HomeMy WebLinkAbout2023-193-E-IT Dept-Zoom Video Communications-Additional Zoom RoomRevised 04/23
NORTH CAROLINA
CONTRACT AMENDMENT
ORANGE COUNTY
THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 4th day of May, 2023 by and
between ORANGE COUNTY (hereinafter referred to as “County”) and Zoom Video Communications Inc (hereinafter
referred to as “Provider”).
WITNESSETH:
THAT WHEREAS, the County and Provider entered into a contract dated September 14, 2022, (hereinafter the “Original
Agreement”), for the provision of services for subscription of Zoom rooms for videoconferencing; and
WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and
conditions of the Original Agreement not inconsistent with the terms and conditions set forth below.
NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to
amend the Original Agreement as follows:
1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended
to reflect an end date by which all Services shall be completed of August 31, 2023.
2. Attachment 1 to the Original Agreement is amended by adding the following tasks and services to the
Services to be provided by the Consultant: 1 each – additional Zoom Room Annual (see attachment B)
3. Article 1, Section 5 is amended to reflect a maximum payable not-to-exceed amount of fifty-one-thousand-
eight-hundred-thirty-nine and 26/100 dollars ($51,839.26 = $172.26 amendment + $51,667.00 original
contract).
4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent
it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original
Agreement and the terms of this Amendment, this Amendment shall control.
IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above
written.
ORANGE COUNTY PROVIDER
______________________________ __________________________________
Bonnie Hammersley Deborah Fay
County Manager Deputy General Counsel
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
5/4/20235/8/2023
Revised 04/23
ORANGE COUNTY—INTERNAL USE ONLY
______________________________________________________________________________
Finance Information
Vendor Name: Zoom Video Communications, Inc Vendor Contact Person: Deborah Fay Phone: Address: 55 Almaden Blvd.
6th Floor City San Jose State: CA Zip: 95113 Department: IT Amount: $172.26 (original contract amount $51,667.00) Purpose:
Additional Zoom Room Budget Code(s): 10315020-625010 Vendor # 66383
Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes X No
Contract Details
Contract Type: New X Amendment (Original Contract: 14 September 2022) (Most Recent Amendment )
Effective Date 4 May 2023 End Date Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: ); Made or Administered by
Signature Authority
- BOCC Express Delegation (Agenda Date: )
- Policy 9.4: Under $5,000; X Service Under $90,000; Construction Under $250,000
- Budget Policy Section XV (Capital Improvement Project: )
Bidding
Informal Bidding ($30k-$90k); Formal RFP ($90k+); X Other (<$30k); Exception(# )
Department Affirmation
This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project
has not been initiated prior to execution of the agreement.
Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that
was addressed:
Department Director’s Signature ________________________________________ Date: ________
Information Technologies
This agreement has been reviewed and is approved as to information technology content and specifications:
Office of the Chief Information Officer___________________________________ Date: ________
Inapplicable because no hardware/software purchases or related services
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer ___________________________________ Date: _________
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act:
Office of the Chief Financial Officer ____________________________________ Date: _________
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney __________________________________________Date: ________
Clerk to the Board
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Received for record retention:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
5/4/2023
5/4/2023
5/8/2023
5/8/2023
Revised 04/23
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
Amendment Form Number: Q2093513
Valid Until: 05/12/2023
Zoom Video Communications Inc. ('Zoom')
55 Almaden Blvd, 6th Floor
San Jose, CA
This Zoom Amendment Form is for adjusting or amending an existing Order Form, or for the purchase of the
Zoom subscriptions and / or services set forth below. The use and delivery of any services provided for herein
shall be governed by the Zoom Terms of Service found at http://www.zoom.us/terms (unless Customer and Zoom
have entered a written governing Master Subscription Agreement, in which case such written agreement will
govern).
AMENDMENT NAME BILLING
PERIOD QUANTITY EFFECTIVE
PRICE
EXTENDED
TOTAL
ESTIMATED
PRORATED
AMOUNT
New Rate Plan "Zoom
Rooms Annual"Zoom Rooms Annual Annual 14 USD 499.00 USD 6,986.00 USD 2,411.61
Removed Rate Plan
"Zoom Rooms Annual"Zoom Rooms Annual Annual -13 USD 499.00 USD -6,487.00 USD -2,239.35
(Before Taxes)
Annual Incremental Spend:
Associated Invoice Amount:
USD 499.00
USD 172.26
Other Terms & Notes
Special Notes:
Billed To
Customer: Orange County Government- NC
Account Legal Name: Orange County Health Department
Contact Name: Sally Kadle
131 W MARGARET LN # 300
HILLSBOROUGH, North Carolina
27278, United States
Email Address: skadle@orangecountync.gov
Phone: 9192452281
Sold To
Customer: Orange County Government- NC
Account Legal Name: Orange County Health Department
Contact Name: Sally Kadle
131 W MARGARET LN # 300
HILLSBOROUGH, North Carolina
27278, United States
Email Address: skadle@orangecountync.gov
Phone: 9192452281
Auto Renew: No
Term End Date (co-terminus with the existing contract): 08/31/2023
Initial Paid Subscription Term: 12 Month
Paid Period Start Date: 04/27/2023
Billing Method: Email
Currency: USD
Payment Term: Net 30
Attachment BDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
The first Invoice amount from this Quote will be prorated based on the existing subscription billing cycle date and thus invoice amount will be different
from the above Monthly and Annual Incremental Spend.
Should Customer's existing subscription term be extended via this Amendment order, the revised subscription term will apply to Customer’s entire existing
subscription.
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 500 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.
Enterprise Named Host Plan includes 500 meeting capacity and webinar 500 attendee capacity for all named users.
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.
The customer acknowledges that the Estimated Prorated Amount reflected in the Order Form herein may be subject to change (e.g. based on the provisioning date of
the Order Form and other applicable factors) and is provided for informational purposes only.
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.
Professional Services, if purchased, will be presented in a separate Order Form.
Accepted and agreed as of the date specified below by the authorized representative of Customer
Signature:
\s1\
Print Name: \n1\
Date: \d1\
Zoom Service Effective Date: 04/27/2023
PO # (If Applicable):
VAT # (If Applicable):
TAN # (If Applicable):
The Services will be activated within 48 hours of order signature or Zoom Service Effective Date, whichever is later.
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.
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
NORTH CAROLINA
[Departmental Use Only]
TITLE Zoom Services
FY 23
ZOOM SERVICES AGREEMENT
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of
September, 2022, (“Effective Date”) by and between Orange County, North Carolina a
political subdivision of the State of North Carolina (hereinafter, the "County" or “Customer”)
and Zoom Video Communications, Inc., (hereinafter, the "Provider" or “Zoom”).
WITNESSETH:
That the County and Provider, for the consideration herein named, do hereby agree as
follows:
1. 1. Services
a. a. Scope of Work.
i. i) This Agreement is for services to be rendered by Provider to County with
respect to the Zoom Services as further described in the Addendum to this
Agreement attached hereto and referenced herein as Attachment 1.
i. ii) By executing this Agreement, the Provider represents and agrees that Provider
is qualified to perform and fully capable of performing and providing the services
required or necessary under this Agreement in a fully competent, professional
and timely manner.
i. iii) Time is of the essence with respect to this Agreement.
i. iv) The services to be performed under this Agreement consist of Basic Services,
as described and designated in Section 3 hereof. Compensation to the Provider
for Basic Services under this Agreement shall be as set forth herein.
i. 2. Responsibilities of the Provider
a. a. Services to be provided. The Provider shall provide the County with all services
required in Section 3 to satisfactorily complete the Project within the time limitations
set forth herein and in accordance with the highest professional standards.
a. b. Standard of Care.
i. i) The Provider shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards
of this type of Provider practice throughout the United States and in accordance
with applicable federal, state and local laws and regulations applicable to the
performance of these services. Provider is solely responsible for the professional
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quality, accuracy and timely completion and submission of all work related to the
Basic Services.
i. ii) Provider shall be responsible for all errors or omissions of its agents,
contractors, employees, or assigns in the performance of the Agreement.
