Zoom HaaS Program.  These Zoom HaaS Program Terms and Conditions (“HaaS Terms”) set forth the additional terms and conditions that apply to Customer’s purchase of HaaS Services (defined below) under an Order Form and Customer’s participation in the Zoom hardware-as-a-service program (“Zoom HaaS Program”).  These HaaS Terms are intended to supplement the terms and conditions contained in the Service Agreement (defined below) and any applicable Order Form.  In the event of a conflict between these HaaS Terms and any terms contained in the Service Agreement or any Order Form governed by the Service Agreement, these HaaS Terms shall control to the extent necessary to resolve the conflict.  Capitalized terms not defined herein shall have the meanings ascribed in the applicable Service Agreement or Order Form.

1. Definitions:
   1. “Device Lease(s)” means all subleases of Leased Devices between Customer and Zoom whereby Zoom directly leases the Leased Devices from a Leasing Company (defined below), selected by Zoom in its sole discretion, and subleases such Leased Devices to Customer, as set forth in an Order Form and subject to these HaaS Terms and the applicable terms and conditions set forth in the Service Agreement.
   2. “Distribution Partner” means the third-party distribution company, selected by Zoom in its sole discretion, that delivers the Leased Devices to Customer and/or facilitates reverse logistics associated with any return of Leased Devices by Customer, as applicable.
   3. “Leased Device(s)” means certain models of hardware devices (including related accessories) pre-selected and made available for sublease by Zoom to Customer under the Zoom HaaS program and as set out in the applicable Order Form.
   4. “Leasing Company” means, as applicable, the third-party leasing company selected by Zoom in its sole discretion, from whom Zoom directly leases the Leased Devices for purposes of subleasing to customers participating in the Zoom HaaS Program.
   5. “Service Agreement” means the Zoom Terms of Service (www.zoom.us/terms) or a Master Subscription Agreement (or equivalent service agreement) in the case where Customer and Zoom have entered into a separate mutually executed written service agreement. As used in these HaaS Terms, “Customer” means the party purchasing Zoom Services and referred to as “you” in the Zoom Terms of Service, “Customer” in a Master Subscription Agreement, or “Subscriber” in the Order Form (each, as applicable).  
   6. “Uncovered Losses” means any loss, theft, damage, or destruction of Leased Devices (including, without limitation, damage caused by misuse, accident (e.g., accidental physical impact, exposure to liquid, food or other contaminants, etc.), neglect, abuse, alteration, improper or unauthorized repair or modification, tampering, or use with unsuitable equipment, devices, software, services, other unauthorized third-party item(s)), not covered under the warranty provided in these HaaS Terms and occurring during the period from Customer’s acceptance of delivery of the Leased Devices to Customer to Customer’s return of such Leased Devices to Zoom (or its Distribution Partner, as applicable) in accordance with these HaaS Terms.

2. Description of Service. The Zoom HaaS Program allows a Zoom customer to enter into a Device Lease to sublease Leased Devices for use with Zoom Phone Services or Zoom Meeting Services, subject to Customer’s fulfillment of its payment obligations specified in the applicable Order Form and Service Agreement (“HaaS Services”).

3. Availability of Leased Devices. Zoom, in its sole discretion, determines which models of Leased Devices Zoom will make available for lease under the Zoom HaaS Program.  The availability of and pricing associated with Leased Devices for lease by Customer is subject to availability of such Leased Devices from and the pricing set by the applicable manufacturer and Zoom shall have no obligation to provide equipment that may be unavailable for lease in the event of any Renewal Term involving HaaS Services.  

4. Additional Zoom HaaS Program Terms and Conditions.
   1. Delivery, Return of Defective Leased Devices Covered Under Warranty, Shipping Delays.
      1. Delivery. Zoom shall itself, or through its Distribution Partner, be responsible for the delivery of the Leased Devices to Customer.
      2. Customer’s Obligation to Inspect Delivery and Notify of Nonconformity. Customer shall inspect each delivery of Leased Device(s) received from Zoom or its specified Distribution Partner upon receipt.  In the event Customer receives a delivery that is visibly damaged, Customer shall, without undue delay and, in any case, within three (3) business days of receipt of such delivery, notify Zoom in writing of any damaged or missing Leased Devices.  In the event Customer receives a delivery that is not visibly damaged on its exterior but, upon further inspection, Customer discovers any damaged or missing Leased Devices, Customer shall, without undue delay and, in any case, within fourteen (14) calendar days of receipt of delivery, notify Zoom of any such damaged or missing Leased Devices.  Such notification shall state in reasonable detail the nature of any damaged or missing Leased Device(s) and shall be sent to support@zoom.us or, alternatively, Customer may file a support ticket at www.support.zoom.us.  Notifications delivered by Customer to Zoom in accordance with this paragraph will satisfy the notification requirement in Section 4.b below.  Upon receipt of such written notification, Zoom shall provide commercially reasonable return instructions as discussed in that same Section 4.b below.  In the event Customer does not notify Zoom of any nonconforming delivery within the time period specified above in this paragraph, the delivery will be deemed to be accepted by Customer as though a perfect tender of delivery occurred and Customer will be responsible for any damages or shortages as Uncovered Losses.     
