Zoom Reseller Customer Professional Services Terms and Conditions

These Zoom Reseller Customer Professional Services Terms and Conditions (“PS Terms”) set forth the additional terms and conditions that apply to Customer’s purchase of Professional Services from Reseller pursuant to a Reseller Customer Agreement and associated Project Scope of Work. These PS Terms are intended to supplement the terms and conditions contained in the Service Agreement.

Zoom may elect to change or supplement these PS Terms from time to time at its sole discretion. Zoom will exercise commercially reasonable efforts to provide notice to Customer of any material changes to these PS Terms. Within ten (10) business days of posting changes to these PS Terms (or ten (10) business days from the date of notice, if such is provided), they will be binding on Customer. If Customer continues receiving Professional Services after such ten-business-day period, Customer will be deemed to have accepted the changes to these PS Terms.

1. Definitions. In addition to the Definitions in the Service Agreement which are incorporated by this reference, the following definitions apply to these PS Terms. Capitalized terms used but not defined in these PS Terms shall have the meanings ascribed to them in the Service Agreement or Project Scope of Work, as applicable.
   • “Change Order” is defined in Section 5(a) (Change Orders).
   • “Deliverables” is defined in Section 8(a) (Zoom Intellectual Property Rights).
   • “Effective Date” is defined in Section 6(a) (Term).
   • “Feedback” is defined in Section 9(c) (Feedback).
   • “Intellectual Property Rights” means all right, title, and interest to any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights anywhere in the world.
   • “Professional Services” is defined in Section 2 (Professional Services Overview).
   • “Project” means the Professional Services project provided by Zoom to Customer and further described in a Project Scope of Work.
   • “Project Scope of Work” is defined in Section 2 (Professional Services Overview).
   • “PS Warranty” is defined in Section 7(a).
   • “Reseller Customer Agreement” means the agreement between Reseller and Customer pursuant to which the Customer contracts to purchase the Professional Services from Reseller.
   • “Service Agreement” means the Zoom Reseller Customer Terms of Service (https://explore.zoom.us/en/eula-terms-of-service/) or End User License Agreement (or equivalent service agreement) in the case where Customer and Zoom have entered into a separate mutually executed written service agreement. As used in these PS Terms, “Customer” means the party purchasing the PS Service from the Reseller and referred to as “You” in the Zoom Reseller Customer Terms of Service or “Customer” in the End User License Agreement, each, as applicable). The applicable Service Agreement is incorporated into these PS Terms by this reference.
   • “Sites” is defined in Section 4 (Customer Sites and Site Visits).
   • “Site Visit” is defined in Section 4 (Customer Sites and Site Visits).
     • “Standard Service Hours” means the standard hours in which Zoom provides the Professional Services. Standard Service Hours are between the hours of 8:00 AM to 5:00 PM local location time, Monday-Friday, excluding Zoom observed holidays. Work performed outside Standard Service Hours may be subject to additional “off hours” fees, as set forth in a Change Order.
   • “Term” is defined in Section 6(a) (Term).
   • “TPM” means the Zoom Technical Project Manager who acts as the Zoom point of contact for the provision of Professional Services under a Project Scope of Work.
   • “Zoom Personnel” means Zoom employees or subcontractors providing the Professional Services.
2. Professional Services Overview. Zoom shall provide the implementation, assessment, design installation, consulting, configuration, project management, and other professional services (“Professional Services”) as described and agreed upon in writing in the Project Scope of Work portion of the Reseller Customer Agreement (“Project Scope of Work”). Customer and Zoom each agree to use commercially reasonable efforts to ensure the Project reflected in each Project Scope of Work begins within three (3) months of the Project Scope of Work’s effective date.
3. Customer Responsibilities. Customer will cooperate reasonably and in good faith with Zoom in its performance of Professional Services by: (a) providing or performing the Customer Responsibilities, Data Requirements, or similar customer obligations contained in the Project Scope of Work; (b) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Zoom to perform its obligations under the Project Scope of Work; and (c) actively participating in scheduled project meetings. Any delays in the performance of Professional Services or delivery of Deliverables caused by Customer may result in adjustment of Project timelines and/or additional fees, as set forth in a Change Order.
