
Arbitration.
Following resolution of the Bellwether Arbitrations, the parties agree to engage in a
global mediation of all remaining arbitration demands comprising the Mass Filing
(“Global Mediation”). The Global Mediation shall be administered by the arbitration
provider administering the Bellwether Arbitrations. If the parties are unable to resolve
the remaining demands for arbitration comprising the Mass Filing within thirty (30)
calendar days following the mediation, the remaining demands for arbitration
comprising the Mass Filing shall be filed and administered by the arbitration provider on
an individual basis pursuant to the arbitration provider’s rules, unless the parties
mutually agree otherwise in writing. Any party may request that the arbitration provider
appoint an Administrative Arbitrator to determine threshold questions regarding the
newly filed demands.
The parties agree to cooperate in good faith with the arbitration provider to implement
the Bellwether Arbitration process, including the payment of filing and administrative
costs for the Bellwether Arbitrations, deferring any filing costs associated with the non-
Bellwether Arbitration Mass Filings until the Bellwether Arbitrations and subsequent
Global Mediation have concluded, and cooperate on any steps to minimize the time and
costs of arbitration, which may include: (i) the appointment of a discovery special master
to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of
an expedited calendar of the arbitration proceedings. This Bellwether Arbitration
provision shall in no way be interpreted as authorizing a class, collective, or mass action
of any kind, or an arbitration involving joint or consolidated claims under any
circumstances, except as expressly set forth in this provision. The statutes of limitation
applicable to each arbitration demand within a Mass Filing, including the requirement
to file within one (1) year in Section 27.10 below, shall remain tolled from the time a
party makes a Pre-Arbitration Demand to the time when that party files the arbitration
demand with the arbitration provider.
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27.8 Settlement Offers and Offers of Judgment. At least ten (10) calendar days before
the date set for the arbitration hearing, you or Zoom may serve a written offer of
judgment upon the other party to allow judgment on specified terms. If the offer is
accepted, the offer with proof of acceptance shall be submitted to the arbitration
provider, who shall enter judgment accordingly. If the offer is not accepted prior to the
arbitration hearing or within thirty (30) calendar days after it is made, whichever occurs
first, it shall be deemed withdrawn, and cannot be given as evidence in the arbitration.
If an offer made by one party is not accepted by the other party, and the other party
fails to obtain a more favorable award, the other party shall not recover their post -offer
costs and shall pay the offering party’s costs from the time of the offer (which, solely for
purposes of offers of judgment, may include reasonable attorneys’ fees to the extent
they are recoverable by statute, in an amount not to exceed the damages awarded ).
The parties agree that any disputes with respect to settlement offer(s) or offer(s) of
judgment in a Mass Filing are to be resolved by a single arbitrator to the extent such
offers contain the same material terms. For arbitrations involving represented par ties,
the represented parties’ attorneys agree to communicate individual settlement offer(s)
or offer(s) of judgment to each and every arbitration claimant or respondent to whom
such offers are extended.
27.9 Arbitration Costs. Except as provided for in a Mass Filing (see Section 27.7), your
responsibility to pay any filing, administrative, and arbitrator costs will be solely as set
forth in the applicable arbitration provider’s rules. If you have a gross monthly income
of less than 300% of the federal poverty guidelines, you may be entitled to a waiver of
certain arbitration costs.
27.10 Requirement to File Within One Year. To the extent permitted by applicable Law,
and notwithstanding any other statute of limitations, any claim or cause of action under
this Agreement (with the exception of disputes under Section 27.2(2)) must be filed
within one (1) year after such claim or cause of action arose, or else that claim or cause
of action will be permanently barred. The statute of limitations and any arbitration cost
deadlines shall be tolled while the parties engage in the informal dispu te resolution
process required by Section 27.3 above.
27.11 Opt-Out. You may reject this Arbitration Agreement and opt out of arbitration by
sending an email to opt-out@zoom.us within (i) thirty (30) calendar days of April 1, 2023
if you are an existing user, or (ii) thirty (30) calendar days of the date you created your
account if you are a new user. Your opt-out notice must be individualized and must be
sent from the email address associated with your individual Zoom account. An opt -out
notice that purports to opt out multiple parties will be invalid as to a ll such parties. No
individual (or their agent or representative) may effectuate an opt out on behalf of other
individuals. Your notice to opt-out must include your first and last name, address, the
email address associated with your Zoom account, and an unequivocal statement that
you decline this Arbitration Agreement. If you do decide to opt out, that opt out will
apply to this Arbitration Agreement and all previous versions thereof, and neither party
will have the right to compel the other to arbitrate any Dispute. However, all other parts
of this Arbitration Agreement will continue to apply to you, and opting out of this
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Arbitration Agreement has no effect on any other arbitration agreements that you may
enter into in the future with us.
27.12 Severability. Except as provided in Section 27.6 above, if any provision of this
Arbitration Agreement is found to be illegal or unenforceable, then that provision will
be severed; however, the remaining provisions shall still apply and shall be interpreted
to achieve the closest possible intent to the original intent of this section, inclusive of
the severed provision.
28. ANONYMIZED AND AGGREGATED DATA
You agree that Zoom may obtain and aggregate technical and other data about your and
your End Users use of the Services and Software on a de-identified or anonymized basis
(“Aggregated Anonymous Data”), and Zoom may use the Aggregated Anonymous Data
in accordance with applicable Law, including to analyze, develop, improve, support, and
operate the Services and Software provided to you or other unrelated customers, during
and after the term of this Agreement, including to generate industry benchmarks or best
practices guidance, recommendations, or similar reports.
29. US STATE LAW PRIVACY ADDENDUM
Where we process your personal data, personal information, or personally identifiable
information in the provision of Services to you, you acknowledge that Zoom is acting on
your behalf and you determine the means and purposes of the processing.
If you are (i) a “business” and we process “personal information” (as those terms are
defined by the California Consumer Privacy Act of 2018, as amended by the California
Privacy Rights Act of 2020) on your behalf, (ii) a “controller” and we process “personal
data” (as those terms are defined by other applicable US state data privacy Laws) on
your behalf, or (iii) you meet both criteria set out in (i) and (ii), then our US State Law
Privacy Addendum is incorporated herein by reference and applies to our “processing”
of your “personal information” and “personal data” (as those terms are defined under
the aforementioned Laws).
30. U.S. FEDERAL GOVERNMENT AND OTHER GOVERNMENT USERS
This Section 30 applies if you are a governmental or public entity, including the U.S.
federal government or any agency or instrument of any federal, state, or local
governmental entity. The Software is “commercial computer software” and the Services
are “commercial services,” as defined at 48 C.F.R. § 2.101, and constitute “commercial
computer software,” as defined in 48 C.F.R. § 252.227-7014(a)(1) and as used in 48
C.F.R. §§ 12.212 and 227.7202. This commercial computer software and related
Documentation is provided to you and your End Users for use, by you and on your
behalf, with only those rights as are granted to all other end users pursuant to the terms
and conditions herein. This Agreement, including (by way of example only) Sections 12.3
Changes to Pricing; 12.7 Termination or Suspension for Nonpayment; 14 Term,
Termination and Suspension; 15 Modifications to this Agreement; 25 Indemnification;
27 Dispute Resolution, Arbitration Agreement, and Class Action Waiver; 33.3 Governing
Law; Jurisdiction and Venue, apply to you except to the limited extent you are prohibited
by applicable Laws of your jurisdiction from accepting such terms. If and to the extent
36
any provision of this Agreement is so prohibited, such provision will be deemed modified
only to the extent reasonably necessary to conform to applicable Law, but to give
maximum effect to this Agreement and the applicable terms as written.
31. POLICIES; DATA PROCESSING ADDENDUM
31.1 Privacy Statement. You consent to and agree to our Privacy Statement, and you
are on notice of and acknowledge that our collection, sharing, and processing (which
may include organizing, structuring, storing, using, or disclosing) of your personal data
will be subject to our Privacy Statement and, if applicable, our Global Data Processing
Addendum and US State Law Privacy Addendum.
31.2 Guides, Notices, and Other Policies. You consent to and agree to our applicable
guides, statements, notices, and policies located at zoom.us/legal, including our Zoom
Phone Acceptable Use Policy, Zoom Phone Numbering Policy, Acceptable Use
Guidelines, 911 U.S. Notice, 911 Canada Notice, EU Emergency Calling Notice,
and Government Requests Guide, and you are on notice of and acknowledge that use
of the Services by you or your End Users is subject to these guides, notices, and policies.
31.3 Data Processing Addendum. If you are a business, enterprise, or education account
owner and your use of the Services requires Zoom to process an End User’s personal
data under a data processing agreement, Zoom will process such personal data subject
to Zoom’s Global Data Processing Addendum.
32. MARKETING
You grant Zoom permission and the right to (i) identify you as a customer and to use
your logo across Zoom marketing materials (e.g., the Zoom Website, emails,
presentations, brochures), and (ii) develop content around your experience as a Zoom
customer (e.g., a written case study or video case study). Any content created under the
foregoing clause (ii) of this Section 32 will be created in cooperation with you and used
only upon your written approval. Zoom will use any trademarks provided by you
pursuant to clause (i) of this Section 32 in accordance with any reasonable brand
guidelines that you provide to us in writing prior to our use.
33. MISCELLANEOUS
33.1 Assignment; Successors and Assigns. You may not assign your rights or transfer
any of your obligations under this Agreement without our prior express written consent.
Any purported assignment or transfer in violation of this section is null and void. We
may assign our rights or transfer any or all of our obligations under this Agreement at
any time, without prior notice to you, (i) in the event of a merger, acquisition, or sale of
all or substantially all of our assets, or (ii) to our affiliate. This Agreement is binding upon,
and inures to the benefit of, the parties and their respective permitted successors and
assigns.
33.2 Contracting Entity. If your Zoom account reflects a bill to or sold to address in India,
the contracting entity under this Agreement shall be Zoom’s affiliate, ZVC India Pvt. Ltd.
33.3 Governing Law; Jurisdiction; and Venue. The laws of the State of California, U.S.A.,
regardless of conflict of laws principles, govern all matters arising out of or relating to
this Agreement, including its interpretation, construction, performance, and
enforcement, except that the Federal Arbitration Act governs provisions relating to
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arbitration. Except as otherwise provided in Section 27, the parties consent to the
exclusive jurisdiction and venue of the state courts located in and serving Santa Clara
County, California, and the federal courts in the Northern District of California.
Notwithstanding the above, you and Zoom agree that this paragraph does not preclude
either you or us from initiating any proceedings (including nullity proceedings) before
the United States Patent Trial and Appeal Board (PTAB), United States Trademark Trial
and Appeal Boards (TTAB), the United States Patent and Trademark Office (PTO), the
United States Copyright Office, or any foreign patent, trademark, or copyright office, as
long as any such proceeding relates to the validity, enforceability, or unenforcea bility of
any copyright, patent, trademark, or other intellectual property right owned or assigned
to either you or Zoom. If you are acting as a consumer under this Agreement and are
domiciled in a Member State of the European Union or the European Economic Area, or
in the United Kingdom, the foregoing choice of governing law will not deprive you of the
protection afforded to you by provisions that cannot be derogated from by agreement
by virtue of the Laws applicable to you where you habitually reside.
33.4 Language and Translations. All notices and communications under this Agreement
must be provided in the English language. If we provide a translation of the English -
language version of this Agreement, then the English -language version of this
Agreement controls in the event of conflict or inconsistency.
33.5 Merger; Integration. This Agreement constitutes and embodies the final
agreement between you and Zoom and contains the complete and exclusive expression
of your and our agreement pertaining to its subject matter. All prior or
contemporaneous writings, negotiations, and discussions between you and Zoom
regarding the subject matter hereof are expressly merged into and superseded by this
Agreement. We expressly object to and do not agree to any terms and conditions
presented by you that are in addition to or different from those contained in this
Agreement or an Order Form. You acknowledge that no terms and conditions presented
by you that purport to add to, modify, or vary the terms and conditions of this
Agreement or an Order Form will be binding on us, including (i) text or information set
forth on any purchase order, email correspondence, invoice or invoice process, or
preprinted form, or (ii) terms and conditions of any request for proposal, request for
bid, request for information, or questionnaire. In entering into this Agreement, neither
you nor Zoom has relied upon any statement, representation, warranty, or agreement
of the other party except to the extent expressly contained in this Agreement.