Provider shall correct any and all errors, omissions, discrepancies, ambiguities,
mistakes or conflicts at no additional cost to the County.
i. iii) Reserved.
i. iv) Provider is an independent contractor of County. Any and all employees
of the Provider engaged by the Provider in the performance of any work or
services required of the Provider under this Agreement, shall be considered
employees or agents of the Provider only and not of the County, and any and all
claims that may or might arise under any workers compensation or other law or
contract on behalf of said employees while so engaged shall be the sole obligation
and responsibility of the Provider.
i. v) If activities related to the performance of this Agreement require specific licenses,
certifications, or related credentials Provider represents that it or its employees,
agents and subcontractors engaged in such activities possess such licenses,
certifications, or credentials and that such licenses certifications, or credentials are
current, active, and not in a state of suspension or revocation.
i. vi) In determining the Basic Services to be provided, should any documents
be referenced in this Agreement, the terms of this Agreement shall have priority
in any conflict between the terms of referenced documents and the terms of this
Agreement.
i. vii) Reserved.
i. 3. Basic Services
a. a. Basic Services. The Services to be rendered pursuant to this Agreement along
with the additional terms and conditions for those Services as set forth in Attachment 1.
a. 4. Duration of Services
a. a. Term and Termination; Suspension. Each Order Form (as defined in
Attachment 1) will specify a Service Effective Date, an Initial Subscription Term, and a
Renewal Term for the Services subscribed to in that Order Form.
a. b. Term and Renewal. Unless specified otherwise in the Order Form, a Renewal
Term will commence upon written agreement of the parties.
a. 5. Compensation
a. a. Compensation for Basic Services. Compensation for Basic Services shall
include all compensation due the Provider from the County for all services satisfactorily
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(as determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed fifty-one thousand and
six-hundred and sixty-seven and no/100 Dollars ($51,667.00) (see
Attachment 1). Payment for satisfactorily performed Basic Services shall become due
and payable within thirty (30) days of Provider properly invoicing County. Payment
shall be subject to provisions of Section 5(b).
a. b. Disputes. In the event the amount stated on an invoice is disputed by the County, the
County may withhold payment of all or a portion of the amount stated on an invoice until
the parties resolve the dispute. Should Provider fail to perform its duties under the terms
of this Agreement, County may, without fault or penalty, withhold any payment
associated with the work to be performed until such time as said work is completed.
a. c. Additional Services. County shall not be responsible for costs related to any
services in addition to the Basic Services performed by Provider unless County requests
such additional services in writing and such additional services are evidenced by a
written amendment to this Agreement.
a. 6. Responsibilities of the County
a. a. Cooperation and Coordination. The County has designated Jim Northrup to act as
the County's representative with respect to the Project who shall have the authority to
render decisions within guidelines established by the County Manager or the County
Board of Commissioners and who shall be available during working hours as often as
may be reasonably required to render decisions and to furnish information.
a. 7. Insurance
a. a. General Requirements. Provider shall obtain, at its sole expense, Commercial
General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance,
and any additional insurance as may be required by County’s Risk Manager as such
insurance requirements are described in the Orange County Risk Transfer Policy and
Orange County Minimum Insurance Coverage Requirements (each document is
incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If
County’s Risk Manager determines additional insurance coverage is required such
additional insurance shall consist of N/A (if no additional insurance required mark N/A
as being not applicable). Provider shall not commence work until such insurance is in
effect and certification thereof has been received by the County's Risk Manager.
a. 8. Indemnity
a. a. Indemnity. To the extent authorized by North Carolina law the Provider agrees,
without limitation, to defend, indemnify and hold harmless the County from all loss,
liability, claims or expense, including attorney's fees, arising out of or related to the
violation of applicable law, or infringement by the Services of any copyright, trademark
or trade secret of a third party, or any U.S. patent. This indemnity will not apply to any
Claim that the infringement arose from the combination of the Services with software,
hardware, content, data or other items not supplied by Zoom. In the event that the
licensed Services are, or in Zoom’s sole opinion are likely to be, enjoined
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
due to the type of infringement described in this Section, Zoom, at its option and
expense, may (a) replace the applicable Services with functionally equivalent non-
infringing technology or (b) obtain a license for Customer’s continued use of the
applicable Services, or, if the foregoing alternatives are not reasonably available to
Zoom (c) terminate this Agreement and refund any sums prepaid for Services not
provided as a result of such termination.
a. 9. Amendments to the Agreement
a. a. Changes in Basic Services. Changes in the Basic Services and entitlement to
additional compensation or a change in duration of this Agreement shall be made by a
written Amendment to this Agreement executed by the County and the Provider. The
Provider shall proceed to perform the Services required by the Amendment only after
receiving a fully executed Amendment from the County.
a. 10. Additional Provisions
a. a. Limitation and Assignment. The County and the Provider each bind themselves,
their successors, assigns and legal representatives to the terms of this Agreement. Neither
the County nor the Provider shall assign or transfer its interest in this Agreement without
the written consent of the other, except that this Agreement be assigned or transferred
without such consent to (a) an Affiliate, or (b) a successor by merger. Any purported
assignment in violation of this section shall be void..
a. b. Governing Law. This Agreement and the duties, responsibilities, obligations and
rights of respective parties hereunder shall be governed by the laws of the State of North
Carolina. By executing this Agreement Provider affirms that Provider and any
subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter
64 of the North Carolina General Statutes. By executing this Agreement Provider
certifies that Provider has not been identified, and has not utilized the services of any
agent or subcontractor identified, on the list created by the State Treasurer pursuant to
G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not
been identified, and has not utilized the services of any agent or subcontractor identified,
on the list created by the State Treasurer pursuant to G.S. 147-86.81.
a. c. Non-Discrimination. Provider shall at all times remain in compliance with all
applicable local, state, and federal laws, rules, and regulations including but not limited
to all state and federal non-discrimination laws, policies, rules, and regulations and the
Orange County Non-Discrimination Policy and Orange County Living Wage Policy
(each policy is incorporated herein by reference and may be viewed at
http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any
violation of the Orange County Non-Discrimination Policy is a breach of this Agreement
and County may immediately terminate this Agreement without further obligation on the
part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination.
a. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek
damages with respect to any provision of, or the performance or non-performance of,
this Agreement shall be brought in the General Court of Justice of North Carolina sitting
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
in Mecklenburg County, North Carolina. It is agreed by the parties that no other court
shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration
may not be initiated by either Party, however, the Parties may agree to nonbinding
mediation of any dispute prior to the bringing of such suit or action.
a. e. Entire Agreement. This Agreement (including the Addendum and exhibits to
the Addendum in Exhibit A) represents the entire and integrated agreement between the
County and the Provider and supersedes all prior negotiations, representations or
agreements, either written or oral. This Agreement may be amended only by written
instrument signed by both parties. Modifications may be evidenced by facsimile
signatures.
a. f. Severability. If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the
Parties.
a. g. Ownership of Work Product. Should Provider’s performance of this Agreement
generate documents, items or things that are specific to this Project such documents,
items or things shall become the property of the County and may be used on any other
project without additional compensation to the Provider. The use of the documents,
items or things by the County or by any person or entity for any purpose other than the
Project as set forth in this Agreement shall be at the full risk of the County.
a. h. Non-Appropriation. Provider acknowledges that County is a governmental
entity, and the validity of this Agreement is based upon the availability of public funding
under the authority of its statutory mandate.
In the event that public funds are unavailable or not appropriated for the performance of
County’s obligations under this Agreement, then this Agreement shall automatically
expire without penalty to County immediately upon written notice to Provider of the
unavailability or non-appropriation of public funds. It is expressly agreed that County
shall not activate this non-appropriation provision for its convenience or to circumvent
the requirements of this Agreement.