4. Customer Sites and Site Visits. In the event the Parties agree that the Professional Services must be performed at one or more Customer facility(ies) (“Site(s)”), the Site(s) will be separately identified in the applicable Project Scope of Work. Each visit to a separate Customer Site will be considered a separate “Site Visit”. Customer has the following obligations with respect to all Site Visits, as applicable:
   • Customer will maintain and ensure safe working conditions at each Site and shall promptly inform the TPM of any known hazardous conditions at any Site prior to any visit by Zoom Personnel.
   • Customer shall ensure that all Site hardware and network environment meets or exceed the requirements set forth in the Project Scope of Work and in any documentation provided by Zoom.
   • Customer shall promptly provide Zoom with all reasonable information, cooperation, and assistance that Zoom requests in connection with performing the Professional Services, including without limitation providing Zoom with access to Customer’s systems and networks and related system and network administrators as may be further described in the Project Scope of Work. Any failure on the part of Customer to provide the cooperation requested by Zoom, or to provide the information or hardware and software environment required, may result in adjustment of Project timelines and/or additional fees, as set forth in a Change Order.
5. Changes to the Project Scope of Work.
   • Change Orders. Zoom has no obligation to provide any Professional Services outside the scope of an agreed Project Scope of Work or to allow any changes to an agreed Project Scope of Work. To the extent Zoom agrees to accommodate changes to an agreed Project Scope of Work, such changes shall be made only in a mutually executed written change order between Zoom and Reseller (a “Change Order”) outlining the requested change and the effect of such change on the Professional Services, including without limitation the fees and the Project timeline as determined by Zoom. Any such additional fees will be charged to the Reseller, who in turn may charge the Customer. Zoom shall have no obligation to commence work in connection with any Change Order until the Change Order is agreed upon by Zoom and Reseller in writing.
   • Project Changes Requiring a Change Order. The following non-exhaustive list of items are subject to a Change Order:
     • Any items not specifically listed as a Zoom responsibility in the Project Scope of Work.
     • Any delay or failure of Customer to perform or provide the Customer Responsibilities, Data Requirements, or similar customer obligations contained in the Project Scope of Work or these PS Terms.
     • New requirements not included in the current Project scope.
     • Any removal, additions, modifications, or changes to the current Project scope as determined in design work or as reflected in the current Project Scope of Work.
     • Any delay arising due to defective or non-functional new or existing equipment or systems.
     • Site readiness delays due to network, construction, furniture/equipment, etc.
     • Any re-designation of rooms that affect deployment scope (based on environmental assessment).
     • Any delays in the performance of Professional Services or delivery of Deliverables caused by Customer, including without limitation delays in completing and returning Customer Project documentation or requests for information by Zoom, may result in an adjustment of Project timeline and additional fees charged by the Reseller.
     • Requests for Zoom to provide Professional Services outside of Standard Service Hours.
6. Term.
   • Term. These PS Terms shall take effect on the date Zoom agrees in writing to the applicable Project Scope of Work (“Effective Date”) and shall remain in effect until the date Zoom provides notice to Customer that the Professional Services (as set forth in the applicable Project Scope of Work) are complete (the “Term”).
   • Survival. The provisions of these PS Terms, which by their nature and the context in which they appear, would reasonably be expected to survive termination or expiration of these PS Terms, including, but not limited to, those relating to Warranties, Remedies, Indemnity, Limitation of Liability, Waiver of Damages, Confidentiality, and Intellectual Property, will survive its termination or expiration.
7. Warranties and Limitation of Liability.
   • With respect to the Professional Services, Zoom warrants that: (i) that the Zoom Personnel it uses to provide and perform Professional Services has the necessary knowledge, skills, experience, qualifications, and resources to provide and perform the Professional Services in accordance with these PS Terms and the Project Scope of Work; and (ii) the Professional Services will be performed for and delivered to Customer in a reasonable, diligent, workmanlike manner in accordance with industry standards (together, the “PS Warranty”).