33.6 No Agency Relationship. Zoom and you are independent contractors and do not
intend to create an express or implied agency relationship by entering into this
Agreement, whether arising under federal or state common law of agency.
33.7 No Third-Party Rights or Remedies. This Agreement does not and is not intended
to confer any enforceable rights or remedies upon any person other than Zoom and you.
33.8 Notice. We may give notice to you by (i) electronic mail to your email address on
record in your account information, (ii) written communication sent by letter delivered
by a nationally recognized overnight delivery service, or (iii) first-class postage prepaid
mail to your address on record in your account information. You are responsible for
ensuring that your email address and property address on record are current. You agree
38
that any notice sent to the then-current email or property address in our systems is
adequate and binding notice upon you. You will provide notice to us (such notice is
deemed given when received by Zoom) by letter delivered by a nationally recognized
overnight delivery service or first-class postage prepaid mail to Zoom at “Attention
Legal Dept., Zoom Video Communications, Inc., 55 Almaden Blvd, San Jose, CA, 95113,
Suite 600, USA.”
33.9 Severability. If any provision of this Agreement is determined to be invalid, illegal,
or unenforceable, the validity, legality, and enforceability of the remaining provisions of
this Agreement are not affected or impaired in any way. You and Zoom intend that any
invalid, illegal, or unenforceable portions of this Agreement will be interpreted to
provide the greatest effect and intent of the original. If a construction of the invalid,
illegal, or unenforceable portion is not possible, the invalid, illegal, or unenforceable
portion will be severed from this Agreement and the rest of this Agreement will remain
in full force and effect.
33.10 Survival. All sections of this Agreement which, by their nature should survive
termination or expiration, will survive, including sections pertaining to confidential
information, Zoom’s Proprietary Rights, license rights granted by you to Zoom, payment
obligations, warranty disclaimers, indemnification, arbitration, and the limitation on
liability.
33.11 Waiver. Zoom’s failure to exercise any right or enforce any condition or provision
under this Agreement does not operate as a current or future waiver. For any waiver to
be effective against us, the waiver must be in a writing signed by Zoom’s duly authorized
representative.
33.12 Interpretation. Any heading, caption, or section title contained herein is for
convenience only, and in no way defines or explains any section or provision. All terms
defined in the singular will have the same meanings when used in the plural and vice
versa, where appropriate and unless otherwise specified. Any use of the term “e.g.” or
“including” or variations thereof in this Agreement will be construed as if followed by
the phrase “without limitation.”
34. DEFINITIONS
The following definitions apply to this Agreement. Service-specific definitions are
located in the Zoom Services Description.
“Customer Data” means information provided to Zoom so that Zoom can fulfill the
terms of this Agreement and provide access to the Services (e.g., company name, billing
address, taxpayer ID number, VAT registration number, contact name and information).
“End User” means a Host or Participant who uses the Services.
“Host” has the meaning given in the Zoom Services Description.
“Initial Subscription Term” means the initial subscription term for a Service as specified
in an Order Form.
“Law” means all U.S. or non-U.S. national, regional, state, provincial or local law, statute,
rule, regulation, ordinance, administrative ruling, judgment, decree, order, directive, or
policy applicable to Zoom’s provision of and your use of the Services or So ftware.
“Meeting” has the meaning in the Zoom Services Description.
“Participant” has the meaning in the Zoom Services Description.
39
“Phone Host” has the meaning in the Zoom Service Description.
“Proprietary Rights” means any copyright, patent, trade secret, know-how, trademark,
servicemark, trade name, rights of publicity, or other intellectual property or proprietary
rights.
“Renewal Term” means the renewal subscription term for a Service commencing after
the Initial Subscription Term or another Renewal Term as specified in an Order Form.
“Services” means (i) any services described in the Services Description and made
available to you as set forth in an Order Form that references this Agreement, (ii) any
free services provided by Zoom to you, in its sole discretion, in connection with this
Agreement and whether or not described in the Services Description, (iii) any support
services provided by Zoom to you in accordance with our then-current Documentation,
an Order Form that references this Agreement, or both, and (iv) the Zoom Website,
including any access to or use of the Zoom Web-based Application.
“Taxes and Fees” means all applicable sales, use, environmental or regulatory taxes
(including VAT), fees, tariffs, duties (including customs duties), or other charges,
surcharges or assessments of similar nature (including any penalty or interest payable
in connection with any failure to pay or any delay in paying any of the foregoing) levied
on or otherwise associated with the provision of the Services to you or your use thereof
(exclusive of any income tax imposed on Zoom).
“VAT” means any value added tax, and any other tax of a similar nature, whether
imposed in a Member State of the European Union in substitution for, or levied in
addition to, such tax, or imposed elsewhere, any Goods and Services Tax, PIS/COFINS,
any similar indirect Tax or any Tax analogous thereto imposed in connection with, or
otherwise relating to, the Services rendered by Zoom to you.
“Zoom Web-based Application” means Zoom’s web client available through the Zoom
Website that allows you and End Users to join a Meeting in a web browser without
downloading any plugins or software.
“Zoom Website” means Zoom’s website located at https://zoom.us/ or such other
website as Zoom may maintain from time to time.
Terms of Service Update Notes:
Updates to Section 10 to clarify Zoom’s data usage practices, narrow the scope of Zoom’s licenses
and clarify that Zoom does not use audio, video or chat Customer Content to train its artificial
intelligence models.
40
Document Number
FEI/EIN Number
Date Filed
State
Status
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Profit Corporation
CARAHSOFT TECHNOLOGY CORP.
Filing Information
F09000000081
52-2189693
01/05/2009
MD
ACTIVE
Principal Address
11493 SUNSET HILLS RD
Suite 100
RESTON, VA 20190
Changed: 01/31/2020
Mailing Address
11493 SUNSET HILLS RD
Suite 100
RESTON, VA 20190
Changed: 01/31/2020
Registered Agent Name & Address
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE, FL 32301
Name Changed: 11/28/2011
Address Changed: 11/28/2011
Officer/Director Detail
Name & Address
Title Secretary
Smith, Kristina
11493 SUNSET HILLS RD
Suite 100
RESTON, VA 20190
D C Florida Department of State
4/29/24, 12:10 PM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CARAHS…1/341
Title Treasurer
Szczepanek, Jillian
11493 SUNSET HILLS RD
Suite 100
RESTON, VA 20190
Title President
ABOD, CRAIG P.
11493 SUNSET HILLS RD
Suite 100
RESTON, VA 20190
Title Director
MOORE, ROBERT
11493 SUNSET HILLS RD
Suite 100
RESTON, VA 20190
Annual Reports
Report Year Filed Date
2022 04/19/2022
2023 03/21/2023
2024 02/05/2024
Document Images
02/05/2024 -- ANNUAL REPORT View image in PDF format
03/21/2023 -- ANNUAL REPORT View image in PDF format
04/19/2022 -- ANNUAL REPORT View image in PDF format
06/04/2021 -- AMENDED ANNUAL REPORT View image in PDF format
04/23/2021 -- ANNUAL REPORT View image in PDF format
01/31/2020 -- ANNUAL REPORT View image in PDF format
01/16/2019 -- ANNUAL REPORT View image in PDF format
01/04/2018 -- ANNUAL REPORT View image in PDF format
04/12/2017 -- ANNUAL REPORT View image in PDF format
04/06/2016 -- ANNUAL REPORT View image in PDF format
05/13/2015 -- AMENDED ANNUAL REPORT View image in PDF format
04/28/2015 -- ANNUAL REPORT View image in PDF format
04/24/2014 -- ANNUAL REPORT View image in PDF format
04/22/2013 -- ANNUAL REPORT View image in PDF format
03/19/2012 -- ANNUAL REPORT View image in PDF format
11/28/2011 -- Reg. Agent Change View image in PDF format
02/15/2011 -- ANNUAL REPORT View image in PDF format
03/10/2010 -- ANNUAL REPORT View image in PDF format
01/05/2009 -- Foreign Profit View image in PDF format
4/29/24, 12:10 PM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CARAHS…2/342
Florida Department of State, Division of Corporations
4/29/24, 12:10 PM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CARAHS…3/343
11493 SUNSET HILLS RD
SUITE 100
RESTON, VA 20190
Current Principal Place of Business:
Current Mailing Address:
11493 SUNSET HILLS RD
SUITE 100
RESTON, VA 20190 US
Entity Name: CARAHSOFT TECHNOLOGY CORP.
DOCUMENT# F09000000081
FEI Number: 52-2189693 Certificate of Status Desired:
Name and Address of Current Registered Agent:
CORPORATION SERVICE COMPANY
1201 HAYS STREET
TALLAHASSEE, FL 32301 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Officer/Director Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Officer/Director Detail Date
FILED
Feb 05, 2024
Secretary of State
9864768625CC
KRISTINA SMITH SECRETARY 02/05/2024
2024 FOREIGN PROFIT CORPORATION ANNUAL REPORT
No
Title SECRETARY
Name SMITH, KRISTINA
Address 11493 SUNSET HILLS RD
SUITE 100
City-State-Zip:RESTON VA 20190
Title PRESIDENT
Name ABOD, CRAIG P.
Address 11493 SUNSET HILLS RD
SUITE 100
City-State-Zip:RESTON VA 20190
Title TREASURER
Name SZCZEPANEK, JILLIAN
Address 11493 SUNSET HILLS RD
SUITE 100
City-State-Zip:RESTON VA 20190
Title DIRECTOR
Name MOORE, ROBERT
Address 11493 SUNSET HILLS RD
SUITE 100
City-State-Zip:RESTON VA 20190
44
STAY CONNECTED, STAY AHEAD
SOLUTION &
PRICING
PROPOSAL
Prepared for City of South Miami
45
CALLTOWER’S PARTNERSHIPS. WHICH SOLUTION FITS BEST?
CALLTOWER’S CUSTOMERS
Anthony Lopez, Tourneau,
Senior Director of Technology
To replace our current system would have been $300,000 CapEx plus
we were spending $25,000 monthly on calling plans. With CallTower,
we invested $15,000 on our monthly recurring license model.
www.calltower.com sales@calltower.com (800) 347-5444
SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
46
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
Summary Service Order
Description Monthly
Recurring Non Recurring
Company Wide Services $0.00 $503.35
Main $2,438.95 $0.00
Term:Total MRC Total NRC
36 Months $2,438.95 $503.35
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 1 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
47
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
Company Wide Services Service Order
Description Qty Price Monthly
Recurring Non Recurring
Implementation Charge 1 $0.00 $0.00 $1,495.00
NRC Discount 100 % $1,495.00
MS Teams OC DID Assignment Professional Service 1 $0.00 $0.00 $149.95
MS Teams OC Auto Attendant Professional Services 1 $0.00 $0.00 $150.00
MS Teams OC Call Queue Professional Services 1 $0.00 $0.00 $49.95
DID Activation/Port Fee 155 $0.00 $0.00 $765.70
NRC Discount 80 % $612.25
Term:Total MRC Total NRC
36 Months $0.00 $503.35
Q 2 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
48
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
Main Service Order
Description Qty Price Monthly
Recurring Non Recurring
E911 Surcharge 155 $0.69 $106.95 $0.00
Microsoft Phone Standard for GCC 155 $8.00 $1,240.00 $1,395.00
NRC Discount 100 % $1,395.00
MS Teams OC Unlimited 155 $7.95 $1,232.25 $1,367.10
MRC Discount 12 % $0.95 $147.25
NRC Discount 100 % $1,367.10
MS Teams OC AA or CQ (Resource Account Calling
Plan) Unlimited
1 $7.95 $7.95 $0.00
MRC Discount 12 % $0.95 $0.95
Term:Total MRC Total NRC
36 Months $2,438.95 $0.00
Q 3 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
49
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
SELECTED ITEM DESCRIPTIONS
Outbound International Rates can be found at
https://info.calltower.com/hubfs/CallTower%20International%20DID.pdf
International In Country Rates can be found at
https://info.calltower.com/hubfs/CallTowerInCountryRateDeck.pdf
DID Activation/Port Fee
Fee to port and/or order new US domestic numbers
E911 Surcharge
E911 Surcharge
Implementation Charge
This is a personalized implementation service. CallTower tailors your system and helps you configure
features important to you. The service includes: Tenant Setup, User Setup, Device Provisioning,
Dedicated Implementation Manager & Additional Technical Resources if needed, Project Meetings, Porting
Management, and Circuit Ordering. Additional charges may apply for professional services which may
include custom scripts, engineering support, etc.