In the event of a change in the County’s statutory authority, mandate or mandated
functions, by state or federal legislative or regulatory action, which adversely affects
County’s authority to continue its obligations under this Agreement, then this Agreement
shall automatically terminate without penalty to County upon written notice to Provider
of such limitation or change in County’s legal authority.
a. i. Signatures. This Agreement together with any amendments or modifications
may be executed electronically. All electronic signatures affixed hereto evidence the
consent of the Parties to utilize electronic signatures and the intent of the Parties to
comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66.
a. j. Notices. Any notice required by this Agreement shall be in writing and delivered
by certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
Attention:Jim Northrup Zoom
P.O. Box 8181 55 Almaden Blvd,
6th Floor
Hillsborough, NC 27278 San Jose, CA 95113
[SIGNATURE PAGE TO FOLLOW]
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
ORANGE COUNTY: PROVIDER:
By: _______________________________
Bonnie Hammersley
County Manager
By: ________________________________
Deborah Fay
Deputy General Counsel
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E
9/22/20229/23/2022
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
ORANGE COUNTY—DEPARTMENT USE ONLY
Party/Vendor Name: Zoom Video Communications, Inc. Party/Vendor Contact Person: Deborah Fay Contact
Phone: 353-87-787-0173 Party/Vendor Address: 55 Almaden Blvd., 6th Floor City San Jose State: CA Zip:
95113 Department: Information Technologies Amount: $51,667.00 Purpose: Budget Code(s): 10315020
625010 Vendor # 66383 (N/A if new vendor) Vendor is a BOCC consultant? Yes No X Contract
Type: (Check one) New X Renewal Amendment Effective Date Approved by Board Yes No X Agenda
Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No
This agreement is approved as to technical form and content and I as Department Director affirmatively state work
on this project has not been initiated prior to execution of the agreement:
Department Director’s Signature Date:
Agreements for emergency services or repair are not subject to the above affirmation. If services related to this
agreement have already begun or been completed please briefly describe the nature of the emergency condition that
was addressed:
Information Technologies
(Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is
approved as to information technology content and specifications:
Office of the Chief Information Officer Date:
Risk Management
This agreement is approved for sufficiency of insurance standards, specifications, and requirements:
Office of the Risk Management Officer Date:
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
Office of the Chief Financial Officer Date:
Legal Services
This agreement is approved as to legal form and sufficiency:
Office of the County Attorney Date:
Clerk to the Board
Received for record retention:
All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov
The following signature block is for hard copies only and is not required for Docusign contracts:
Office of the Clerk to the Board Date:_
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016E
9/23/2022
9/23/2022
9/23/2022
9/23/2022
9/23/2022
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Zoom Master Subscription Agreement 2021 v.4.1 Page 1 of 12
ATTACHMENT 1
ZOOM VIDEO COMMUNICATIONS
ADDENDUM TO THE SERVICE AGREEMENT
This is an addendum (“Addendum”) is effective as of September 14, 2022 (“Effective Date”) forms part of the Service
Agreement dated September 14, 2022, (the "Agreement”) between Zoom Video Communications, Inc. (“Zoom" or “Provider”)
and the Orange County, North Carolina a political subdivision of North Carolina (“County” or “Customer”) and governs the
County’s use of the Services (defined in the Agreement) to which County has subscribed to under an Order Form. Except as
expressly amended herein, the Agreement will remain unaltered and in full force and effect. Capitalized terms not defined herein
shall have the same meaning as the capitalized terms in the Agreement, unless otherwise stated.
1. Definitions. The following definitions will apply in this Agreement and the Order Forms, and any reference to the singular
includes a reference to the plural and vice versa. Service specific definitions are found on Exhibit A.
“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by or is under common
control with that party. For purposes of this Agreement, “control” means an economic or voting interest of at least fifty
percent (50%) or, in the absence of such economic or voting interest, the power to direct or cause the direction of the
management and set the policies of such entity.
“Agreement” means this Master Subscription Agreement, together with all Exhibits and all Order Forms entered into
pursuant to this Master Subscription Agreement, each of which is incorporated herein by reference.
“Charges” is defined in Section 5.
“Claim” is defined in Section 15.1.
“Confidential Information” is defined in Section 8.
“Customer Content” is defined in Section 4.2.
“Customer Data” is defined in Section 4.1.
“Downtime” means the Services were not available to the Internet due to causes within the reasonable control of Zoom
other than scheduled maintenance performed between the hours of 11 pm and 3 am PT. Downtime does NOT include any
inability of Customer to access the Services caused by third parties outside of the control of Zoom (such as internet service
providers, network service providers or telecommunications service providers) or caused by Customer hardware, software,
systems or networks.
“End User” means a Host or Participant (as defined in Exhibit A) who uses the Services.
“Initial Subscription Term” means the initial subscription term for a Service as specified in an Order Form.
“Laws” means all U.S. or non-U.S. national, regional, state, provincial or local laws, statutes, rules, regulations, ordinances,
administrative rulings, judgments, decrees, orders, directives, policies, or treaties applicable to Zoom’s provision and
Customer’s use of the Services.
“Order Form” is defined in the Preamble.
“Service Effective Date” means the date that an Initial Subscription Term begins as specified in an Order Form.
“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.
“School Subscriber” is defined in Exhibit A.
“Services” means the Zoom Meeting Services and/or Zoom Phone Services described in Exhibit A to which Customer has
subscribed as specified in one or more Zoom Order Form(s).
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
Zoom Master Subscription Agreement 2021 v.4.1 Page 2 of 12
“Taxes and Fees” and “Taxes or Fees” means all applicable sales, use, value-added or regulatory taxes, fees, duties,
charges, surcharges or assessments levied on the provision of Services to Customer (exclusive of any income tax imposed
on Zoom).
2. Access, Use, Customer Responsibility.
2.1 Right to Use. Zoom hereby grants to Customer a non-exclusive, non-transferable right for Customer to use the
Services, subject to the terms and conditions of this Agreement for the Initial Subscription Term and any Renewal
Term as specified in the Order Form. Zoom reserves the right to enhance or modify features of the Services but will
not materially reduce the core functionality or discontinue any Services without providing prior written notice to
Customer. Customer will receive standard updates to the Zoom Services that are made generally available by Zoom
during the term specified in the Order Form. However, Zoom reserves the right to offer additional functionality or
premium feature improvements for an additional cost. All rights not expressly granted herein are reserved by Zoom
and its licensors.
2.2 Beta Versions. Zoom or its Affiliates may, from time to time, offer access to services that are classified as Beta
version (i.e., a version that is not generally available). Access to and use of Beta versions may be subject to
additional agreements. Zoom makes no representations that a Beta version will ever be made generally available and
reserves the right to discontinue or modify a Beta version at any time without notice. Beta versions are provided AS
IS, may contain bugs, errors or other defects, and Customer’s use of a Beta version is at the sole risk of the
Customer.
2.3 Customer Use and Responsibility. Customer may only use the Services pursuant to the terms of this Agreement
and all use must conform to Zoom’s Privacy Policy, Acceptable Use Policy, and to the use limits imposed by the
purchased plan level. Customer is solely responsible for its and its End Users use of the Services and shall abide by,
and ensure compliance with, all Laws in connection with its and each End User’s use of the Services, including but
not limited to Laws related to recording, intellectual property, privacy and export control/economic sanctions.
2.4 Prohibited Use; Notification of Unauthorized Use. Customer shall not use, and shall not permit any End User to
use, the Services to: (a) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise
attempt to gain access to the source code of the Services; (b) knowingly or negligently use the Services in a way that
abuses, interferes with, or disrupts Zoom’s networks, Customer accounts, or the Services; (c) engage in activity that
is illegal, fraudulent, false, or misleading, (d) transmit through the Services any material that may infringe the
intellectual property or other rights of third parties; (e) build or benchmark a competitive product or service, or copy
any features, functions or graphics of the Services; or (f) use the Services in violation of Zoom’s Acceptable Use
Policy or any other policy referenced herein, or any applicable Law. Customer shall notify Zoom immediately if it
becomes aware of any unauthorized use of any password or account or any other known or suspected breach of
security or misuse of the Services. If Customer becomes aware of any violation of this Agreement in connection
with use of the Services by any person, Customer may contact Zoom at violation@zoom.us. Zoom will investigate
any complaints of violations that come to its attention and may take any action that it believes is appropriate, in its
sole discretion, including, but not limited to, issuing warnings, removing content, suspending services, or terminating
accounts and/or End User profiles.