      3. Shipping Delays. Customer acknowledges that certain shipments may be delayed due to circumstances beyond Zoom’s or its Distribution Partner’s reasonable control.  In no event shall Zoom or its Distribution Partners be responsible for any damages associated with shipping delays.
   2. Warranty and Warranty Procedure.
      1. Zoom Limited Warranty. Subject to Customer’s compliance with its obligations in these HaaS Terms and the Service Agreement, in the event during the term of the applicable Order Form, through no fault of Customer a Leased Device malfunctions or otherwise ceases to operate substantially in accordance with the manufacturer’s documentation accompanying such Leased Device (a “Defect”), provided the Defect is not the result of Uncovered Losses, Zoom will replace the Leased Device containing the Defect.  Notwithstanding anything else in these HaaS Terms or the Service Agreement to the contrary, replacement of the Leased Device containing the Defect, as described herein, shall be Customer’s sole remedy for a Defect covered under this express warranty.
      2. Warranty Return Procedure. To make a warranty claim, Customer must notify Zoom in writing of such claim by contacting Zoom’s support team at support@zoom.us or, alternatively, Customer may file a support ticket at www.support.zoom.us.  A Zoom support representative will provide detailed instructions describing the required return procedures.  Customer acknowledges that its ability to rely on the warranty protection afforded to the Leased Devices it selects is contingent on Customer’s adherence to the commercially reasonable return procedure instructions provided by Zoom related to proper return of defective Leased Device(s).  In the event Customer fails to follow the return procedure instructions provided by Zoom, the given Leased Device shall be treated as Uncovered Losses.  Provided customer follows the return procedure instructions specified in this paragraph, there will be no additional Charges associated with the reverse logistics and subsequent re-delivery of a repaired or replaced Leased Device covered under warranty.  Return of Leased Devices upon termination of Customer’s participation in the Zoom HaaS Program and returns associated with Uncovered Losses are discussed in the sections below.
      3. Warranty Exclusions. Zoom will not be liable under this limited warranty if testing and examination disclose that the alleged Defect in the Leased Device does not exist or results from: (1) Uncovered Losses; or (2) acts of third parties, acts of God, accident, fire, lightning, power surges or outages, or other hazards.
      4. DISLAIMER.  ZOOM DOES NOT WARRANT THAT CUSTOMER’S USE OF THE LEASED DEVICE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFECTS IN THE LEASED DEVICE OR IN THE SOFTWARE CONTAINED IN THE LEASED DEVICE WILL BE CORRECTED.  CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE SELECTION OF THE LEASED DEVICE TO ACHIEVE CUSTOMER’S INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE LEASED DEVICE.  TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, THE FOREGOING WARRANTY AND REMEDY ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT ALL OF WHICH ARE EXPRESSLY DISCLAIMED BY ZOOM.  ZOOM NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, INSTALLATION, MAINTENANCE OR USE OF THE LEASED DEVICES.
   3. Rights in Leased Devices. Except: (i) as expressly stated otherwise in these HaaS Terms, or (ii) as the Parties may subsequently agree in a mutually executed writing, at no time during Customer’s participation in the Zoom HaaS Program or the term of the Service Agreement shall title to any Leased Device(s) pass to Customer.  Customer acknowledges Zoom’s (or the applicable Leasing Company’s) title to the Leased Devices and shall use commercially reasonable efforts to protect and defend such title and keep and maintain it free and clear of any and all claims, liens, charges, or encumbrances.  Customer agrees that the Leased Devices are – and shall use its best efforts to ensure such Leased Devices remain – removable from and not essential to the premises upon which they are located (regardless of any attachment to realty).  Customer shall provide to Zoom, and keep current for the duration of Customer’s participation in the Zoom HaaS program, the physical address identifying the location of each Leased Device.  Customer acknowledges and agrees that it shall not have any right to purchase any of the Leased Devices.
   4. Sublease of Leased Devices and Other Restrictions on Customer Use. Customer shall not (i) sublease any Leased Devices or use thereof, except with Zoom’s prior written consent; (ii) use Leased Devices other than in connection with the Zoom HaaS Program; (iii) make any alteration or attachment to a Leased Device that might create a safety hazard; (iv) use a Leased Device for any purpose other than the purpose for which it was designed; (v) use Leased Devices inconsistently with any manufacturer’s specifications; (vi) use any Leased Device in an unsafe manner or in a manner that violates applicable laws, rules, or regulations; or (vii) otherwise use any Leased Devices in a manner in violation of these HaaS Terms or the Service Agreement.