MS Teams OC AA or CQ (Resource Account Calling Plan) Unlimited
Per Auto Attendant or per Call Queue fee Includes inbound DID usage. Toll free inbound available at
additional charge. Does not include tenant configuration. CallTower requires a SFB and Teams
Administrator Service Account.
MS Teams OC Auto Attendant Professional Services
Professional service fee charged per auto attendant. CallTower requires a SFB and Teams Administrator
Service Account.
MS Teams OC Call Queue Professional Services
Professional service fee charged per call queue. CallTower requires a SFB and Teams Administrator
Service Account.
MS Teams OC DID Assignment Professional Service
Professional Service fee per location for setting DID/Phone assignment by CallTower. Customer must
provide a spreadsheet for use by engineers. CallTower requires a SFB and Teams Administrator Service
Account. This is a onetime event. Additional batches for the location will incur additional fees.
MS Teams OC Unlimited
Per user fee for MS Teams Operator Connect. Includes a US DID and unlimited US/CAN calling; for Calling
plan users in Canada, a Canadian DID is required (not included). Calling plan requires the Phone System
and Audio Conferencing with all Office 365 license excluding the Microsoft Office 365 E5 license. Access to
international calling per CallTower's international rate plan. THIS SKU CANNOT BE COMBINED WITH
METERED USAGE WITHIN THE SAME CALLTOWER CUSTOMER. THIS SKU CAN ONLY BE USED
FOR CUSTOMERS WITH 50+ TOTAL SEATS.
Q 4 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
50
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
Service Agreement
This Services Agreement (the "Agreement") between CallTower, Inc. ("CallTower"), a Delaware corporation with its principal place of business
located at 10701 S River Front Pkwy, South Jordan, UT 84095, and City of South Miami (the "Customer"), a Florida
_________________________ (Business Definition) with its principal place of business located at 6130 Sunset Drive South Miami, FL 33143,
(the full location), is entered into as of the 15th day of February, 2024 (the "Effective Date").
WHEREAS: CallTower provides Unified Communications as a Service and is committed to support its customers with the best technology, people,
and communications solutions available.
WHEREAS: Customer desires to subscribe to the services offered by CallTower:
NOW THEREFORE, the parties agree as follows:
1. The following definitions shall apply to this Agreement:
1.1. Services: Services refer to the range of communications applications delivered by CallTower commonly referred to as Unified
Communications.
1.2. Service Order: Service Order is a document that specifies a collection of Services to be delivered to Customer's specific location or
locations, or to specific users, and may be adjusted from time to time as the Customer's contracted Services increase or decrease.
Service Orders are provided as attachments to this Agreement.
1.3. Installation Date: Installation Date refers to the date that is targeted by CallTower and Customer for which Services are to be
activated.
1.4. Activation Date: Activation Date is the date on which Services in the Service Order are substantially ready for activation and is
independent of number porting, unless otherwise agreed to by CallTower and Customer. Service Orders may have or specify
varying Activation Dates with the exception of Cisco Webex Licensing. Billing will begin on the agreed upon date between
CallTower and Customer.
2. CallTower agrees to provide to Customer the Services specified in the Service Order(s) attached hereto. Each Service Order will be
executed by the Parties and may be amended from time to time as Customer's needs change.
3. This Agreement shall apply to each Service Order and the Term specified in the Service Order shall commence on the Activation Date of the
Services (or the applicable Service) in such Service Order.
4. Billing for Services in each Service Order and any applicable fees will commence on the Activation Date(s) for such Service(s).
5. All stated Installation Dates are approximate; CallTower will not be deemed to be in default, nor shall it be liable for any damages or loss
resulting from delays in installation but will use commercially reasonable efforts to achieve the committed Installation Dates.
6. Customer will cooperate fully with CallTower, and Customer will designate CallTower or CallTower's agent to transfer service from
Customer's current vendor of telecommunications services to CallTower, including Customer's current telephone numbers, and will provide
such other network information required for CallTower to provide service to Customer. Customer will authorize CallTower as its agent for the
limited purposes of submitting the Number Portability Authorization Form on Customer's behalf and signing Customer's name on forms of
authority to Customer's current vendor of telecommunications services to transfer Customer's number to CallTower as vendor of record.
Customer must comply with all current vendor financial and other requirements necessary for porting of numbers to CallTower and is
responsible for any charges imposed by Customer's current vendor or CallTower in relation to any porting request up to four dollars and
ninetyfour cents. CallTower will use commercially reasonable efforts to port Customer's number on or before the requested cut over date
but will have no liability to Customer for any delays in porting.
7. Customer is responsible for complying with the Desktop, Hosted Exchange and Site Readiness Requirements, included in this document
and satisfying other technical requirements necessary for CallTower to deliver CallTower Services to Customer. Applicable equipment
purchases are final.
8. Customer will comply with CallTower's Terms of Use as posted on CallTower's web site. https://www.calltower.com/resourcestraining/terms
ofuseforcustomers/
9. Customer confirms the Customer representations and warranties set forth in the Terms of Use.
10. Customer acknowledges that the Terms of Use include, but are not limited to, provisions addressing Emergency Calling, Enhanced 911,
Basic 911, and Customer's responsibility in connection with Emergency Calling. CallTower disclaims any and all liability or responsibility in
the event Customerprovided registered location information is inaccurate or out of date. Customer shall indemnify and hold harmless
CallTower from any claim or action arising out of misrouting of 911 calls, including but not limited to Customer's failure to follow correct
procedures for notifying CallTower of the locations of phones for 911 calling or its providing incorrect information to CallTower.
11. The initial term of each Service Order will begin on the Activation Date(s) for the Service(s) and will continue for the period specified in the
Service Order(s). Thereafter, each Service Order shall renew automatically for successive twelve (12) month periods if not terminated or
extended by either party by written notice of nonrenewal or extension at least thirty (30) days prior to the end of the then current term. If
Customer provides such written notice of nonrenewal or extension, CallTower will continue to provide the Services until terminated by
Customer on a month to month basis at 110% of the current billing line item in effect at the end of the then current term.
12. All sales, services and use taxes which are imposed by any government entity on the fees for any of the Services (other than taxes relating
to CallTower's net income) shall be the sole responsibility of Customer, whether set forth in an invoice or not and regardless of when
imposed or assessed, and shall not be considered a part of, or an offset against, fees for the Services.
13. Either party may terminate this Agreement for cause as set forth below or without cause at any time with 30 days written notice.
14. If Customer terminates this Agreement or any Service Order without cause, Customer shall pay (i) CallTower's monthly charge for each
month through the expiration date of the last to expire of any then current Service Order in effect (the "Termination Date"), and all Service
Orders will terminate on such Termination Date and (ii) CallTower's expenses and fees associated with premature termination.
Q 5 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
51
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
15. Customer may terminate this Agreement for cause by providing CallTower written notice of termination in the event that CallTower fails to
provide Service consistent with the Service Level Agreement ("SLA") posted on CallTower's web site; provided Customer first provides
CallTower with written notice specifying the failure in Service and Service is not reestablished to the levels specified in the Service Level
Agreement within ten (10) business days of CallTower's receipt of the notice describing such failure. Notwithstanding any such termination
by Customer, Customer shall pay for all Services under all Service Orders up to the date of termination, net of any applicable service credits
as set forth in the SLA related to failure of CallTower to meet the Service levels specified in the SLA.
16. CallTower shall have the right to terminate this Agreement for cause if all fees due CallTower are not paid in full within ten (10) days after
CallTower provides Customer with written notice of nonpayment. In the event of termination of Services for cause, (i) CallTower may cease
providing any or all of the Services and (ii) Customer shall pay CallTower a lump sum, within fifteen (15) days of the effective date of
termination, equal to the sum of (A) CallTower's monthly charge for each month through the expiration date of the last to expire of any then
current Service Order in effect and (B) CallTower's expenses and fees associated with premature termination.
17. Customer grants CallTower the authorization to process payments based on the selection made in this document. If Customer does not pay
an invoice when due, CallTower may charge a late payment fee on the overdue amount equal to eighteen percent (18%) per annum or the
maximum legal rate permitted by law, whichever is less.
18. Customer can reduce Services under any Service Order at any time; however total billing for Services cannot be reduced by more than
10% in any rolling 12month period. This reduction of Service does not apply to Cisco Flex and Microsoft NCE Licensing.
19. CallTower will not be responsible for any real or reported losses incurred by Customer alleged to result from acts or omissions by CallTower
or for any indirect, incidental, consequential, special or exemplary damages. CallTower's full liability is limited to a credit based upon the
value of CallTower's Services delivered to Customer, as defined in CallTower's Service Level Agreement.
20. With the exception of CallTower's enforcement of its intellectual property rights, Customer and CallTower agree that any and all
controversies, claims, or disputes arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration in Salt
Lake City, Utah administered by the American Arbitration Association (“AAA”) and that the arbitrator will be selected in a manner consistent
with the AAA rules. Customer waives any right to participate in class action litigation or class wide arbitration as a class representative, a
class member, or in any other capacity whatsoever.
21. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives, administrators and assignees of the
parties hereto.
22. The unenforceability of any provision of this Agreement shall not impair the enforceability of any other part of this Agreement.
23. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements or understandings, whether written or oral, between the parties.
24. This Agreement shall be governed by the laws of the State of Utah (irrespective of its choice of law principles). The parties agree that the
United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
25. Customer and CallTower agree that all details of this Agreement, included but not limited to pricing, product bundles, Customer information,
and CallTower information shall be considered proprietary and confidential.
26. The relationship of CallTower and Customer is that of independent contractors. Neither party nor its employees, consultants, contractors or
agents are agents, employees, partners or joint venturers of the other party, nor do they have any authority to bind the other party by
contract or otherwise to any obligation.
27. No delay or default in performance of any obligation by either party, excepting all obligations to make payments, shall constitute a breach of
this Agreement to the extent caused by acts of God, war, government action, acts of terrorism, fire, flood, storm, explosion, earthquake or
other causes that are not foreseeable and are beyond the reasonable control of the other party.
28. The parties execute this Agreement effective as of the Effective Date.
29. CallTower is committed to maintaining the privacy of its customers. For CallTower's Customer Proprietary Network Information (CPNI) policy,
please see https://www.calltower.com/resourcestraining/customerproprietarynetworkinformationpolicy/. For information on California
Consumer Privacy Act (CCPA) certification, please see https://www.calltower.com/resourcestraining/californiaconsumerprivacyact
certification/
_________________________
CallTower Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 6 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
52
www.calltower.com sales@calltower.com (800) 347-5444
Thank you for choosing CallTower and Welcome to the CallTower family.
We want you to have a wonderful experience onboarding with CallTower.
Let’s review the next steps are for a successful implementation so everyone is on the same page.
All items below must be completed to move into implementation.
PLEASE NOTE: AN IMPLEMENTATION MANAGER WILL NOT BE ASSIGNED UNTIL THE
ITEMS BELOW ARE COMPLETE:
All documents are signed and dated
Payments terms must be filled out on the agreement.