3. Intended Use; Restrictions on Use by Children; No Commercial Transfer. The Services are intended for business use.
Customer may choose to use the Services for other purposes, subject to the terms and conditions of this Agreement. Zoom
is not intended for use by individuals under the age of 16, unless it is through a School Subscriber using Zoom for
Education (K-12). Individuals under the age of 16 may not create accounts or use the Services except as described herein.
Customer may not sublicense, sell, resell, transfer, assign, distribute, use on a timeshare or service bureau basis, or charge
fees to other parties for use of the Services.
4. Customer Data and Content; Responsibility for Use.
4.1 Customer Data. Customer Data is information provided to Zoom so that Zoom can fulfill the terms of the
Agreement and provide access to the Services (e.g., Company name, billing address, contact name and information).
Customer is solely responsible for the accuracy of Customer Data, and Zoom has no liability whatsoever for errors
and omissions in Customer Data.
4.2 Customer Content. Customer Content is any data or content originated by Customer, or an End User, and stored or
transmitted using the Services. Customer Content includes files, documents, recordings, chat logs, meeting subject
and attendees, transcripts, and any other information Customer or End Users may upload into the Services in
connection with the use of the Services. Zoom collects and processes Customer Content only at the direction of
Customer and for no other purposes than the provision of Services hereunder. As between Customer and Zoom,
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Customer shall retain ownership of all Customer Content. For the avoidance of doubt, in no event shall Zoom be a
Data Controller, as defined in the GDPR, or the substantial equivalent of a Data Controller under any Law. For
purposes of Section 8 below, Customer Content is not “disclosed” to Zoom.
4.3 Customer Responsibility for Customer Content. As between Zoom and Customer, Customer is solely responsible
for the use of the Customer Content and compliance with all Laws pertaining to the Customer Content, including, but
not limited to, Laws requiring Customer to obtain the consent of a third party to use the Customer Content and to
provide appropriate notices of third-party rights. Customer grants to Zoom a limited right to modify, reproduce and
distribute the Customer Content, solely in connection with providing the Services. Customer represents and warrants
that it has the right to upload the Customer Content to Zoom and that such use does not violate or infringe on any
rights of any third party. Under no circumstances will Zoom be liable in any way for any (a) Customer Content that
is transmitted or viewed while using the Services, (b) errors or omissions in Customer Content, or (c) any loss or
damage of any kind incurred as a result of the use of, access to, or denial of access to Customer Content.
4.4 Zoom Obligations for Customer Content. Zoom will maintain reasonable physical and technical safeguards to
prevent unauthorized disclosure of or access to Customer Content, in accordance with industry standards. Zoom will
notify Customer if it becomes aware of unauthorized access to Customer Content. Zoom will not access, view or
process Customer Content except (a) as provided for in this Agreement and in Zoom’s Privacy Policy; (b) as
authorized or instructed by Customer, (c) as required to perform its obligations under this Agreement; or (d) as
required by Law. Zoom has no other obligations with respect to Customer Content.
4.5 Data Processing Agreements and Similar Agreements. Upon request, Zoom will prepare and execute a data
processing agreement or addendum to this Agreement further delineating the Parties’ responsibilities with respect to
information that reasonably identifies a specific individual.
5. Prices and Fulfillment. For each Service subscription that Zoom provisions to Customer, Zoom will bill Customer certain
non-recurring and recurring charges at prices set forth in the applicable Order Form. The prices specified in the Order
Form include all Zoom charges for the right to use the Services and are exclusive of all Taxes and Fees. Prices include
standard support (see Zoom Help Center) and generally available updates to the Services. Separate charges for overage
amounts and per-use charges may also apply, which charges will be described in the Order Form, and Customer agrees to
pay these charges if Customer incurs them. Prices for professional services, if any, will be set forth in a professional
services Order Form. All such Zoom charges are referred to as “Charges”.
5.1 Price Changes. Zoom may change prices for the Services from time to time, in its sole discretion. Any price
changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that Zoom shall
provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal
Term. Prices for Services may also change if Customer chooses to increase or decrease the number of subscriptions
or add Services. Price changes will be effective at the time Customer makes such changes to Customer’s account.
5.2 Discounts and Promotional Pricing. Prices specified in the Order Form may include discounts or promotional
pricing. These discounts or promotional pricing amounts may be temporary and may expire upon the
commencement of a Renewal Term, without additional notice. Zoom reserves the right to discontinue or modify any
promotion, sale or special offer at its sole and reasonable discretion.
6.
6.1 Withholding. To the extent that any amounts payable by Customer are subject to withholding Taxes and Fees, the
amount payable shall be grossed up by Customer when customer remits payment such that the amount paid net of
withholding Taxes and Fees equals the amount invoiced by Zoom.
6.2 Tax Exemptions. In the event Customer is exempt from any Tax or Fee, Customer will provide Zoom with all
appropriate resale certificates, VAT registration numbers, and/or other documentation satisfactory to the applicable
taxing authorities to substantiate such exemption status.
6.3 Billing and Contract Information; Billing Disputes. Customer represents and warrants that the Customer Data
provided to Zoom is complete and accurate. If Customer believes an invoice is incorrect, Customer must contact
Zoom in writing within thirty (30) days of the date of the invoice, and identify the amount in question, to be eligible
to receive an adjustment or credit, which adjustment or credit, if any, shall be determined by Zoom in Zoom’s
reasonable discretion after reviews all relevant information.
7. Zoom Proprietary Rights. Zoom or its licensors own and shall retain all proprietary rights, including all copyright,
patent, trade secret, trademark, trade name and all other intellectual property rights, in and to the Services. Zoom shall
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retain ownership of any suggestions, ideas, enhancement requests, feedback, recommendations or other information
provided by Customer or any other party relating to the Services. The Services are protected by copyright laws and
international copyright treaties, as well as other U.S. federal, state and international intellectual property laws and treaties.
Customer acknowledges that the rights granted under this Agreement do not provide Customer with title to or ownership of
the Services, but only a right to use under the terms and conditions of this Agreement.
8. Confidentiality. Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter
132 of the North Carolina General Statutes. Each party agrees to regard and preserve as confidential all non-public
information provided by the other party relating to the business, systems, operations, strategic plans, clients, pricing
(including, but not limited to, the pricing terms herein), methods, processes, financial data, programs, and/or products of
the other party in any form, that are designated as “confidential,” or a reasonable person knows or reasonably should
understand to be confidential (herein “Confidential Information”). For purposes of this Agreement, Customer’s
Confidential Information shall include Customer Data, and any information disclosed to Zoom by the Customer relating to
the business, systems, operations, strategic plans, clients, pricing, methods, processes, financial data, programs, and/or
products of the Customer. Each party agrees to limit its disclosure of the other party’s Confidential Information to as few
persons as possible and only to those persons with a need to know that are its or its Affiliates’ personnel and subject to an
obligation to keep such information confidential. Except as needed to fulfill their respective obligations under this
Agreement, neither party shall, without first obtaining the other party’s prior written consent, disclose to any person, firm
or enterprise, except as expressly permitted herein, or use for its own benefit, or the benefit of a third party, the
Confidential Information of the other party.
8.1 Exclusions. “Confidential Information” shall not include Customer Content or information that (a) is already
rightfully known to a party at the time it is obtained from the other party, free from any obligation to keep such
information confidential; (b) is or becomes publicly known or available through no wrongful act of a party; (c) is
rightfully received from a third party without restriction and without breach of this Agreement; or (d) is developed
by a party without the use of any proprietary, non-public information provided by the other party under this
Agreement.
8.2 Exception. Either party may disclose Confidential Information where required by law, regulation, or court order,
provided that the party subject to such law, regulation or court order shall, where permitted, notify the other party of
any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective
order to prevent or limit disclosure of the information to third parties.
