Zoom - searchable_Redacted.pdf

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WISCONSIN DEPARTMENT OF ADMINISTRATION

DIVISION OF ENTERPRISE OPERATIONS

DOA-3051 (R07/2015)

S. 51.01(5)WIS. STATS.; AND

S. 111.32(13M) WIS. STATS

Contract Amendment

Contract No.: 505ENT-Ml l-HOSTEDVOIP-O I I Amendment No.:

Contract Title: Hosted Voice over Internet Portocol (VoIP) Services

This Amendment is entered into by and between the State of Wisconsin, De11artment of Administration, JO and the Contractor, whose name, address and principal officer appears below.

Contractor Name AT&T Global Services

Contractor Address 204 S. Akard St.

Citv: Dallas I State: TX

Principal Officer:

201203210055UA

STATEBUREAUOFPROCUREMENT

101 EAST WILSON STREET, 6'" FLOOR

POST OFFICE BOX 7867

MADISON, WI 53707-7867

FAX (608) 267-0600

TTY (608) 267-9629

HTTP:/NENDORNET.STATE.Wl.US

I Zio: 75202

The parties wish to change the terms of the abo..e-referenced Contract in the following manner:

Amend AT&T Conferencing to replace Connect-Intetrated Edition using Zoom Meetings. Pricing and terms are included on Attachment A and B of this Amendment 10.

Except as expressly changed by this Amendment, the terms, conditions, rights and obligations of Contract No.:

'i05ENT-Ml J-Hn>:TEDVOIP-OJ shall remain in effect unchanged. In the e..ent of any inconsistency or conflict in the Contract and this Amendment, the provision of this Amendment shall control.

For State of Wisconsin Department of Administration Sara Redford Director State Bureau of Procurement

12/10/2018

Date

For

By

To Be Completed by Contractor

AT&T Corp Company Name

225 W Randolph St Address

Chicago IL City State

James Holcomb P

Signature

Sr Solutions Architect Title

14 November 2018 Date

60606 Zip

. jx507m

This document can be made available In alternate formats to individuals with disabilities upon request.

DocuSign Envelope ID: 270957C8-4523-4410-87ED-2E295794E1E7

#505ENT-M11 ·HOSTEDVOIP·01, Amendment 10, Attachment A

State ofWsconsin For AT&T Administrative Use Only Master Agreement No. ____ _ Pricing Schedule No. ____ _

Original Effective Date: ____ _ Effective Date of the Amendment:

AMENDMENT NO. 10 TO

STATE OF WISCONSIN CONTRACT#505ENT·M11·HOSTEDVOIP·01 (PREVIOUSLY NAMED "CONTRACT#15·91579·121")

BY AND BETWEEN STATE OF WISCONSIN, DEPARTMENT OF ADMINISTRATION ("CUSTOMER")

AND AT&T CORP. (AT&T")

This is an Amendment 10 to AT&T Integrated Pricing Schedule by and between the Customer and AT&T. The parties agree to modify the terms and conditions of the Pricing Schedule as specified herein. The Effective Date of this Amendment is the date on which the last party signs this Amendment.

The following changes are made to the attached "AT&T Integrated Service Pricing Schedule (for Telecommunicatlons Hosted VoIP RFP #28008-LAA)"

Exhibit B, AT& TTeleconference Services, Section 2 "Rates", Subsection 2.5 "AT&T Connect-Integrated Edition" is deleted in its entirety and replaced with the following:

2. 5 Zoom Meetings AT&T Conferencing with "Zoom Meetings" and the associated AT&T Service Publication is:

http://serviceguidenew.att.com/sq flashPlayerPage/ATC. The Service Guide shall not materially edit or otherwise alter this Amendment or Contract without Customer's prior written approval.

The pricing in this Amendment may be. lowered without an additional written amendment. The Zoom License Agreement is attached to this Amendment as Attachment B.

2.5.1 Zoom Meetings 200 - Monthly Recurring Charge (MRC)

2.5.2 Zoom Meetings 200- Cost Per Minute (CPM)

I CPM

$0.084

For T T lnterna purposes on Info here

Page 1 of1 For AT&T nternal purposes only ROWE OpporlunilylD: 1-47UPLHO

Ver.11/2/2018

DocuSlgn Envelope ID: 270957C8-4523-4410-87ED-2E295794E1E7

#505ENT·M11·HOSTEDVOIP·01, Amendment 10, Attachment B

ZOOM TERMS OF SERVICE

lf.'PORlANT, READ CAREFULLY: YOUR USE OF AND ACCESS 10 lHE WEBSllE ANO PROOUClS AND SERVICES AND ASSOCIAlEO SOFlWARE (COLLECllVELY, lHE "SERVICES'} OF ZOOM VIDEO COMMJNICA.110NS, INC. f'ZOOM1 IS CONOlllONED UPON YOUR COW> LIAN CE AND ACCEP11'.NCE OF lHESE 1ERMS.