Payment for the Deposit and NRC. An invoice for this amount will be sent by CallTower to customer.
Online questionnaire that is sent by CallTower to customer.
Contact Center form if applicable
CT Cloud Boost form if applicable
Customer Signature Date
Once all items above have been completed, CallTower will initiate implementation/onboarding
discussions within the next 2 business weeks. Our implementation timelines can vary from one
week to a few months, depending on the complexity of the implementation. We will work with your
team to implement the services in a timely and acceptable fashion.
Please begin to familiarize yourself with CallTower ’s scope of work (SOW) requirements. This SOW will
be customized based on the services that have been ordered and discussed with your assigned
Implementation Project Manager on your kickoff call.
https://www.uc.solutions/General_CallTower_Info/CallTower_Information/Scope_Of_Work_Documents
Please review CallTower ’s guidelines for porting of phone numbers. Knowledge of our process
will assist in setting the porting timelines.
https://www.uc.solutions/General_CallTower_Info/CallTower_Information/CallTower_Information_-
_DID_Porting_Timelines_And_Process
This notice has been provided to set appropriate expectations and ensure a smooth onboarding
experience. If you have any questions, please reach out to CallTower Sales Ops Team at
salesops@calltower.com.
SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
53
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
PAYMENT TERMS AND METHODS
Check Options:
____ 30 Day Payment Terms, Pay By Check or Customer Initiated ACH: NRC and 2 Month Deposit Paid
Upfront
____ 10 Day Payment Terms, Pay By Check or Customer Initiated ACH: NRC and 1 Month Deposit Paid
Upfront
Credit Card Option (Initiated by CallTower Monthly):
____ 30 Day Payment Terms, Customer Authorizes CallTower to Initiate Credit Card Payments Automatically
With The Credit Card Information Provided Below (Requires NRC's and 1 Month Deposit paid Upfront):
Credit Card Number: ________________________________________
Expiration Date: __________/__________/__________
CVE Number:______________________________________
Billing Address:________________________________________________________________________
______________________________
Signature:
______________________________
Print Name:
_________________________
Date:
ACH/ECheck Option (Initiated by CallTower Monthly):
____ 30 Day Payment Terms, Customer Authorizes CallTower to Initiate ACH/ECheck Automatically With The
ACH Information Provided in the Attachment Below (Requires NRC's Upfront and No Deposit)
MAIN CONTACT
_________________________
CallTower Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 9 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
54
Quote #1036325 Date: 02/15/2024
Exp Date: 03/16/2024
City of South Miami
NRC's And Deposit Payment Options
Check Options:
____ Customer Agrees To Pay NRC's/Deposit Via Check with 30 Days of Signature
Credit Card Options:
____ Customer Authorizes CallTower to Initiate Payment for NRC's/Deposit Using the Credit Card Information
Below:
Credit Card Number: ________________________________________
Expiration Date: __________/__________/__________
CVE Number:______________________________________
Billing Address:________________________________________________________________________
______________________________
Signature:
______________________________
Print Name:
_________________________
Date:
ACH/ECheck Option:
____ Customer Authorizes CallTower to Initiate Payment for NRC's/Deposit Using the ACH Information
Provided in the Attached Form
Tax Exemption
____ Customer is Tax Exempt and Agrees to Provide Tax Exemption Forms
Accounts Payable Contact Information:
____ Customer Elects to Receive Invoices via Email at the Email Address(s) Provided Below:
Email:__________________________________________________________________________
____ Customer Elects to Receive Invoices via Mail at the Address Provided Below:
Address:________________________________________________________________________
_________________________
CallTower Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 10 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
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Page 1 of 3
*Customer Initial: _________
ORDER FORM AND TERM PLAN Channel Mgr: AireSpring Corporate
*Quote ID#: 1124617541
*Quote Expiration: 02/13/2024
Sales Support: 844-832-8514
Email to orders@airespring.com or Fax to 888-899-2928
*Agent: Robert Plesset
*Proposal ID#: 345933 *Agent ID: KSJ0067
*OMR#: *Solutions Engineer:
*NPANXX: 305-663 *Submitted By: Erich Villapando
IMPORTANT -- ALL BOLDED FIELDS WITH AN ASTERISK (*) MUST BE COMPLETED
PHYSICAL LOCATION
*Order Type: New: Move: Upgrade: New Construction:
*Company Name:
City of South Miami
*Location Name:
6130
Existing Customer Number:
1369256 Separate bill
for this location?
*Physical Address:
6130 SUNSET DR
*Suite:
*Bldg./Fl./Rm:
*Billing Address: (if different)
On file
*City:
SOUTH MIAMI
*State:
FL
*Zip:
33143-5040
*City:
On file
MPOE: (Location in building where telephone company installs circuit. Eg. basement, telco closet)
on file
*State:
On file
Zip:
CONTACT INFORMATION
*Name Title *Phone Mobile Phone E-mail
*Customer Contact: On file
*Technical/Vendor Contact: On file
*On-Site Contact: On file
*Billing Contact: On file
Please note: $5 monthly fee per invoice will be charged
unless paperless billing is requested. If requested,
paperless billing will apply to all customer accounts.
*PAPERLESS BILLING YES NO *EMAIL ADDRESS:
(Must be provided for paperless billing)
THE FOLLOWING INITIALS & SIGNATURES ARE REQUIRED
1.) Initials on all Pages at the Bottom Left. 2.) Signature on the bottom of “Term and Usage Agreement.”
3.) If Porting Numbers, signature required on “Letter of Agency,” and current phone
bill copies are strongly recommended. 4.) New Customers – Complete and Sign “Credit Application.”
INTERNET CIRCUIT INFORMATION AND PRICING
Qty Description MRC NRC
1 Internet Fast Ethernet - 100 Mb/s Loop - Crown Castle - 3-Year Term $29.80 $0.00
1 Internet Fast Ethernet - 100 Mb/s Port - 3-Year Term $540.00 $0.00
Managed Router/Gateway Shipping & Handling (Ground Shipping): $50.00 (Expedited Shipping Additional)
For speeds above 100 Mb, if customer requires Network Address Translation (NAT) an upcharge may be applied.
If customer requires a fiber/SFP/Mini-GBIC handoff, additional equipment upgrade MRCs will apply.
DEMARC EXTENSION CHARGES
$300.00 per T1 -- includes up to 2 hours of labor and 100 feet of Cat5e cable.
Additional labor: $125.00 per hour, billed in 15 minute increments. Additional Cat5e cable: $.25 per foot.
Fiber and EOC demarc extensions – ICB pricing
INSTALL TIMEFRAMES AND EXPEDITES
Customer understands and accepts the following estimated installation timeframes:
90 days for services which utilize a Fast-E circuit, 120 days for services which utilize a Gig-E circuit, 30 days for services which utilize a
broadband, wireless or satellite circuit, or 60 days for services which utilize all other circuit types. Actual installation timelines vary by
underlying carrier and loop provider and are dependent on multiple factors, including construction requirements, availability of facilities and
other variables.
Paid Expedites: Customer may request an expedite for an additional fee. All expedites must be approved by Airespring.
NOTE: Airespring cannot ever guarantee any installation timeframes including paid expedites.
56
Page 2 of 3
*Customer Initial: _________
NOTES
In the event customer changes a scheduled due date less than six business days from the due date, customer will be assessed a rescheduling
fee. Please be advised that changes to a scheduled due date can impact service delivery timelines.
Minimum of $250 MRC per account.
SD-WAN & FIREWALL
Qty Description Unit MRC Unit NRC Total MRC Total NRC
2 Switchless High Availability - VMware Edge 610N - 3-Year Term
Supports up to [250 Mb/s] of Maximum Throughput (defined as the aggregate of all traffic flows to and from a device – Up and
Down Combined). Switchless High Availability allows for SD-WAN hardware failover without additional switches required. Not
available when Velocloud SD-WAN utilized in combination with Firewalls (Fortinet or Cisco Meraki). Does not allow continued
aggregated usage of multiple circuits in cases of Velocloud SD-WAN hardware failover.
Configurable LAN/WAN Ports: 6-Port GE, 2-Port SFP
Maximum Tunnel Scale: 50
USB Ports (3G/4G): 2 (3.0)
$0.00 $0.00 FREE $0.00
1 VMware SD-WAN - Up to 50 Mb/s of In-Tunnel Bandwidth (Up and Down Combined) - 3-Year Term
”Up and Down Combined” is the sum of the upload and download speeds of all In-Tunnel Traffic. $146.00 $0.00 $140.00 $0.00
1 AireSpring Gateway Access - 50 Mb/s - Maximum Licensed In-Tunnel Bandwidth (Up and Down Combined) -
3-Year Term $0.00 $0.00 FREE $0.00
1 IP Addresses - Gateway Access: 2 (Usable: 1) - Month-Month Term $0.00 $0.00 FREE $0.00
High Availability Edge devices include both the primary edge and a hot stand-by edge (2 devices).
If Licensed bandwidth is exceeded, AireSpring may upgrade the License to match actual usage.
*Ground Shipping & Handling: ICB - (Expedited Shipping Additional)
CLOUD COMMUNICATION SERVICES: CLOUD BUSINESS PHONE SYSTEM
Qty Description Unit MRC Unit NRC Total MRC Total NRC
155 Enterprise Seat for Softphone (Self Install) - 3-Year Term
Award winning, full featured, cloud phone system, plus our MaX UC mobile (iOS/Android) and desktop app (Mac and
PC), allowing users to collaborate with clients using HD voice, video, and instant messaging. Features include phone
twinning, visual voicemail, contact management, call management, local call recording, and multi-party call handling,
plus a Dedicated internet Fax number, allowing users to send and receive faxes via email. By selecting this option,
users will make and receive calls using MaX UC Desktop, a computer softphone app. Please be aware that a
traditional desk phone cannot be used if this option is selected.
$12.00 $0.00 $1,860.00 $0.00
1 Usage Bundle - $20 for 2,000 Outbound / Toll Free Min. $20.00 $0.00 $20.00 $0.00
Long Distance & Toll Free Rate (if no plan selected or for excess minutes): 2.500¢ International rates: Click Here
011 Calls Only: Customer is responsible for all International traffic, including fraud.
Free Local Calling (excludes Local Toll) and Free Inter-Office On-Net Calling (Free between
locations utilizing Airespring Local Network Services and Airespring assigned Local Service DIDs). Offshore rates: Click Here
Toll Free Numbers (above 50)
MRC per Number NRC per Number
$0.50 $1.00
Includes 2 Hours of Remote Configuration and Training, which should be sufficient for Standard Configurations.
Custom Configurations may take longer than the included 2 hours (Examples: Custom Auto-Attendant, Music on Hold, Multi-line Hunt Groups, Etc.)
Configurations and Training exceeding the included 2 hours will be billed at $150 per hour
Alarm Lines, Modem Lines, DSL Lines, Credit Card Processing and Elevator Lines are not supported on AireSpring’s Voice Network. Customer should utilize alternative network options for such non-
supported lines and for completion of inbound and outbound fax calls. Customer is required to identify in advance all such non-supported lines (fax, alarm, etc.) that will utilize AireSpring service.
Faxing: General, standard use faxing is supported; however VOIP (Voice over IP) services are not designed to support extremely heavy fax applications such as: fax blasting, fax aggregation systems,
continuous and consistent high volumes of faxing, or a high volume of long faxes over 10 pages. Optimal results are achieved by connecting fax lines directly to an FXS analog port on AireSpring provided
equipment. Customer may be required to make adjustments to internal wiring to connect faxes to FXS ports.
The NPA-NXX listed by location in this MSOA determines Local Number availability and portability.
If Professional Install is included with seat, all Airespring provided phones will be installed by Airespring at the Customer's site (Customer Provided Equipment will not be installed by Airespring). Only
applicable for New Orders. Professional Install is not included for seats purchased without Professional Install (Self Instal l) and is not included for other AireSpring services or equipment, but Installation
Services can be purchased for an additional fee.