8.3 Confidentiality Period and Obligations. The confidentiality obligations set forth in this section of the Agreement
shall remain in effect for a period of five (5) years from the disclosure of the information. Both parties agree (a) to
take reasonable steps to protect the other party’s Confidential Information, and these steps must be at least as
protective as those the receiving party takes to protect its own Confidential Information, and no less than a
reasonable standard of care; (b) to notify the disclosing party promptly upon discovery of any unauthorized use or
disclosure of Confidential Information; and (c) in the event of any unauthorized disclosure by a receiving party, to
cooperate with the disclosing party to help regain control of the Confidential Information and prevent further
unauthorized use or disclosure of it.
9. Term and Termination; Suspension. Each Order Form will specify a Service Effective Date, an Initial Subscription
Term, and a Renewal Term for the Services subscribed to in that Order Form.
9.1 Term and Renewal; Early Termination. Unless specified otherwise in the Order Form, a Renewal Term will
commence upon the written agreement of the parties.
9.2 Termination by Either Party. A party may terminate this Agreement by: (a) providing written notice of
termination without cause to the other party, provided that all subscription terms for all outstanding Order Forms
have expired or been terminated, or (b) providing written notice of termination for cause if the other party has
materially breached the Agreement and has not cured such breach within thirty (30) days of written notice of such
breach. In the event of such termination of the Agreement for cause by Customer, Customer shall be entitled to
receive a pro-rata refund of the unused Charges that have been paid in advance (if any) under this Agreement
9.3 Termination or Suspension by Zoom. In the event Zoom reasonably believes that Customer or any End User is in
material breach of Sections 2 or 8, Zoom may immediately suspend or disconnect access to Customer’s or such End
User’s use of the relevant Services, prior to termination for cause as provided above and until such breach is cured.
Zoom may also suspend Customer’s and/or an End User’s use of or access to any Service if it reasonably believes
that such suspension is necessary to prevent imminent harm to Zoom, Zoom’s network, any End User, or any third
party communicating with an End User. Zoom may immediately terminate access if it reasonably believes Customer
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is in breach of Section 2.4. Any such suspension, disconnection, or termination shall be without liability to Zoom,
and Customer will remain responsible for all recurring Charges incurred during the period of suspension or
disconnection. if permitted by applicable Law, Zoom will provide prompt notice to Customer of any suspension
pursuant to this Section 9.3, and to the extent possible without incurring harm, Zoom will provide such notice to
Customer prior to such suspension.
9.4 Termination by Zoom Due to Change in Law. In the event of any change in Law that has the effect of materially
increasing Zoom’s costs to provide Service hereunder or effectively cancels, changes or supersedes any material
term or provision of this Agreement (collectively “Change in Law”) either party may, on thirty (30) days’ prior
written notice to the other require that they enter into good faith negotiations to revise the Agreement to
appropriately address the Change in Law. If the Parties are unable to agree on such revisions within thirty (30) days
from the date of notice, Either party may terminate this Agreement with immediate effect, and Customer shall be
entitled to receive a pro-rata refund of the unused Charges that have been paid in advance (if any) under
this Agreement.
10. Responsibilities upon Termination.
10.1 Cessation of Use. Upon any termination of this Agreement, Customer shall immediately cease any further use of the
Services.
10.2 Return of Customer Content. For thirty (30) days following expiration or termination of the Agreement, Zoom
will provide Customer access to retrieve Customer Content, after which time Customer Content will be deleted
according to regularly scheduled deletion protocols.
11. Service Level Agreement. Zoom shall make commercially reasonable efforts to ensure that Downtime does not exceed
0.1% in a month. In the event of any Downtime of the Services in excess of 0.1% in a month, Zoom shall provide
Customer a credit in an amount equal to the Downtime percentage times Customer’s monthly subscription amount for the
Service. Customer shall provide Zoom with prompt written notice of any Downtime. If Zoom fails to correct any
Downtime situation within fifteen (15) business days after receipt of such notice, Customer may terminate this Agreement.
12. Zoom Marketplace. The Zoom Marketplace is a site where third party developers may make available applications that
are interoperable with the Services and is further defined in Exhibit A.
13. Managed Domains. The Managed Domains functionality is made available to certain Customers and is subject to the
terms as further defined in Exhibit A.
14. Warranties.
14.1 Limited Warranty. Zoom warrants to Customer that the Services will, in all material respects, conform to the
functionality described in the Zoom Documentation. Zoom's sole and exclusive obligation, and Customer's sole and
exclusive remedy for a breach of this warranty shall be that Zoom shall use commercially reasonable efforts to
modify the Services to conform in all material respects to the Zoom documentation, and if Zoom is unable to
materially restore such functionality within thirty (30) days from receipt of written notice of said breach, Customer
shall be entitled to terminate the Agreement upon written notice and shall be entitled to receive a pro-rata refund of
the unused Charges that have been paid in advance (if any) under this Agreement. This warranty shall be in effect
for the first thirty (30) days ("Warranty Period") from the date the applicable Services are first provided to the
Customer. In the event of any material non-conformance reported after the Warranty Period, Zoom's sole and
exclusive obligation and Customer's sole and exclusive remedy shall be to secure assistance through Zoom's
technical support services.
14.2 Warranty Disclaimer. EXCEPT AS EXPLICITLY PROVIDED IN SECTION 14.1, ZOOM AND ITS
LICENSORS EXPRESSLY DISCLAIM ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES,
EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT THERETO, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR THE CONTINUOUS, UNINTERRUPTED,
ERROR-FREE, VIRUS-FREE, OR SECURE ACCESS TO OR OPERATION OF THE SERVICES AND/OR
ZOOM SERVICES. ZOOM EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE ACCURACY OR
COMPLETENESS OF ANY INFORMATION OR DATA ACCESSED OR USED IN CONNECTION WITH THE
SERVICES. TO THE EXTENT ZOOM CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF
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APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE LIMITED TO THE
FULLEST EXTENT PERMITTED BY LAW.
15. Reserved.
16. Limitation on Liability.
16.1 EXCLUSIONS. TO THE MAXIMUM EXTENT PERMITTED UNDER NORTH CAROLINA LAW ZOOM SHALL
NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR (a) THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES; (c) ANY MALFUNCTION OR CESSATION OF INTERNET SERVICES BY
INTERNET SERVICE PROVIDERS OR OF ANY OF THE NETWORKS THAT FORM THE INTERNET WHICH
MAY AFFECT THE OPERATION OF THE SERVICES.
16.2 NO INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER NORTH CAROLINA LAW, IN
NO EVENT SHALL EITHER PARTY OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF REVENUES OR PROFITS, LOSS OF
USE, BUSINESS INTERRUPTION, LOSS OF DATA, BREACH OF DATA, OR THE COST OF SUBSTITUTE
PRODUCTS OR SERVICES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY AGREES TO TAKE
REASONABLE ACTION TO MITIGATE ITS DAMAGES.
16.3 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED UNDER NORTH CAROLINA
LAW, IN NO EVENT SHALL ZOOM’S LIABILITY FOR ANY DAMAGES EXCEED AN AMOUNT EQUAL TO
THE TOTAL CHARGES PAID TO ZOOM UNDER THIS AGREEMENT IN THE PRIOR TWELVE (12) MONTHS
PRECEDING THE INCIDENT GIVING RISE TO THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF
ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT,
MISREPRESENTATIONS, NEGLIGENCE, STRICT LIABILITY AND OTHER TORTS. THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
17. Force Majeure. Neither party hereto will be liable for defaults or delays (other than the non-payment of Charges) due to
Acts of God, or the public enemy, acts or demands of any government or governmental agency, fires, floods, accidents, or
other unforeseeable causes beyond its control and not due to its fault or negligence.