   • Exclusive Sole Remedy for Breach of the PS Warranty. If, through no fault or delay of Customer or breach by Customer of these PS Terms, the Project Scope of Work, or the Service Agreement, the Professional Services do not conform to the foregoing PS Warranty, and Customer notifies Zoom within thirty (30) days of Zoom’s delivery of the Professional Services, then Customer may require Zoom to re-perform the non-conforming portions of the Professional Services. The foregoing remedy is Customer’s sole and exclusive remedy for a breach of this PS Warranty.
   • No Other Warranties. Customer understands and agrees that except for the limited PS Warranty provided in Section 7(a) and to the maximum extent permitted by law, the Professional Services and Deliverables are otherwise provided “as is” and Zoom, its affiliates, subcontractors, suppliers and resellers expressly disclaim all warranties of any kind related to the performance of Professional Services and the Deliverables hereunder, whether express, implied, or statutory, including without limitation any warranty of merchantability, fitness for a particular purpose, or non-infringement. Zoom, its affiliates, subcontractors, suppliers and resellers make no warranty or representation regarding the results that may be obtained from the use of the Professional Services or the Deliverables, regarding the accuracy or reliability of any information obtained through the Professional Services or the Deliverables, or that the Professional Services will meet any user’s requirements, or be uninterrupted, timely, secure or error free. Use of the Professional Services or the Deliverables, including without limitation any material and/or data downloaded or otherwise obtain through use of the Professional Services, is at Customer’s sole risk. Zoom cannot guarantee and does not promise any specific results from the provision of the Professional Services or the Deliverables.
   • Limitation of Liability.
     • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE PS TERMS OR THE SERVICE AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL ZOOM, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, LICENSORS, RESELLERS, OR SUPPLIERS BE LIABLE TO CUSTOMER, ITS USERS, OR ANY OTHER THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR ANY OTHER LOSS INCURRED BY CUSTOMER, ITS USERS, OR ANY OTHER THIRD PARTY IN CONNECTION WITH THESE PS TERMS, THE PROJECT SCOPE OF WORK, OR THE PROFESSIONAL SERVICES, REGARDLESS OF WHETHER ZOOM HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
     • NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE PS TERMS OR THE SERVICE AGREEMENT, ZOOM’S AND ITS AFFILIATE’S, SUBCONTRACTOR’S, SUPPLIER’S AND RESELLER’S AGGREGATE LIABILITY TO CUSTOMER, ITS USERS, OR ANY OTHER THIRD PARTY ARISING OUT OR RELATING TO THESE PS TERMS, THE PROFESSIONAL SERVICES, OR THE DELIVERABLES SHALL IN NO EVENT EXCEED FIFTY THOUSAND DOLLARS ($50,000.00). THIS LIABILITY IS CUMULATIVE AND NOT PER-INCIDENT (I.E., THE EXISTENCE OF TWO OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT). ANY CLAIM ARISING OUT OF OR RELATING TO THESE PS TERMS OR THE PROFESSIONAL SERVICES MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS OF THE EVENTS GIVING RISE TO THE CLAIM.
8. Confidentiality.
   • Communication with Customers. Notwithstanding anything to the contrary in the Confidentiality section of the Service Agreement or any other confidentiality terms in effect between Zoom and Customer, the Parties acknowledge and agree that Zoom may communicate with its subcontractors and Resellers (and, if applicable, their affiliates, resellers, or distributors) with respect to any matter relating to the Professional Services or a Project Scope of Work.
   • Non-Exclusivity of Professional Services. Notwithstanding the Confidentiality obligations set forth in the Service Agreement or any other confidentiality terms in effect between Zoom and Customer, Customer acknowledges and agrees that (i) multiple customers may require similar Professional Services or Deliverables and that Zoom may be developing similar Professional Services and Deliverables for other third parties; (ii) Zoom may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer; (iii) nothing will prohibit Zoom from developing or having developed for it customizations, configurations, features, concepts, systems or techniques that are similar to the Deliverables; and (iv) nothing will prohibit Zoom from re-using with another customer or making generally available as part of the Services all or part of any customization, configuration, feature, concept, system or technique developed hereunder.