Professional Install is not included for Add-On Seats for Existing Customers Accounts/Locations. Professional Install can be purchased for an additional fee for Add -On Seats.
AIRESPRING SUPPLIED IP PHONES
Qty Description Unit MRC Unit NRC Total MRC Total NRC
57
Page 3 of 3
*Customer Initial: _________
• AirePBX is only supported with Airespring supplied equipment.
• 3-year discounted phones may not exceed the number of 3-year seats selected.
• Customer may only order phones of the same brand (does not apply to conference phones)
• Unless indicated, phones do not include a power supply.
SALES TAX and OTHER SURCHARGES will be BILLED UPFRONT on any free phones.
S&H CHARGES
(Applies to All Phones)
# Of Phones Ground Shipping Additional Charges for
Expedited Shipping 1 to 3 $30.00
Above 3 $10 per phone
*Airespring Warranty (Applicable to all rentals) – Device warranty is extended for the period of the customer’s contract and is subject to AireSpring’s terms and conditions.
*Manufacturer Warranty (Applicable to all purchases) – Device warranty is covered under the manufacturer’s warranty period and is subject to AireSpring’s terms and conditions.
*PURCHASE with 3 YEAR CONTRACT – Special offer only available for new service. Add-on service requires extension of all services under contract for 3 years from date of add-on.
*Sales Tax based on the Full Retail Purchase Price will apply.
IP ADDRESS INFORMATION
All IP addresses are subject to approval from the underlying provider based on an IP Address Justification Form completed by customer. All prices MRC unless otherwise noted.
CIDR /31 /29 /28 /27 /26 /25 /24 /23+
Public IPs 2 8 16 32 64 128 256 512+
Useable IPs 1 5 13 29 61 125 253 509+
AireSpring IP Free $20 $35 $55 $100 $200 $250 N/A
AireSpring–N Free $20 $35 $70 $150 $250 ICB ICB
Altice (Cable) Free $50 ICB ICB ICB ICB ICB ICB
Altice (Fiber) Free $50 $75 $100 $150 $300 $600 ICB
AT&T (ABF/DSL) Free Free $32 ICB ICB ICB ICB ICB
Breezeline (Fiber) Free $26 $40 ICB ICB ICB ICB ICB
Comcast (Fiber) Free $25 $30 $50 $75 $100 $200 ICB
Comcast (Cable) Free $15 $35 ICB ICB ICB ICB ICB
Consolidated
Communications Free $20 $52 $116 ICB ICB ICB ICB
Cox (Cable) Free $15 $25 $50 N/A N/A N/A N/A
Crown Castle Free $24 $48 $96 $192 $384 $768 ICB
Frontier (DSL) Free $14 $35 $56 N/A N/A N/A N/A
Frontier (FiOS) Free $14 $35 $56 $84 $133 N/A N/A
GCAP/Megapath Free $5 $10 $15 $20 $25 $50 ICB
Geolinks (FW) Free $25 $50 ICB ICB ICB ICB ICB
Mediacom Free $19 $28 N/A N/A N/A N/A N/A
Midco (Fiber) Free $30 $50 ICB ICB ICB ICB ICB
Midco (Cable) Free $30 $50 ICB ICB ICB ICB ICB
Sparklight (Cable) Free $20 $40 ICB ICB ICB ICB ICB
Spectrum (Fiber) Free $35 $50 $80 $100 $150 $200 ICB
Spectrum (Cable) Free $30 $40 $60 N/A N/A N/A N/A
UPN (Fiber) Free $32 $64 $128 $256 $512 ICB ICB
Verizon (FTTI) Free $14 $35 $56 $84 $133 ICB ICB
Windstream Free $20 $32 $56 $96 $160 ICB ICB
WOW Fiber Free $18 $33 $60 $120 ICB ICB ICB
Zayo Free Free $60 $120 $240 $486 $961 ICB
Ziply (WFI) Free $20 N/A N/A N/A N/A N/A N/A
Orders of up to 256 IP Addresses from AT&T Fiber, Lumen/Level3 Fiber, Cox, Verizon Fiber/IE, Frontier Fiber, and Ziply Fiber are free. Orders of more than 256 IP Addresses are ICB.
ViaSat: A persistent IP address is similar to a static IP address in that it is uniquely assigned to each device and is publicly addressable. ViaSat dynamically assigns up to three (3) free persistent IP addresses with each service.
*If Customer is using Airespring CPE one usable IP address must be assigned to this CPE.
SUMMARY TOTALS
Total MRC *: $2,589.8
*Total does not include any services or equipment not ordered, as well as Domestic / International / Offshore Usage
(excluding bundles), Other Services / Features / Fees, LNP, Configuration and Training, Shipping, Expedite Fees, Demarc
Extension Charges, or IP Addresses.
Total NRC*: $0.00
*Total does not include any services or equipment not ordered, as well as Domestic / International / Offshore Usage
(excluding bundles), Other Services / Features / Fees, LNP, Configuration and Training, Shipping, Expedite Fees, Demarc
Extension Charges, or IP Addresses.
Charges do not include additional surcharges and government mandated taxes. A full list of current Airespring surcharges ma y be found at: https://airespring.com/regulatory-charges-and-surcharges/
Additional Services, Equipment, Features, and Fees are incorporated into this document by reference : http://additionalterms.airespring.com/Documents/Additional%20Fees%20070820.htm
58
STAY CONNECTED, STAY AHEAD
SOLUTION &
PRICING
PROPOSAL
Prepared for City of South Miami
59
CALLTOWER’S PARTNERSHIPS. WHICH SOLUTION FITS BEST?
CALLTOWER’S CUSTOMERS
Anthony Lopez, Tourneau,
Senior Director of Technology
To replace our current system would have been $300,000 CapEx plus
we were spending $25,000 monthly on calling plans. With CallTower,
we invested $15,000 on our monthly recurring license model.
www.calltower.com sales@calltower.com (800) 347-5444
SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
60
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
Summary Service Order
Description Monthly
Recurring Non Recurring
Company Wide Services $0.00 $1,153.40
Main $1,856.90 $546.00
Term:Total MRC Total NRC
36 Months $1,856.90 $1,699.40
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 1 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
61
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
Company Wide Services Service Order
Description Qty Price Monthly
Recurring Non Recurring
Implementation Charge 1 $0.00 $0.00 $1,495.00
NRC Discount 100 % $1,495.00
Zoom Auto Attendant Professional Services 1 $0.00 $0.00 $150.00
Zoom Call Queue Professional Services 1 $0.00 $0.00 $49.95
DID Activation/Port Fee 155 $0.00 $0.00 $765.70
NRC Discount 80 % $612.25
Gold Training 1 $0.00 $0.00 $800.00
Term:Total MRC Total NRC
36 Months $0.00 $1,153.40
Q 2 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
62
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
Main Service Order
Description Qty Price Monthly
Recurring Non Recurring
DID United States 35 $0.49 $17.15 $19.25
NRC Discount 100 % $19.25
DID United States InUse 120 $0.49 $58.80 $66.00
E911 Surcharge 155 $0.69 $106.95 $0.00
Zoom Call Plan US/CAN Unlimited 120 $6.50 $780.00 $960.00
NRC Discount 50 % $480.00
Zoom Phone Pro Annual (100499 users)120 $7.45 $894.00 $1,080.00
NRC Discount 100 % $1,080.00
Term:Total MRC Total NRC
36 Months $1,856.90 $546.00
COMMENTS: All zoom products will be billed upfront on an annual basis. Fees listed below do not include taxes
and surcharges. Once contract is signed, an invoice will be provided.  Zoom Phone Pro Annual = 120 users
at $10,728/yr
Q 3 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
63
64Main -Service Order Q P . Monthly N R . Description ty rice R . on ecurrmg ecurrmg DID -United States 35 $0.49 $17.15 $19.25 NRC Discount 100 % / -$19.25 DID -United States -lnUse /'5: s,.,... +!O' $0.49 1 <:f, 1 J -$-58:6& $66.00 E911 Surcharge 155 $0.69 . $106.95 $0.00 Zoom Call Plan -US/CAN -Unlimited Jr/tttr .n $960.00 $6.50 /oc,7 _ $-7-8&:00 NRC Discount 50 % I -$480.00 /~)../~ ' Zoom Phone Pro Annual (100-499 users) $7.45/, I fY 7) $~ $1,080.00 NRC Discount 100 % --$1,080.00 Term: iTotal MRC 36 Months $1,856 •• COMMENTS: All zoom products will be billed upfront on an annual basis. Fees liste below do not include taxes and surcharges. Once contract is signed, an invoice will be provided. "i,§ Zoom Ph ne Pro Annual = 120 users at $10,728/yr . / ·s c {o o M-n{--:5 g_ Q - 3 SALES@CALLTOWER COM WWWCALLTOWER COM (800) 347-5444
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
SELECTED ITEM DESCRIPTIONS
Outbound International Rates can be found at
https://info.calltower.com/hubfs/CallTower%20International%20DID.pdf
International In Country Rates can be found at
https://info.calltower.com/hubfs/CallTowerInCountryRateDeck.pdf
DID United States
Phone number assigned to a future phone line. Additional DID purchases allow for a block of phone
numbers for future growth.
DID United States InUse
Phone number assigned to an active user, device, fax line, auto attendant, hunt groups, virtual extensions
and call forward etc.
DID Activation/Port Fee
Fee to port and/or order new US domestic numbers
E911 Surcharge
E911 Surcharge
Gold Training
This includes (1) 1hour end user training where one of our expert trainers will guide your users through the
key features and functionalities of your product. Also, (1) 30minute Q&A session for after the go live to
have your users’ questions answered in realtime by a trainer. Lastly, an ondemand training module will be
provided to equip your administrators with the knowledge they need to configure the service effectively.
Implementation Charge
This is a personalized implementation service. CallTower tailors your system and helps you configure
features important to you. The service includes: Tenant Setup, User Setup, Device Provisioning,
Dedicated Implementation Manager & Additional Technical Resources if needed, Project Meetings, Porting
Management, and Circuit Ordering. Additional charges may apply for professional services which may
include custom scripts, engineering support, etc.
Zoom Auto Attendant Professional Services
Professional service fee charged per auto attendant. CallTower requires a delegate access to the
customer’s Zoom account
Zoom Call Queue Professional Services
Professional service fee charged per call queue. CallTower requires delegate access to the customer ’s
Zoom account
Zoom Call Plan US/CAN Unlimited
Provided unlimited calling for each Zoom Calling user in the United States and Canada. Access to
international calling per CallTowers international rate plan. Does not include a DID
Q 4 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
65
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
SELECTED ITEM DESCRIPTIONS
Outbound International Rates can be found at
https://info.calltower.com/hubfs/CallTower%20International%20DID.pdf
International In Country Rates can be found at
https://info.calltower.com/hubfs/CallTowerInCountryRateDeck.pdf
Zoom Phone Pro Annual (100499 users)
Zoom Phone Pro Annual Tier 3 (100499 Users). Zoom Phone includes traditional PBX features that enable
employees to talk and interact in new ways to keep businesses moving. Seamlessly make and receive calls
over WiFi, cellular data and cellular voice connections. Do more with a single unified app for video, voice,
messaging, and meetings. You are always connected with native apps for Windows, MacOS, iOS, and
Android. View your call history, listen to or read transcribed voicemails, and return calls directly from the
app. DID purchased separately. Metered and unlimited calling plans are available based on region and
country.
Q 5 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
66
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
Service Agreement
This Services Agreement (the "Agreement") between CallTower, Inc. ("CallTower"), a Delaware corporation with its principal place of business
located at 10701 S River Front Pkwy, South Jordan, UT 84095, and City of South Miami (the "Customer"), a Florida
_________________________ (Business Definition) with its principal place of business located at 6130 Sunset Drive South Miami, FL 33143,
(the full location), is entered into as of the 8th day of February, 2024 (the "Effective Date").