18. Reserved.
19. Miscellaneous.
19.1 Export Restrictions. Customer acknowledges that the Services, or a portion thereof, may be subject to the export
control laws of the United States and other applicable country export control and trade sanctions laws (“Export
Control and Sanctions Laws”). Customer and its End Users may not access, use, export, re-export, divert, transfer or
disclose any portion of the Services or any related technical information or materials, directly or indirectly, in
violation of any applicable export control or trade sanctions law or regulation. Customer represents and warrants
that (i) Customer and its End Users 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 without limitation Cuba, Iran, North Korea, Syria,
and the Crimea) and that Customer and its End Users will not access or use the Services, or export, re-export, divert,
or transfer the Services, in or to such countries or territories; (ii) Customer and its End Users are not identified on
any U.S. government restricted party lists (including without limitation the U.S. Treasury Department’s List of
Specially Designated Nationals and Blocked Persons and Foreign Sanctions Evaders List, the U.S. Department of
Commerce’s Denied Parties List, Entity List, and Unverified List, and the U.S. Department of State proliferation-
related lists); and (iii) that no Customer Content created or submitted by Customer or its End Users is subject to any
restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. Customer is solely
responsible for complying with the Export Control Laws and monitoring them for any modifications.
19.2 Incorporation of Zoom Statements, Standards, and Guides. Customer acknowledges and agrees that the Zoom
statements, standards, and guides disclosed at https://zoom.us/privacy, https://zoom.us/docs/en-us/community-
standards.html, and https://zoom.us/docs/en-us/government-requests-guide.html are incorporated herein by reference,
and Customer agrees to and that it has read such statements, standards, and guides and shall comply (where applicable)
with any and all obligations of Customer as set forth therein. Zoom reserves the right to update these policies from
time to time, and will provide commercially reasonable notice of such updates. If there is a conflict between the terms
of the referenced statements, standards, and guides and the terms of this Agreement, the terms of this Agreement will
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prevail, but only to the extent necessary to resolve the conflict or inconsistency. Zoom acknowledges that no policy
change or update may be relied upon to modify Customer’s indemnity obligations or limitation of liability under this
Agreement.
19.3 General Provisions. This Agreement embodies the entire understanding and agreement between the parties
respecting the subject matter of this Agreement and supersedes any and all prior understandings and agreements
between the parties respecting such subject matter. Any modification to this Agreement must be in writing and
signed by both parties. Unless specified otherwise herein, any and all rights and remedies of either parties upon
breach or other default under this Agreement will be deemed cumulative and not exclusive of any other right or
remedy conferred by this Agreement or by law or equity on either party, and the exercise of any one remedy will not
preclude the exercise of any other. The captions and headings appearing in this Agreement are for reference only
and will not be considered in construing this Agreement. No text or information set forth on any other purchase
order, preprinted form or document shall add to or vary the terms and conditions of this Agreement. No joint
venture, partnership, employment, or agency relationship exists between the parties as a result of this agreement or
use of the Services.
19.4 Copyright Infringement. Infringement of copyrights in connection with the Services may be reported to Zoom’s
Copyright Agent through the process defined at www.zoom.us/legal.
19.5 Survival. All sections of the Agreement which by their nature should survive termination will survive termination,
including, without limitation, accrued rights to payment, confidentiality obligations, warranty, disclaimers,
indemnification and limitations of liability.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by duly authorized officers or
representatives as of the Effective Date.
CUSTOMER: ZOOM VIDEO COMMUNICATIONS, INC.
Signature:
Signature:
Name:
Name:
Title:
Title:
Date:
Date:
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Deputy General Counsel
9/22/2022
Deborah Fay
County Manager
Bonnie Hammersley
9/23/2022
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Exhibit A
Services Description
This Exhibit A to the Master Subscription Agreement (“MSA”) describes the Services that may be ordered on an Order Form, or
provided by Zoom, and sets forth further Service-specific terms and conditions that may apply to Zoom’s provision and
Customer’s use of the Services. Capitalized terms not defined herein shall have the meanings assigned to them in the MSA.
A. Definitions. For purposes of this Exhibit A, the following definitions will apply:
“Hardware Programs” mean services or programs provided by Zoom that enable customers to procure hardware devices for
use with Zoom Meeting Services or Zoom Phone Services subject to separate terms with the equipment manufacturers or
otherwise as noted in the separate program terms.
“Host” means an individual who is an identified employee, contractor, or agent of Customer to whom Customer assigns the
right to host Meetings. A Host may hold an unlimited number of Meetings during the Initial Subscription Term or Renewal
Term (as applicable), but the number of Meetings a Host may host concurrently shall depend on whether Customer orders a
Concurrent Meetings package on an Order Form. A Host subscription may not be shared or used by anyone other than the
individual assigned to be a Host.
“Meeting” means a Zoom Video meeting.
“Participant” means an individual, other than the Host, who accesses or uses the Services, with or without the permission
and knowledge of the Host.
“Zoom Documentation” means this Exhibit A, the Zoom website (www.zoom.us) and any additional description of the
Services which may be incorporated into this Agreement.
“Zoom Meeting Services” means the various video conferencing, web conferencing, webinar, meeting room, screensharing,
chat, connectors, audio plans, cloud storage, and other collaborative services offered by Zoom Video that Customer may order
on an Order Form.
“Zoom Phone Services” means voice connectivity services, including, but not limited to, interconnected VoIP services,
provisioning of direct dial numbers, two-way voice calling and private branch exchange (PBX) functionality and related
services offered by Zoom Voice Communications, Inc. (“Zoom Voice”) that Customer may order on an Order Form.
B. Zoom Meeting Services. Zoom Meeting Services enable Hosts to schedule and start Meetings and to allow Participants to
join Meetings for the purpose of collaborating using voice, video, and screensharing functionality. Every meeting will have
at least one Host. Chat features allow for out-of-session one-on-one or group collaboration. Further features, functionality,
and solutions are described at www.zoom.us.
1. Concurrent Meetings. The Concurrent Meetings feature enables a Host to host more than one Meeting at a
time, subject to the specific limitations of the Concurrent Meetings package Customer may order on an Order
Form.
C. Zoom for Education (K-12). Zoom for Education (K-12/Primary and Secondary Schools) allows schools and educators to
use Zoom Meeting Services for educational purposes. Zoom maintains policies and procedures designed to comply with
applicable requirements of student privacy laws including, without limitation, GDPR and the Family Educational Rights and
Privacy Act (FERPA) and applicable state laws (the “Privacy Laws”). The Privacy Laws may provide students or their
parents with certain rights in their personal information. If you are a parent or student and you have questions about the
Privacy Laws or your related rights, please contact your school administration. Zoom will not use any student data for
marketing or advertising purposes, or any other commercial purpose, except to provide Services to our School Subscribers.
If you are a “School Subscriber” — typically meaning a school or school district administrator or a teacher — you represent
and warrant that you have been duly authorized by your school or school district to create an account, use the Services, and
to agree to these contract terms. You further agree to use your account solely for educational purposes and solely for the
benefit of your school or school district and its students. If you are a School Subscriber subject to U.S. or similar law, you
consent, for yourself and your school or school district, to Zoom’s collection, use and sharing of personal information of
End Users including those who are children under the age of 13 in accordance with Zoom’s K-12 Schools & Districts
Privacy Policy and You instruct Zoom to process the personal data of End Users in accordance with such policy. If you are a
School Subscriber subject to GDPR or similar law, you determine the legal basis, means and purposes for processing the
data, and instruct Zoom to process personal information of End Users, including those who are children under the age 16, in
accordance with Zoom’s K-12/Primary & Secondary Schools Privacy Statement found at . https://zoom.us/docs/en-
us/schools-privacy-statement.html.
1. Addendum for Connecticut School Subscribers. This Agreement as applied to Connecticut School Subscribers
incorporates by reference the Zoom Terms of Service Addendum for Connecticut School Subscribers (“Addendum”)
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which is designed to comply with the requirements of the Connecticut Act Concerning Student Data Privacy, Conn.
Gen. Stat. Ann. § 10-234aa-dd.
D. Zoom Phone Services. The following sets forth the further terms and conditions that apply to the Zoom Phone Services.
1. Definitions: For purposes of the Zoom Phone Services, the following definitions apply:
“Device” means the device assigned to a virtual extension or individual digital line set up within an account or by Zoom
at Customer’s direction or request.
“Phone Host” means the individual assigned to a number which enables use of the Zoom Phone Service. A Phone Host
is a “Host” for purposes of the definition of End User.
“Zoom Phone Calling Plan” means the pricing structure that enables Phone Hosts and End Users to access the PSTN.