   5. Risk of Uncovered Losses and Insurance. Customer assumes, and shall bear the entire risk of, and shall, at Customer’s sole expense, be liable for any Uncovered Losses from any cause whatsoever. Customer shall bear any costs of shipping associated with the return of any Leased Devices that are reasonably determined by Zoom to be Uncovered Losses.  At all times during Customer’s participation in the Zoom HaaS Program (as set out in the then-current Order Form for HaaS Services) Customer shall take all reasonable precautions to avoid any losses or damages to the associated Leased Devices and shall maintain reasonable levels of insurance sufficient to cover any losses or damages associated with Leased Devices, including Uncovered Losses, and shall, upon request, deliver to Zoom a certificate of insurance evidencing Customer’s compliance with this insurance requirement.
   6. Termination of Zoom HaaS Program. Customer’s access to the HaaS Program requires a corresponding license to use the Zoom Meeting Services and/or Zoom Phone Services.  In the event such underlying license expires or is terminated for any reason, Customer’s access to the HaaS Services, will also be terminated.  Upon termination, Customer will be billed for any unpaid Zoom HaaS Program Charges, including any Zoom HaaS Program Charges incurred by Customer associated with improper return of Leased Devices, as discussed below.  Except as explicitly provided otherwise in these HaaS Terms or the Service Agreement, all Zoom HaaS Program payment obligations are non-cancelable and all amounts paid are non-refundable. 
   7. Return and Recovery of Leased Devices Upon Termination. Within five (5) business days of termination or expiration of the Order Form under which the HaaS Services are ordered, Customer shall return (at Customer’s expense with respect to costs associated with such return (including shipping)) the Leased Devices, including all associated accessories, to the appropriate Leasing Company or Distribution Partner (as specified by Zoom upon termination) in complete form, and in the same operating order, repair, condition and appearance as existed on the date of delivery of such Leased Devices, reasonable wear and tear excepted.  Customer’s outright failure to return the Leased Devices will be considered a material breach of these HaaS Terms and the Service Agreement.  Upon return of the Leased Devices by Customer, the applicable Leasing Company or Distribution Company shall have thirty (30) days (from the date of receipt of return delivery) to inspect the returned Leased Devices to ensure they are in the condition required under this paragraph.  In the event the Leasing Company or Distribution Company reasonably determines upon inspection that the Leased Devices are not in the condition required under this paragraph, Customer shall be liable for and shall pay to Zoom an amount equal to the Leased Device manufacturer suggested retail price (MSRP) as of the effective date of termination.  In addition, Customer shall be responsible for payment of Zoom HaaS Program Charges associated with the rental fees for Leased Devices until the earlier of: (i) shipment of the Leased Devices to the specified Leasing Company or Distribution Partner, or (ii) receipt, by Zoom, of each applicable Leased Device’s MSRP.  Nothing in this paragraph shall be construed to limit any other remedies that may be available to Zoom as a result of Customer’s breach of its obligations under these HaaS Terms or the applicable Service Agreement.
   8. Zoom Right of Deactivation and Right to Recover. In the event Customer breaches of any of its obligations under these HaaS Terms or the Service Agreement with respect to Leased Devices and such breach remains uncured for more than ten (10) calendar days following Customer’s receipt of written notification of such breach from Zoom, Zoom shall have the right to deactivate and render generally inoperable any or all Leased Devices.  In the event of Customer’s outright failure to return a Leased Device Leased Device in accordance with these HaaS Terms and such failure remains uncured for more than thirty (30) days following Customer’s receipt of written notice from Zoom identifying the uncured breach, Zoom may, personally or by its agent, at its option and without any legal process, enter upon the premises where such Leased Device is located and take immediate possession of and remove the same.    
   9. Leasing Company or Distribution Partner Termination. In the event the relationship between Zoom and one of its Leasing Companies or Distribution Partners terminates, Zoom may (in its sole discretion) and by delivering written notice to Customer: (i) terminate Customer’s then-current Order Form(s) for HaaS Services and refund to Customer any prepaid Charges associated with unused HaaS Services; or (ii) arrange for the applicable Leasing Company and/or Distribution Partner to provide the HaaS Services directly to Customer, in which case Customer shall have the option to: (1) receive the HaaS Services as arranged, or (2) terminate Customer’s then-current Order Form(s) for HaaS Services and receive a refund for any prepaid Charges associated with unused HaaS Services.
   10. Access to Customer Data. Customer acknowledges that Zoom utilizes a Leasing Company and Distribution Partner in order to provide the HaaS Services and Customer expressly authorizes Zoom to disclose Customer Data to such Leasing Company and Distribution Partner to the extent necessary to provide the HaaS Services.  Zoom shall ensure its contracts with any Leasing Company or Distribution Partner involved in the provision of the HaaS Services contain: (i) obligations to keep any Customer Data received from Zoom confidential; and (ii) to limit use of Customer Data to that which is necessary provide the HaaS Services.