WHEREAS: CallTower provides Unified Communications as a Service and is committed to support its customers with the best technology, people,
and communications solutions available.
WHEREAS: Customer desires to subscribe to the services offered by CallTower:
NOW THEREFORE, the parties agree as follows:
1. The following definitions shall apply to this Agreement:
1.1. Services: Services refer to the range of communications applications delivered by CallTower commonly referred to as Unified
Communications.
1.2. Service Order: Service Order is a document that specifies a collection of Services to be delivered to Customer's specific location or
locations, or to specific users, and may be adjusted from time to time as the Customer's contracted Services increase or decrease.
Service Orders are provided as attachments to this Agreement.
1.3. Installation Date: Installation Date refers to the date that is targeted by CallTower and Customer for which Services are to be
activated.
1.4. Activation Date: Activation Date is the date on which Services in the Service Order are substantially ready for activation and is
independent of number porting, unless otherwise agreed to by CallTower and Customer. Service Orders may have or specify
varying Activation Dates with the exception of Cisco Webex Licensing. Billing will begin on the agreed upon date between
CallTower and Customer.
2. CallTower agrees to provide to Customer the Services specified in the Service Order(s) attached hereto. Each Service Order will be
executed by the Parties and may be amended from time to time as Customer's needs change.
3. This Agreement shall apply to each Service Order and the Term specified in the Service Order shall commence on the Activation Date of the
Services (or the applicable Service) in such Service Order.
4. Billing for Services in each Service Order and any applicable fees will commence on the Activation Date(s) for such Service(s).
5. All stated Installation Dates are approximate; CallTower will not be deemed to be in default, nor shall it be liable for any damages or loss
resulting from delays in installation but will use commercially reasonable efforts to achieve the committed Installation Dates.
6. Customer will cooperate fully with CallTower, and Customer will designate CallTower or CallTower's agent to transfer service from
Customer's current vendor of telecommunications services to CallTower, including Customer's current telephone numbers, and will provide
such other network information required for CallTower to provide service to Customer. Customer will authorize CallTower as its agent for the
limited purposes of submitting the Number Portability Authorization Form on Customer's behalf and signing Customer's name on forms of
authority to Customer's current vendor of telecommunications services to transfer Customer's number to CallTower as vendor of record.
Customer must comply with all current vendor financial and other requirements necessary for porting of numbers to CallTower and is
responsible for any charges imposed by Customer's current vendor or CallTower in relation to any porting request up to four dollars and
ninetyfour cents. CallTower will use commercially reasonable efforts to port Customer's number on or before the requested cut over date
but will have no liability to Customer for any delays in porting.
7. Customer is responsible for complying with the Desktop, Hosted Exchange and Site Readiness Requirements, included in this document
and satisfying other technical requirements necessary for CallTower to deliver CallTower Services to Customer. Applicable equipment
purchases are final.
8. Customer will comply with CallTower's Terms of Use as posted on CallTower's web site. https://www.calltower.com/resourcestraining/terms
ofuseforcustomers/
9. Customer confirms the Customer representations and warranties set forth in the Terms of Use.
10. Customer acknowledges that the Terms of Use include, but are not limited to, provisions addressing Emergency Calling, Enhanced 911,
Basic 911, and Customer's responsibility in connection with Emergency Calling. CallTower disclaims any and all liability or responsibility in
the event Customerprovided registered location information is inaccurate or out of date. Customer shall indemnify and hold harmless
CallTower from any claim or action arising out of misrouting of 911 calls, including but not limited to Customer's failure to follow correct
procedures for notifying CallTower of the locations of phones for 911 calling or its providing incorrect information to CallTower.
11. The initial term of each Service Order will begin on the Activation Date(s) for the Service(s) and will continue for the period specified in the
Service Order(s). Thereafter, each Service Order shall renew automatically for successive twelve (12) month periods if not terminated or
extended by either party by written notice of nonrenewal or extension at least thirty (30) days prior to the end of the then current term. If
Customer provides such written notice of nonrenewal or extension, CallTower will continue to provide the Services until terminated by
Customer on a month to month basis at 110% of the current billing line item in effect at the end of the then current term.
12. All sales, services and use taxes which are imposed by any government entity on the fees for any of the Services (other than taxes relating
to CallTower's net income) shall be the sole responsibility of Customer, whether set forth in an invoice or not and regardless of when
imposed or assessed, and shall not be considered a part of, or an offset against, fees for the Services.
13. Either party may terminate this Agreement for cause as set forth below or without cause at any time with 30 days written notice.
14. If Customer terminates this Agreement or any Service Order without cause, Customer shall pay (i) CallTower's monthly charge for each
month through the expiration date of the last to expire of any then current Service Order in effect (the "Termination Date"), and all Service
Orders will terminate on such Termination Date and (ii) CallTower's expenses and fees associated with premature termination.
Q 6 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
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Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
15. Customer may terminate this Agreement for cause by providing CallTower written notice of termination in the event that CallTower fails to
provide Service consistent with the Service Level Agreement ("SLA") posted on CallTower's web site; provided Customer first provides
CallTower with written notice specifying the failure in Service and Service is not reestablished to the levels specified in the Service Level
Agreement within ten (10) business days of CallTower's receipt of the notice describing such failure. Notwithstanding any such termination
by Customer, Customer shall pay for all Services under all Service Orders up to the date of termination, net of any applicable service credits
as set forth in the SLA related to failure of CallTower to meet the Service levels specified in the SLA.
16. CallTower shall have the right to terminate this Agreement for cause if all fees due CallTower are not paid in full within ten (10) days after
CallTower provides Customer with written notice of nonpayment. In the event of termination of Services for cause, (i) CallTower may cease
providing any or all of the Services and (ii) Customer shall pay CallTower a lump sum, within fifteen (15) days of the effective date of
termination, equal to the sum of (A) CallTower's monthly charge for each month through the expiration date of the last to expire of any then
current Service Order in effect and (B) CallTower's expenses and fees associated with premature termination.
17. Customer grants CallTower the authorization to process payments based on the selection made in this document. If Customer does not pay
an invoice when due, CallTower may charge a late payment fee on the overdue amount equal to eighteen percent (18%) per annum or the
maximum legal rate permitted by law, whichever is less.
18. Customer can reduce Services under any Service Order at any time; however total billing for Services cannot be reduced by more than
10% in any rolling 12month period. This reduction of Service does not apply to Cisco Flex and Microsoft NCE Licensing.
19. CallTower will not be responsible for any real or reported losses incurred by Customer alleged to result from acts or omissions by CallTower
or for any indirect, incidental, consequential, special or exemplary damages. CallTower's full liability is limited to a credit based upon the
value of CallTower's Services delivered to Customer, as defined in CallTower's Service Level Agreement.
20. With the exception of CallTower's enforcement of its intellectual property rights, Customer and CallTower agree that any and all
controversies, claims, or disputes arising out of, relating to, or resulting from this Agreement, shall be subject to binding arbitration in Salt
Lake City, Utah administered by the American Arbitration Association (“AAA”) and that the arbitrator will be selected in a manner consistent
with the AAA rules. Customer waives any right to participate in class action litigation or class wide arbitration as a class representative, a
class member, or in any other capacity whatsoever.
21. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives, administrators and assignees of the
parties hereto.
22. The unenforceability of any provision of this Agreement shall not impair the enforceability of any other part of this Agreement.
23. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes
all prior and contemporaneous agreements or understandings, whether written or oral, between the parties.
24. This Agreement shall be governed by the laws of the State of Utah (irrespective of its choice of law principles). The parties agree that the
United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
25. Customer and CallTower agree that all details of this Agreement, included but not limited to pricing, product bundles, Customer information,
and CallTower information shall be considered proprietary and confidential.
26. The relationship of CallTower and Customer is that of independent contractors. Neither party nor its employees, consultants, contractors or
agents are agents, employees, partners or joint venturers of the other party, nor do they have any authority to bind the other party by
contract or otherwise to any obligation.
27. No delay or default in performance of any obligation by either party, excepting all obligations to make payments, shall constitute a breach of
this Agreement to the extent caused by acts of God, war, government action, acts of terrorism, fire, flood, storm, explosion, earthquake or
other causes that are not foreseeable and are beyond the reasonable control of the other party.
28. The parties execute this Agreement effective as of the Effective Date.
29. CallTower is committed to maintaining the privacy of its customers. For CallTower's Customer Proprietary Network Information (CPNI) policy,
please see https://www.calltower.com/resourcestraining/customerproprietarynetworkinformationpolicy/. For information on California
Consumer Privacy Act (CCPA) certification, please see https://www.calltower.com/resourcestraining/californiaconsumerprivacyact
certification/
_________________________
CallTower Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 7 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
68
www.calltower.com sales@calltower.com (800) 347-5444
Thank you for choosing CallTower and Welcome to the CallTower family.
We want you to have a wonderful experience onboarding with CallTower.
Let’s review the next steps are for a successful implementation so everyone is on the same page.
All items below must be completed to move into implementation.
PLEASE NOTE: AN IMPLEMENTATION MANAGER WILL NOT BE ASSIGNED UNTIL THE
ITEMS BELOW ARE COMPLETE:
All documents are signed and dated
Payments terms must be filled out on the agreement.
Payment for the Deposit and NRC. An invoice for this amount will be sent by CallTower to customer.
Online questionnaire that is sent by CallTower to customer.
Contact Center form if applicable
CT Cloud Boost form if applicable
Customer Signature Date
Once all items above have been completed, CallTower will initiate implementation/onboarding
discussions within the next 2 business weeks. Our implementation timelines can vary from one
week to a few months, depending on the complexity of the implementation. We will work with your
team to implement the services in a timely and acceptable fashion.
Please begin to familiarize yourself with CallTower ’s scope of work (SOW) requirements. This SOW will
be customized based on the services that have been ordered and discussed with your assigned
Implementation Project Manager on your kickoff call.
https://www.uc.solutions/General_CallTower_Info/CallTower_Information/Scope_Of_Work_Documents
Please review CallTower ’s guidelines for porting of phone numbers. Knowledge of our process
will assist in setting the porting timelines.
https://www.uc.solutions/General_CallTower_Info/CallTower_Information/CallTower_Information_-
_DID_Porting_Timelines_And_Process
This notice has been provided to set appropriate expectations and ensure a smooth onboarding
experience. If you have any questions, please reach out to CallTower Sales Ops Team at
salesops@calltower.com.
SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
69
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
PAYMENT TERMS AND METHODS
Check Options:
____ 30 Day Payment Terms, Pay By Check or Customer Initiated ACH: NRC and 2 Month Deposit Paid
Upfront
____ 10 Day Payment Terms, Pay By Check or Customer Initiated ACH: NRC and 1 Month Deposit Paid
Upfront
Credit Card Option (Initiated by CallTower Monthly):
____ 30 Day Payment Terms, Customer Authorizes CallTower to Initiate Credit Card Payments Automatically
With The Credit Card Information Provided Below (Requires NRC's and 1 Month Deposit paid Upfront):
Credit Card Number: ________________________________________
Expiration Date: __________/__________/__________
CVE Number:______________________________________
Billing Address:________________________________________________________________________
______________________________
Signature:
______________________________
Print Name:
_________________________
Date:
ACH/ECheck Option (Initiated by CallTower Monthly):
____ 30 Day Payment Terms, Customer Authorizes CallTower to Initiate ACH/ECheck Automatically With The
ACH Information Provided in the Attachment Below (Requires NRC's Upfront and No Deposit)
MAIN CONTACT
_________________________
CallTower Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 10 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
70
Quote #1036183 Date: 02/08/2024
Exp Date: 03/09/2024
City of South Miami
NRC's And Deposit Payment Options
Check Options:
____ Customer Agrees To Pay NRC's/Deposit Via Check with 30 Days of Signature
Credit Card Options:
____ Customer Authorizes CallTower to Initiate Payment for NRC's/Deposit Using the Credit Card Information
Below:
Credit Card Number: ________________________________________
Expiration Date: __________/__________/__________
CVE Number:______________________________________
Billing Address:________________________________________________________________________
______________________________
Signature:
______________________________
Print Name:
_________________________
Date:
ACH/ECheck Option:
____ Customer Authorizes CallTower to Initiate Payment for NRC's/Deposit Using the ACH Information
Provided in the Attached Form
Tax Exemption
____ Customer is Tax Exempt and Agrees to Provide Tax Exemption Forms
Accounts Payable Contact Information:
____ Customer Elects to Receive Invoices via Email at the Email Address(s) Provided Below:
Email:__________________________________________________________________________
____ Customer Elects to Receive Invoices via Mail at the Address Provided Below:
Address:________________________________________________________________________
_________________________
CallTower Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
_________________________
Authorized Signature:
_________________________
Print Name:
_________________________
Title:
_________________________
Date:
Q 11 SALES@CALLTOWER.COM WWW.CALLTOWER.COM (800) 3475444
71
3/15/24, 9:42 AM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ZOOMVI…1/3
Document Number
FEI/EIN Number
Date Filed
State
Status
Department of State / Division of Corporations / Search Records / Search by Entity Name /
Detail by Entity Name
Foreign Profit Corporation
ZOOM VIDEO COMMUNICATIONS, INC.