Calling plans may be “Metered” or “Unlimited” as defined on the Order Form.
“Zoom Phone Commitment” means the minimum monthly bundle of minutes that a Zoom Phone Metered Calling Plan
Customer commits to use in connection with Zoom Phone Services.
2. Zoom Phone Service Provider. Zoom Voice is the provider of Zoom Phone Services and sets the terms, conditions
and rates for Zoom Phone Services.
3. Description of Services. Zoom Phone Services are cloud-based phone services that use voice over internet protocol
(VoIP) to provide Customer with the following services and functionalities (as selected by Customer on an Order
Form):
a. Zoom Phone Service. Zoom Phone Service is a cloud-based phone service that allows two-way voice calling and
private branch exchange (PBX) functionality, and a feature set as described on the zoom.us website.
b. Public Switched Telephone Network Communications (PSTN) Access. Phone Hosts and End Users can be
enabled to make and receive calls to the PSTN and be assigned a direct inward dialing phone number (DID) via a
Zoom Phone Calling Plan.
c. Bring Your Own Carrier (BYOC). BYOC allows customers to use the telecommunications provider of their
choice to provide PSTN access and inward DID numbers. Zoom provides BYOC customers with software that
enables On Net Access and access to a range of Zoom call management features and functions. BYOC enables
customers to (i) have PSTN capability in regions where Zoom does not offer PSTN Access; (ii) maintain
relationships with currently deployed carriers; and/or (iii) configure deployments for flexibility and redundancy.
Customer must ensure that its carrier provides all regulated telecommunications services and is responsible for
telecommunications regulatory compliance.
d. Additional Zoom Phone Services. Additional functionality such as enabling common area phones, and
additional Toll Free and DID phone numbers may be purchased as described on the Order Form.
4. Billing and Invoicing. Zoom will bill Customer on behalf of Zoom Voice based on the Charges set forth on the Order
Form. Charges based on usage, or overage amounts that exceed the Zoom Phone Commitment, will be billed in
arrears, the month following the month a Charge is incurred. No adjustment will be made, or credit or refund given, for
usage that is less than the Zoom Phone Commitment.
a. On Net Access. On Net capability will be provisioned by default for all Zoom Meeting Services. Phone Hosts
may access and use On Net services at no charge for so long as the underlying license to the Zoom Meeting
Service remains active.
b. Taxes. Customer acknowledges and agrees that Zoom Phone Services are subject to certain Taxes and Fees
(including, but not limited to, assessments for universal service) that are not applicable to Zoom Meeting Services.
Accordingly, Zoom shall invoice Customer for Taxes and Fees associated with the Charges.
5. Reasonable Use and Right to Review. Zoom Voice offers unlimited and metered Phone Calling Plans. These plans
are subject to this Zoom Voice Communications, Inc. Reasonable Use Policy. Zoom Phone Calling Plans are for
normal and reasonable business use; unreasonable use is prohibited. Use of Zoom Phone may qualify as unreasonable
if Customer (a) engages in business activities that involve continual, uninterrupted, or consistently excessive use of
Zoom Phone Services, (b) makes any misrepresentations to Zoom Voice that materially affect volume or type of use of
Zoom Phone Services, (c) engages in fraudulent or illegal use of Zoom Phone Services, including any activity that
violates telemarketing laws or regulations, or (d) uses Zoom Phone Services in any manner that harms Zoom Voice’s
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network or facilities or interferes with the use of the service by other Customers. Use that is inconsistent with the types
and levels of usage by typical business customers on the same plan may be used as an indicator of abnormal or
unreasonable use, including but not limited to abnormal call lengths; abnormal call frequency; abnormal call duration;
abnormal calling patterns that indicate an attempt to evade enforcement of this Zoom Voice Communications, Inc.
Reasonable Use Policy. Zoom reserves the right to review Customer use to determine if it is consistent with this Zoom
Voice Communications, Inc. Reasonable Use Policy. In the event Zoom Voice determines that You may be engaging
in unreasonable use, Zoom Voice will determine the appropriate remedy and will take action to remedy any
unreasonable use, including, at its sole discretion, discussing the use with You, moving You to an appropriate Zoom
Phone Calling Plan, terminating certain Hosts, and/or otherwise modifying, suspending or terminating Your Zoom
Phone services.
6. Termination of Zoom Meeting Services. Access to Zoom Phone Services requires a corresponding license to Zoom
Meeting Services. In the event that the Zoom Meeting Service license is terminated, the equivalent access to Zoom
Phone Services will also be terminated. At such time, Customer will be billed for any incurred usage charges, and will
not be credited for any pre-paid amounts toward the Zoom Phone Commitment.
7. Zoom Voice Policies. Customer acknowledges and agrees that the Zoom Voice Communications, Inc. policies found
at https://zoom.us/legal apply to Customer’s use of Zoom Phone Services.
8. Zoom Emergency Calling (E911) Customer Obligations. Customer acknowledges and agrees that Customer has
read and understood Zoom Voice Communications, Inc.’s Emergency Calling or 911 Customer Notification, found at
www.zoom.us/legal, which sets forth specific limitations of Zoom Phone’s emergency calling capabilities and
Customer’s obligations with respect to its End Users. Such obligations include, but are not limited to:
a. ensuring that all Phone Hosts receive Zoom Voice’s Emergency Calling or 911 Customer Notification;
b. ensuring that all assigned phone numbers are registered for emergency calling purposes through the E911 link
within Customer’s account, and that all registration information remains accurate and up to date; and
c. distributing warning stickers or other appropriate labels warning End Users that emergency service may be
limited or not available and instructing Phone Hosts to place such stickers on or near the Devices and other
equipment used in conjunction with Zoom Phone Services.
Zoom Voice reserves the right at any time to update the Zoom Voice Communications, Inc. Emergency Calling or 911
Customer Notification as necessary to reflect changes in law or technology that affect the emergency calling
capabilities of Zoom Phone Services, and any such updates shall be effective immediately upon Customer’s receipt of
notice.
9. Equipment. Except as expressly provided through a Hardware Program, neither Zoom nor Zoom Voice supplies any
Devices or other equipment used in connection with the Zoom Phone Services, and accordingly Zoom Voice does not
provide any guarantees as to the quality or operability of such Devices and equipment when used to access Zoom
Phone Services. However, Zoom Voice does test certain Devices and equipment to determine whether such Devices
and equipment are supported on the Zoom Phone platform (although it has not tested all possible Devices and
equipment available in the marketplace). The summary of Devices and equipment to date that Zoom Voice has
determined are supported by the Zoom Phone platform may be provided on request. Customer should consult with
Zoom Voice prior to deploying any other Devices and equipment.
10. Contract Variations. In the event that the “Contract Variations” Exhibit is included in this MSA, it identifies, by
country, certain terms and conditions that vary from or are in addition to the terms and conditions otherwise set forth in
this Exhibit A (collectively, “Contract Variations”). Such Contract Variations are incorporated herein by reference and
shall govern Zoom’s provision of Zoom Phone Services in the identified countries.
E. Zoom Rooms. Zoom Room service is a software defined video conferencing system that allows conference rooms of any
size, with minimum compatible hardware, to connect to the Zoom Meeting Service. Zoom Rooms include conference room
specific features such as scheduling display, digital signage, and remote room management.
F. Hardware Programs. Hardware Programs enable customers to procure hardware products that work with and provide
access to Zoom Meeting Services or Zoom Phone services, subject to additional terms and conditions. A separate license to
the Zoom Meeting Services or Zoom Phone Services, as applicable, is required.
1. HaaS Program. Zoom’s Hardware-as-a-Service Program (“HaaS Program”) enables customers to sub-lease
certain leased devices in conjunction with and for the same subscription term as an associated underlying
license for Zoom Meeting Services or Zoom Phone Services. Additional HaaS Program terms are found here.