9. Intellectual Property.
   • Zoom Intellectual Property Rights. Zoom owns and will continue to own all Intellectual Property Rights in and to the Professional Services and associated products, features, deliverables, data tools, reports, scripts, sketches, diagrams, text, know-how, concepts, proofs of concepts, artwork, software, algorithms, methods, processes, identifier codes, materials, documentation, instructions, or other technology provided or developed by Zoom (or a third party acting on Zoom’s behalf) under these PS Terms or a Project Scope of Work (the “Deliverables”), including modifications, enhancements, improvements or derivative works of any of the foregoing, regardless of who first conceives or reduces to practice such Deliverables. Nothing in these PS Terms or a Project Scope of Work transfers or assigns Zoom’s Intellectual Property Rights associated with the Deliverables or the Professional Services provided by Zoom and/or licenses provided with respect to any other Zoom Services. All rights not expressly granted herein are reserved and retained by Zoom and its licensors.
   • Limited License for Deliverables. To the extent any Deliverable is provided by Zoom to Customer in the course of provision of Professional Services under any Project Scope of Work, Zoom hereby grants Customer, for the sole purpose of Customer’s internal use of such Deliverable, a limited, royalty-free, non-exclusive, non-transferable, revocable, and non-sublicensable license to use such Deliverable to the extent reasonably required for Customer to avail itself of the benefits of the Professional Services provided by Zoom under this PS Terms, only for the duration of these PS Terms.
   • Feedback. This Section applies only to the extent the same subject matter is not addressed in the Service Agreement. By submitting ideas, improvements, suggestions, documents, and/or proposals, whether in writing, oral, or electronic, regarding the Professional Services or Deliverables (“Feedback“) to Zoom, Customer acknowledges and agrees that: (a) Customer’s Feedback does not contain confidential or proprietary information; (b) Zoom is under no obligation of confidentiality, express or implied, with respect to the Feedback; (c) Zoom may already be developing a solution related to the Feedback; and (d) Customer grants Zoom a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, commercialize, create derivative works of, incorporate into its products and services, and publish the Feedback for any purpose, without compensation to Customer. Customer acknowledges that it has no rights in or to anything of Zoom’s (Intellectual Property or otherwise) as a result of Zoom’s use of any such Feedback.
10. Miscellaneous.
    • Subcontractors. Zoom may, in its sole discretion, use subcontractors to perform all or a portion of the Professional Services. Zoom will be responsible for the performance of Professional Services by Zoom Personnel and their compliance with Zoom’s obligations under these PS Terms, except as otherwise specified herein.
    • Relationship to Other Services. These PS Terms are limited to Professional Services and do not convey any right to use any other Services. Any and all Zoom Services must be purchased separately from Professional Services and at additional cost.
    • Order of Precedence. In the event of a conflict or inconsistency between these PS Terms and any terms contained in the Service Agreement or any Project Scope of Work, the conflict or inconsistency shall be resolved by giving precedence in the following order (1) the Project Scope of Work; (2) these PS Terms; and (3) the Service Agreement.
    • Non-Solicitation. Customer shall not hire or solicit the employment of any Zoom Personnel during the Term of these PS Terms or any Project Scope of Work and for a period of one (1) year from the date that Zoom Personnel last provided Professional Services to Customer.
    • Relationship of the Parties. Zoom and Customer are independent contractors and these PS Terms will not establish any relationship of partnership, joint venture, employment, franchise or agency between Zoom and Customer.
    • Force Majeure. This Section applies only to the extent the same subject matter is not addressed in the Service Agreement. Except for the obligation to pay monies due and owing, neither Party will be liable for any delay or failure in performance due to events outside the defaulting Party’s reasonable control, including without limitation: natural disasters, pandemics, contagions, viruses, shelter-in-place orders (whether lawful or not), earthquakes, fires, floods, labor disputes, extreme weather events, industry wide shortages of supplies, actions of governmental entities, riots, war, terrorism, epidemics, or delays of common carriers, or other circumstances beyond its reasonable control. The obligations and rights of the defaulting Party will be extended for a period equal to the period during which such Force Majeure event prevented such Party’s performance.