Filing Information
F16000001454
61-1648780
03/28/2016
DE
ACTIVE
Principal Address
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Changed: 04/27/2020
Mailing Address
691 S MILPITAS BLVD SUITE 212
MILPITAS, CA 95035
Registered Agent Name & Address
INCORPORATING SERVICES LTD INC
1540 GLENWAY DR
TALLAHASSEE, FL 32301
Officer/Director Detail
Name & Address
Title CEO, Director
YUAN, ERIC S
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
MCDERMOTT, WILLIAM R
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
D C Florida Department of State
72
3/15/24, 9:42 AM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ZOOMVI…2/3
SCHEINMAN, DAN
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
HOOTS, CINDY
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
GASSNER, PETER
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
SUBOTOVSKY, SANTI
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Treasurer
STECKELBERG, KELLY
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
CHADWICK, JONATHAN
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Secretary
TRUE, JEFFREY C
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
NAPOLITANO, JANET
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Title Director
MCMASTER, LIEUT. GEN. H.R.
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
73
3/15/24, 9:42 AM Detail by Entity Name
https://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=ZOOMVI…3/3
Title CAO
CREHAN, SHANE
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Annual Reports
Report Year Filed Date
2021 04/30/2021
2022 03/24/2022
2023 04/25/2023
Document Images
04/25/2023 -- ANNUAL REPORT View image in PDF format
03/24/2022 -- ANNUAL REPORT View image in PDF format
04/30/2021 -- ANNUAL REPORT View image in PDF format
04/27/2020 -- ANNUAL REPORT View image in PDF format
04/09/2019 -- ANNUAL REPORT View image in PDF format
04/18/2018 -- ANNUAL REPORT View image in PDF format
04/07/2017 -- ANNUAL REPORT View image in PDF format
03/28/2016 -- Foreign Profit View image in PDF format
Florida Department of State, Division of Corporations
74
55 ALMADEN BLVD. SUITE 600
SAN JOSE, CA 95113
Current Principal Place of Business:
Current Mailing Address:
691 S MILPITAS BLVD SUITE 212
MILPITAS, CA 95035 US
Entity Name: ZOOM VIDEO COMMUNICATIONS, INC.
DOCUMENT# F16000001454
FEI Number: 61-1648780 Certificate of Status Desired:
Name and Address of Current Registered Agent:
INCORPORATING SERVICES LTD INC
1540 GLENWAY DR
TALLAHASSEE, FL 32301 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent Date
Officer/Director Detail :
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am an officer or director of the corporation or the receiver or trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears
above, or on an attachment with all other like empowered.
SIGNATURE:
Electronic Signature of Signing Officer/Director Detail Date
FILED
Apr 25, 2023
Secretary of State
3193645860CC
JEFFREY C TRUE SECRETARY 04/25/2023
2023 FOREIGN PROFIT CORPORATION ANNUAL REPORT
No
Title CEO, DIRECTOR
Name YUAN, ERIC S
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name SCHEINMAN, DAN
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name GASSNER, PETER
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title TREASURER
Name STECKELBERG, KELLY
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name MCDERMOTT, WILLIAM R
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name HOOTS, CINDY
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name SUBOTOVSKY, SANTI
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name CHADWICK, JONATHAN
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Continues on page 2
75
Title DIRECTOR
Name NAPOLITANO, JANET
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title CAO
Name CREHAN, SHANE
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Officer/Director Detail Continued :
Title SECRETARY
Name TRUE, JEFFREY C
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
Title DIRECTOR
Name MCMASTER, LIEUT. GEN. H.R.
Address 55 ALMADEN BLVD. SUITE 600
City-State-Zip:SAN JOSE CA 95113
76
20A .............................................................................................MIAMI HERALD FRIDAY MAY 24 2024
GULFSTREAM PARK ENTRIES
FOR MAY 24
Copyright 2024 Equibase Company.
POST TIME 12:55 P.M.
1ST--$65,000,5 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Ghostly Rose (FL)L Reyes 118 J E Gonzalez 30/1
2 Legal Maneuver (KY)J C Ferrer 118 C A David 4/1
3 War Warrior (KY)M A Vasquez 118 M E Casse 3/1
4 Megastar (ON)E Gonzalez 118 F Abreu 10/1
5 Hyper Venom (NY)A Thomas 118 M V Laurato 20/1
6 Incanto (IRE)H R Diaz,Jr.118 J Sisterson 8/5
7 Fear the Facts (KY)E Perez 118 R B Hess,Jr.5/1
8 Honor That Dude (LA)E Jaramillo 118 M E Casse 8/1
2ND--$41,000,1 1/16th Miles Turf
PP Horse Jockey Wgt Trainer Odds
1 Grand David (KY)E Jaramillo 122 V Barboza,Jr.9/2
2 Treasure King (FL)E J Zayas 122 S A Joseph,Jr.7/2
3 Uno Tiger (FL)L Reyes 122 K O’Connell 20/1
4 Awesome Crusader (FL)E Gonzalez 120 C A David 10/1
5 Hakkimi (CHI)E Perez 120 A M Sanchez 12/1
6 American Speed (KY)J E Morelos 120 J O’Dwyer 2/1
7 Cashier Check (FL)M A Vasquez 122 V Barboza,Jr.6/1
8 Mutaawid (KY)L Panici 122 D C Hurtak 10/1
9 Vladislav (KY)S Leon 122 O M Gonzalez 8/1
3RD--$25,000,1 Mile
PP Horse Jockey Wgt Trainer Odds
1 Lola Loca (FL)J E Morelos 125 L Duco 8/1
2 Rose View (FL)E Greenidge 111 R Laurin 6/1
3 Awesomely Wild (FL)R Martinez 108 V Heard 20/1
4 Alma Pura (FL)A Santos 118 A O Agostini 10/1
5 Iron Shield (KY)E J Zayas 118 S A Joseph,Jr.8/5
6 Spanish Girl (KY)M Gonzalez 108 P R Garcia 15/1
7 Family Stash (FL)J Trejos 125 A W Dobber 30/1
8 Lady Monique (KY)C Gil 118 C Narvaez 2/1
9 Lady Oakridge (LA)L Reyes 118 M J Williams 12/1
4TH--$33,000,5 1/2 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Condora (FL)E J Zayas 118 E Plesa,Jr.5/2
2 Chloe’s Toy (KY)L Reyes 123 S Budhoo 2/1
3 Foxy Lady (FL)R Martinez 113 P R Garcia 10/1
4 Wisco Disco (KY)E Jaramillo 118 C A David 4/1
5 Miguel’s Belle (FL)M Gonzalez 110 C A David 12/1
6 Patty’s Having Fun (FL)S Leon 118 F Santillana 15/1
7 Kaitie Kait (FL)M A Vasquez 118 E Cordero 7/2
5TH--$41,000,1 Mile Turf
PP Horse Jockey Wgt Trainer Odds
1 Hot Blooded (FL)H R Diaz,Jr.118 M J Maker 7/2
2 Henley’s Joy (KY)M A Vasquez 118 J F D’Angelo 3/1
3 Golden Glider (KY)J E Morelos 118 M E Casse 12/1
4 Fly the W (KY)E J Zayas 120 B S Dibona 9/5
5 Sword Zorro (IRE)E Gonzalez 118 R Keithan 20/1
6 Lord of War (KY)E Jaramillo 118 M E Casse 5/1
7 Mr Crowley (ON)L Reyes 120 B N Croft 8/1
8 Sir Saffer (FL)J C Ferrer 118 K O’Connell 20/1
6TH--$23,000,5 1/2 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Nightsaber (GB)J M Rios 125 S D Acker 15/1
2 R Firebird (FL)A Santos 120 G S Bennett 10/1
3 Misprint (KY)L Reyes 120 B S Dibona 8/1
4 Taking It All (FL)L Panici 120 G F Lee 7/2
5 Ave Fenix (KY)E Gonzalez 125 M McGoey 20/1
6 Musical Journey (FL)A Medina 125 A De La Cerda 30/1
7 Red Hot Spark (FL)E J Zayas 120 E L Dobles 3/1
8 Splurge (FL)M A Vasquez 125 C A David 5/2
9 Kozem (KY)J E Morelos 120 R Coy 10/1
10 Glorious Wave (FL)J Trejos 125 A Quiroz 8/1
7TH--$33,000,1 Mile 70 Yards
PP Horse Jockey Wgt Trainer Odds
1 Musthavebeenlove (FL)L Reyes 118 K O’Connell 20/1
2 Thank the Academy (KY)S Spanabel 123 A O Agostini 15/1
3 Confer (FL)J C Ferrer 123 L Cazares 10/1
4 Ground Stop (KY)H R Diaz,Jr.123 D Damen 20/1
5 Cloud Storage (FL)A Santos 123 G S Bennett 12/1
6 Trendy (KY)E Gonzalez 118 M Bowersock 8/1
7 Go Margie Go (KY)M A Vasquez 120 B Kelly 9/2
8 Dontmesswithtess (CA)E Perez 123 H Wilensky 7/2
9 Singing Sandra (FL)L Panici 118 K O’Connell 6/1
10 Cabernet (FL)E J Zayas 123 J Alvarado 8/1
11 Beira (KY)E Jaramillo 118 V Barboza,Jr.4/1
8TH--$61,000,5 Furlongs (Turf)
PP Horse Jockey Wgt Trainer Odds
1 Candymaker (KY)H R Diaz,Jr.118 T Schuh 15/1
2 Richy (FL)L Panici 123 J M Gulick 12/1
3 Cantaro (KY)L Reyes 123 J Garoffalo 6/1
4 Portofino (KY)E J Zayas 123 J F Orseno 9/5
5 Bella Future (FL)M A Vasquez 125 L Cazares 4/1
6 Three Zero (KY)S Leon 123 C A David 6/1
7 Abrir Caminos (CHI)E Perez 123 A M Sanchez 5/1
8 Nichiren (CA)J M Rios 123 R Crichton 8/1
9 Classicstateofmind (KY)J E Morelos 123 A Graffeo 30/1
9TH--$60,000,5 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Manhattan Boy (FL)J E Morelos 118 O M Gonzalez 20/1
2 Power of Justice (KY)L Reyes 124 L Cazares 5/1
3 Rivertrance (KY)E J Zayas 118 M E Casse 9/2
4 Tricky Tiger (FL)S Leon 118 J D Arias 30/1
5 Cheyenne Brave (FL)E Perez 124 K O’Connell 8/1
6 Hope You Dance (NY)A Thomas 119 A Graffeo 10/1
7 Urban Legend (KY)E Jaramillo 118 J F D’Angelo 9/5
8 Four Beach Friends (KY)L Panici 118 S Dwoskin 8/1
9 Doctor’s Orders (FL)M A Vasquez 118 M E Casse 4/1
HORSE RACING
GULFSTREAM PARK ENTRIES
FOR MAY 25
Copyright 2024 Equibase Company.