2. Zoom For Home. The Zoom for Home (“ZfH”) program enables customers to access devices, through a Zoom
Meeting Services license, that support remote work, and allows customers to deploy a dedicated personal
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collaboration device for video meetings, phone calls, and interactive whiteboarding (a “ZfH Device”). Devices
offered under the ZfH program are determined in the sole discretion of Zoom. ZfH is available for use with all
Zoom Meeting Services licenses, including Basic, except that use of a ZfH Device in a shared space in a
commercial office environment requires a Zoom Rooms license. Zoom reserves the right to suspend or
terminate a Customer’s access to the Services in connection with any violation of this provision. ZfH Devices
and use of the ZfH program may be subject to additional terms and conditions specified on an Order Form.
Zoom acts as a payment collection agent for the ZfH Device manufacturer or distributor (“ZfH Distributor”),
and is not a seller, distributor or reseller of any hardware component or device. The ZfH Distributor is solely
responsible for all obligations, including availability, fulfillment, delivery and warranties regarding the device,
except as specified below.
i. Warranties. All warranties and warranty information are provided by the ZfH Distributor and not by
Zoom. Please refer to the ZfH Distributor’s website for more information. Zoom is not responsible for
ZfH Device warranties.
ii. Returns and Refunds. All returns are subject to the ZfH Distributor’s return policy, and must by
authorized by the ZfH Distributor prior to processing a return. Any ZfH Device may be returned within the
first thirty (30) days following delivery for a refund. After thirty (30) days, only defective devices may be
returned. Refunds will be processed by Zoom only after the ZfH Distributor has notified Zoom that the
ZfH Device has been returned, inspected and accepted as a return. Refunds will be reduced by any
restocking fees applicable to the transaction. Zoom or the ZfH Distributor will notify Customer if a return
is rejected.
iii. Return Procedure. Customer may contact Zoom or the ZfH Distributor to request a return. Zoom and
the ZfH Distributor will review the return request and, if eligible, will authorize the return. Please refer to
the ZfH Distributor’s website for more information on return policies and qualification and requirements
for return authorization.
iv. Customer’s Obligation to Inspect Delivery and Notify of Nonconformity. Customer shall inspect each
delivery of the ZfHDevice received from the ZfH Distributor without undue delay and notify Zoom or the
ZfH Distributor if any items are damaged.
v. Shipping Delays. Customer acknowledges that certain shipments may be delayed due to circumstances
beyond Zoom’s or the ZfH Distributor’s reasonable control. In no event shall Zoom or the ZfH Distributor
be responsible for any damages associated with shipping delays.
vi. Access to Customer Data. Customer acknowledges that the ZfH Distributor will be fulfilling any order
for a ZfH Device, and expressly authorizes Zoom to disclose Customer Data to the extent necessary to
complete the transaction.
G. Zoom for Government. Zoom for Government is the Zoom Meeting Services and Zoom Phone Services offered by Zoom
in a FedRAMP-compliant cloud environment. Zoom for Government enables customers to leverage a limited version of the
Services in a separate, FedRAMP-compliant cloud environment hosted in Amazon Web Services Government Cloud and
Zoom’s collocated data centers (e.g. in San Jose, CA and New York), independent of the Zoom’s standard commercial cloud
environment. Further features, functionality, and solutions are described at https://www.zoomgov.com/. Zoom Meeting
Services and Zoom for Government are independent environments and, therefore, data cannot be exchanged between them
including, without limitation, instant messaging data or chat data.
1. FedRAMP Security Features. Zoom for Government is authorized as a FedRAMP Moderate ATO. TLS 1.2 or
greater is required.
H. Zoom Marketplace. The Zoom Marketplace, available at https://marketplace.zoom.us, is a site hosted by Zoom to provide
access to applications (the “Apps”) created by third party developers (“Publishers”) that are interoperable with Zoom
Services, and make them available from both mobile and desktop client apps. Access to and use of the Zoom Marketplace
and Zoom for Developers (available at https://developer.zoom.us) sites are governed by separate terms and conditions
available at https://zoom.us/service. Besides testing for compatibility with Zoom, Zoom does not perform any other testing
and does not warrant or support the Apps. Publishers are solely responsible for all aspects of the Apps they publish,
including content, functionality, availability and support. Publishers are required to provide their own terms of service,
privacy policy and support information (“Publisher Terms”). Customers who access or download Apps must enter into
Publisher Terms directly with the Publisher. Zoom is not responsible for the Apps, their content, functionality, availability,
or support. Apps are hosted AS IS and use of the Apps is at Customer’s own risk, subject to the Publisher Terms. Apps
may become unavailable or be removed by a Publisher at any time and any data stored in them may be lost or become
inaccessible. Zoom is not responsible for Customer Data transferred to a Publisher, or for any transmission, collection,
disclosure, security, modification, use or deletion of Customer Data by or through an App. Publishers may use Customer
Data as permitted in the Publisher Terms. Use of the Apps may require Customer Data to be transferred to the Publisher and
by accessing and using the App, Customer consents to the transfer of Customer Data by Zoom as required by the Publisher.
Zoom does not support the Apps. Customer should contact the Publisher for support or questions. Zoom makes no
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12
representations and disclaims all warranties, express or implied, regarding Apps and reserves the right to remove an App
from the Marketplace at any time, in its sole discretion.
I. Managed Domains. Zoom permits Customers to reserve domains associated with their enterprise and to manage any
accounts that are subscribed to Zoom using that domain (“Managed Domain Customer”). Customer may only associate to
the Zoom Services domain(s) that they own or are legally entitled to associate for use with the Services. In the event that a
Zoom account is created or exists on the reserved domain, but is not authorized by the Managed Domain Customer (the
“Non-Managed Domain Account”), the person using or creating such Non-Managed Domain Account will be notified that
the domain is reserved for the Managed Domain Customer and will be requested to change the domain associated with the
Non-Managed Domain Account. If the person using or creating such Non-Managed Domain Account does not change the
domain within the period specified, that person will be deemed to have consented to the Non-Managed Domain Account
being added to the Managed Domain Customer and to have further consented for all data associated with the Non-Managed
Domain Account to be shared with the Managed Domain Customer.
DocuSign Envelope ID: 83369A7E-4381-4C9E-B101-62DC68D3016EDocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
A
1,000,000
12/01/2023
H-630-2P556136-TIL-22
X
FL MN MO MT NC NH NJ NV NY
SEA-003802891-05
X
1,000,000
1,000,000
UB-5R34771A-22-I3-G
X
1,000,000
SIR
Attn: SanJose.CertRequest@marsh.com / FAX 212-948-4335
N
X
Medical Payments Each
Global Extension
12/01/2022
4
12/01/2023
12/01/2022
12/01/2023
BA-2P564216-22-I3-G
E&O / Cyber Liability
A
2,000,000
1,000,000
X
PA TN AK
19038
Munich Re - Lloyd's Syndicate 457
1,000,000
X
B
X
10,000
12/16/2022
5,000,000
12/01/2022
1,000,000
Evidence of insurance.
Host Liquor
X
12/01/2022
San Jose, CA 95113
Zoom Video Communications, Inc.
0
X
A
Travelers Casualty And Surety Company
CN117631842--WC-22-23
Limit
10,000
12/01/2023
1,000,000
CUP-2P57290A-22-I3
C
'''Comp/Coll. Deductible $1,000'''
2,000,000
25674
1,000,000
1,000,000
12/01/2023
UB-5R347456-22-I3-G (AOS)
1735 Technology Drive, Suite 790
Marsh Risk & Insurance Services
X
San Jose, CA 95110
55 Almaden Blvd., Suite 6
Zoom Video Communications, Inc.
San Jose, CA 95113
X
X
B0509FINPY2150868
12/01/2022
55 Almaden Blvd., Suite 600
12/01/2022
A
12/01/2023
Travelers Property Casualty Co. of America
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868
Effective 12/01/2021 Expire 12/01/2023
Policy No: SAA E789137 00 00
Deductible: $100,000
Limit: $10,000,000
Great American Insurance Company
CRIME
Marsh Risk & Insurance Services 55 Almaden Blvd., Suite 6
Zoom Video Communications, Inc.
San Jose, CA 95113
DocuSign Envelope ID: 3DC07F02-3450-4740-BCCD-82885AE87868