POST TIME 12:55 P.M.
1ST--$33,000,5 1/2 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Galipan (FL)L Reyes 118 F Santillana 20/1
2 Breezer (KY)E Perez 118 J F D’Angelo 10/1
3 Academy Choice (NY)A Thomas 123 H Alter 2/1
4 Insisting (FL)C Gil 118 J F D’Angelo 10/1
5 Mr Narcissistic (ON)E J Zayas 123 S A Joseph,Jr.9/5
6 Pack Plays (CA)L Panici 118 D A Dakin 15/1
7 Etnico (NY)E Jaramillo 123 F Abreu 5/2
2ND--$29,000,1 Mile Turf
PP Horse Jockey Wgt Trainer Odds
1 Tiz a Prince (KY)A Santos 121 V Russo 20/1
2 Uranium (KY)A Morales 121 N Moubarak 5/1
3 Harpoon Harry (KY)E Gonzalez 123 G S Bennett 8/1
4 Grand Journey (KY)J C Ferrer 123 C A David 8/5
5 My Boy Blue (KY)L Panici 121 L Kurtinecz 15/1
6 Vintner (FL)H R Diaz,Jr.121 M R Yanez 30/1
7 Citizen K (NY)E J Zayas 123 B S Dibona 9/5
8 My Man Flint (KY)J M Rios 121 K Davey 10/1
9 Copazo (FL)S Leon 121 G Ochoa 30/1
3RD--$37,000,5 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Foggy Note (FL)M A Vasquez 125 R B Spatz 5/2
2 Peggysue I Love U (FL)E Gonzalez 120 M Bowersock 15/1
3 Three Girls (NY)A Santos 125 J Delgado 2/1
4 Lita (NY)L Reyes 125 S Klesaris 3/1
5 Time to Salsa (FL)J Suarez 125 P R Torres 30/1
6 Super Spin (FL)E J Zayas 125 J F Orseno 9/2
7 Princess Blakely (FL)H R Diaz,Jr.125 C M Gambolati 6/1
4TH--$25,000,7 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Assertive Attitude (KY)E Perez 124 P M Serpe 6/1
2 Bullet Blues (FL)R Martinez 108 L J McKanas 30/1
3 Blazing Tyreek (KY)S Leon 118 D C Hurtak 20/1
4 Fifty One Fifty (FL)J Ocasio 124 L M Ramirez 6/1
5 Im Still Brave (FL)E J Zayas 124 P R Torres 9/2
6 Jake’s Affection (KY)J C Ferrer 118 P M Serpe 15/1
7 Rebel Joke (ON)E Gonzalez 124 G Delgado 8/1
8 Golden Sombrero (KY)L Reyes 124 B S Dibona 3/1
9 Testa Dura (NY)L Panici 124 D J Manning 12/1
10 Tapit’s Direction (FL)C Gil 124 H Alter 12/1
11 Franks Mimi (FL)J M Rios 118 M Yates 5/1
5TH--$75,000,5 Furlongs Turf
PP Horse Jockey Wgt Trainer Odds
1 All in Sync (KY)H R Diaz,Jr.117 T Schuh 10/1
2 Grimes (KY)E J Zayas 117 F Abreu 12/1
3 Hilarious Affair (KY)L Reyes 117 F Abreu 5/1
4 Sigiloso (FL)M Meneses 116 A M Sanchez 6/1
5 Bouncer (FL)M A Vasquez 117 M E Casse 8/1
6 Xy Speed (KY)E Gonzalez 123 M Lerman 7/5
7 Mamba On Three (FL)E Jaramillo 120 F Abreu 5/2
6TH--$26,000,1 Mile 70 Yards
PP Horse Jockey Wgt Trainer Odds
1 Initforthelove (FL)E J Zayas 122 G S Bennett 7/2
2 Uncle Armando (FL)S Leon 122 D C Hurtak 6/1
3 Burning Man (KY)A Thomas 122 M Ciamei 20/1
4 Readyseekgo (KY)J M Rios 122 K Davey 20/1
5 Swan Lake (FL)L Reyes 122 E L Dobles 7/5
6 Voltamour (ON)J Trejos 122 M McGoey 30/1
7 Captain Anthony (FL)E Gonzalez 120 F Abreu 5/2
8 Millennium Condo (KY)J E Morelos 122 E Soler 10/1
7TH--$100,000,7 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Mbagnick (CHI)M Meneses 119 A M Sanchez 10/1
2 Loco Abarrio (FL)E Gonzalez 120 R B Spatz 5/2
3 Collaborate (KY)L Reyes 118 R B Hess,Jr.10/1
4 Shaq Diesel (FL)M A Vasquez 120 D Fawkes 4/1
5 Vivir Con Alegria (CHI)E Perez 120 A M Sanchez 6/1
6 Octane (FL)E Jaramillo 124 J Alvarado 7/5
7 Ticking (FL)E J Zayas 118 E Plesa,Jr.20/1
8TH--$25,000,5 Furlongs
PP Horse Jockey Wgt Trainer Odds
1 Six Feet Apart (KY)E Greenidge 114 G G Jackson 15/1
2 Wicklow Gal (FL)M Gonzalez 11110 C A David 9/2
3 Heir to the Roar (FL)J E Morelos 123 R Sierra 4/1
4 Lovin Makes Cents (FL)M A Vasquez 123 E Nunez 7/2
5 Magic Moonstar (FL)J C Ferrer 121 J Garoffalo 12/1
6 Macassa (FL)S Leon 121 B N Croft 30/1
7 Kikilove (FL)L Reyes 121 R Romero 20/1
8 Drinks On Me (KY)C Gil 121 N Moubarak 6/1
9 Ideal Breeze (FL)A Thomas 121 K A Guciardo 12/1
10 Sheza Rajun Cajun (FL)E Gonzalez 121 S D Acker 10/1
11 Amor Y Control (FL)J Trejos 121 M Ciamei 6/1
9TH--$95,000,1 1 16th Miles (Turf)
PP Horse Jockey Wgt Trainer Odds
1 Love Me Not (KY)J E Morelos 122 M Ciamei 20/1
2 Marwad (GB)L Reyes 122 N Moubarak 6/1
3 Benvolio (KY)S Leon 115 H Parra 30/1
4 Me and Mr.C (FL)H R Diaz,Jr.122 M J Maker 9/2
5 Eldon’s Prince (ON)M A Vasquez 122 S A Joseph,Jr.6/1
6 Eyes On the King (KY)E Jaramillo 122 M E Casse 10/1
7 Main Event (KY)E J Zayas 124 F Abreu 7/5
8 Win for the Money (KY)E Gonzalez 122 M E Casse 3/1
10TH--$33,000,1 Mile 70 Yards
PP Horse Jockey Wgt Trainer Odds
1 Heathcliff (KY)M A Vasquez 118 A De La Cerda 6/1
2 Dollar Liberty (KY)C Gil 118 N Moubarak 10/1
3 Karaoke (KY)H R Diaz,Jr.118 J F Orseno 10/1
4 Team Captain (KY)E Jaramillo 118 F Abreu 3/1
5 Silent and Violent (ON)L Reyes 118 J F D’Angelo 7/2
6 Mega Glorious (KY)J C Ferrer 118 X A Rivera 6/1
7 Miracle Trip (KY)E Perez 118 J F D’Angelo 12/1
8 Designated Hitter (KY)E J Zayas 118 J B Begg 5/1
9 My Noble Knight (FL)J M Rios 118 X A Rivera 15/1
10 Magicshadow (FL)L Panici 118 B N Croft 20/1
11TH--$61,000,1 Mile Turf
PP Horse Jockey Wgt Trainer Odds
1 O Captain (KY)E Gonzalez 120 G Delgado 5/1
2 Scat Tu Tap (KY)S Leon 120 F Abreu 10/1
3 Big Commerce (KY)L Reyes 120 J F D’Angelo 12/1
4 Swashbuckle (NY)E Perez 122 J Negrete 10/1
5 Fredo (KY)L Panici 120 A Sano 8/5
6 Immense Faith (KY)H R Diaz,Jr.120 R Yanez 30/1
7 Lord Eddard Stark (FL)E J Zayas 120 J F Orseno 6/1
8 Spy Hunter (FL)E Jaramillo 120 J F D’Angelo 3/1
9 Analogy (KY)J C Ferrer 120 H Parra 30/1
GULFSTREAM PARK RESULTS
FOR MAY 23
Copyright 2024 Equibase Company.
1ST--5 Furlongs
8 Speed of Sound Hector Rafael Diaz,Jr.16.60 7.00 4.20
2 Popstyle Edwin Gonzalez 4.00 2.80
4 Episode Leonel Reyes 5.60
$1 Exacta (8-2)$28.70;$0.10 Superfecta (8-2-4-3)$99.54;
$0.50 Trifecta (8-2-4)$85.65.
2ND--1 Mile Dirt
2 El Rojo Vivo Leonel Reyes 6.40 4.20 4.40
3 Fontina Edgard J.Zayas 4.20 4.80
1 Antillean Elijah Greenidge 5.60
$1 Daily Double (8-2)$23.10;$1 E (2-3)$18.20;$0.10 S
(2-3-1-7)$9.93;$0.50 T (2-3-1)$26.55.
3RD--5 1/2 Furlongs
4 Acamar Miguel Angel Vasquez 9.80 5.00 3.40
5 Truth and Honesty Jesus M.Rios 4.20 3.00
9 Warlord Cruzan Joseph Trejos 4.40
$1 DD (2-4)$25.30;$1 E (4-5)$18.30;$0.10 S (4-5-9-1)
$76.051;$0.50 T (4-5-9)$65.15.
4TH--7 Furlongs Dirt
4 Awesome Beast Edwin Gonzalez 20.80 12.00 5.20
5 Sioux Edgard J.Zayas 5.00 2.80
1 Jonas’Dream Emisael Jaramillo 2.40
$1 DD (4-4)$92.10;$1 E (4-5)$58.40;$0.10 S (4-5-1-2)
$58.59;$0.50 T (4-5-1)$76.90.
5TH--7 1/2 Furlongs Turf
8 Mister Abarrio Edgard J.Zayas 6.80 3.40 2.20
7 Internal Capital Cipriano Gil 5.00 3.40
9 Split Strike Emisael Jaramillo 2.60
4 Iron Man Jimmy Leonel Reyes 2.40
$1 DD (4-8)$54.00;$1 E (8-7)$18.00;$0.10 S (8-7-4-9)
$26.25;$0.10 S (8-7-9-4)$29.99;$0.50 T (8-7-9)$23.15;
$0.50 T (8-7-4)$32.25.
6TH--6 1/2 Furlongs Dirt
3 One Sharp Cookie Edgard J.Zayas 6.00 3.40 2.80
4 Street Earnings Edwin Gonzalez 9.80 6.60
2 Asher’s Edge Miguel Angel Vasquez 5.00
$1 DD (8-3)$9.50;$1 E (3-4)$48.30;$0.10 S (3-4-2-5)
$83.09;$0.50 T (3-4-2)$117.45.
7TH--5 Furlongs
5 Anatomy Miguel Angel Vasquez 14.60 3.80 2.80
1 Admiral Hopper Edgard J.Zayas 2.20 2.10
8 Fortuna Belle Edwin Gonzalez 3.40
$1 DD (3-5)$25.10;$1 E (5-1)$13.00;$0.10 S (5-1-8-7)
$18.55;$0.50 T (5-1-8)$28.05.
8TH--1 Mile Turf
3 Modica Hector Rafael Diaz,Jr.10.60 4.80 3.20
4 Sir Mendel Leonel Reyes 7.00 4.00
9 Whiting Field Edwin Gonzalez 3.20
$1 DD (5-3)$39.70;$1 E (3-4)$32.50;$0.10 S (3-4-9-1)
$37.46;$0.50 T (3-4-9)$53.55.
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