BY CLICKING/CHECKING THE 1 .AGREE" SUTTON/BOX, ACCESSING THE ZOOM WEBSITE OR BY UTILIZING THE ZOOM SERVICES YOU AGREE TO BE BOUNOBYll-ESE TERMS AND CONDITIONS, THE ZOOM SERV1CES ARE NOT AV.AJLABLE TO PERSONS WHO ARE NOT LEGALLY EUGIBLETO BE BOUND BYTHESE TERMS OF SERVO:.

This is a legal agreement iAgreement') between You and Zoom for use of lhll Ser.iioos which You selected or lnl!laled. "You· refers to the lndMdual who Is using or accessing the SeMces or Is reg!slered and/or has pro~ded his or her credit card or other pa)ment mechanism for !he Services either dlraci!y wilh Zoom or through a third party or, if an ind!vldual ls pun:::hasing the Sal'Jioos on behalf of an entity and Is authorized to purchase the Services on behalf of ruch enllly, than "You· refers to such entity. If You do not agrae with the tenns of this Agreement, do not usa or aooess Iha SeMoos or, when applicable, dick the 'Cancel" buUon and do not purdlasa U1eSeMces.

Zoom Video Communications. Inc. will be Ula controller of)l:!Uf Parsonal Data that Is provided, collecied and/or processed pursuant to this Privacy Polley, e)ll;Elpt where otheiwlse eJ<Pressly stated below. If you hava any quesllons about whether any of foregoing applies to you, pleese contaci us using the lnformauon se! forth In lhe "Contact Us" section below.

Any software a5SOciated wilh the Serllices and website ls protected by cop)fight laws and International oopyrlghl traaUes, as well as 01her Intellectual properly laws and trealles.

1. Services.

Zoom will provide the SaMoos lna1XX1rdanoo with this Agreement If You order Ser.ices through an 011.Jlne reglslratlon page or an order form (an "Order Formj, the Order Form may con!aln addillonal tenns and conditions and lnforma11on regarding the Servloos you are ordering, Unless olheJWlse elq)ressly set forth In any such add!liona! tenns and conditions eppllcabla to the spaClfic Service wh!ch You choose to use, those additional terms are hereby Incorporated Into this Agreement In relation to Your use of that Ser.ioo. Zoom may at !ts role discrello11, disoonllnua the Ser.ioos or modify the features of Iha Ser.ices from Ume to Ume without plior noUce. Use of tha Ser.ioos requires one or more oompalible devices, Internet ecaiss (fees may apply}, and certain software (feas may apply), and may require obtaining updates or upgrades from lime to lime.

Because use of the SeMces In wives hardware, software, and Internet ao::ess, Your abillly to use such Ser.ioos may be affeci ad by the perfonnenoo of these faciors. High speed Internet aooess Is recommended. You ad<nowiedge and agree thal such system requirements, which may be changed from time to time, are Your responsibility, The following defined terms may appear In Your Order Form:

'Hos!" means en Individual who can schedule and slart Meetings. Every Meeting will have one Host.

initial Subscription Tann• means the Initial oobscriplion term for a Serllice es specified in an Ot'der Form.

'Meeting" means a Zoom meeting, 'Named Hos1" means an iden\lfied employee or oontractor of Customer lo whom Customer gives Iha right to host Meetings. A Named Host may host an unlimited number of Meetings, but only one Meeting et a time. A Named Host lioonss may not be sharnd or used by enyone other than the lndlvlduel licensed to be a Named Host, "Order Siert Date• means the date an Initial SubscripUon Tenn begins as specified ln an order Form.

• "Participant" means an Individual, other then the Host, who participates In a Mealing,

• "Renews! TenTI' means the renewal subscripl!on tenn for a SeMce commencing after the lnitlal Subscription Term or another Renewal Tenn as specified In an O!der Form.

2. RESJQNSIBIUTY FOR REGISTRATION INFORMATION AND CONTENT OF YOUR COMMUNICATIONS, You may be required to provida !nfonnatlon about Yourself In order to register for andtor use oorta!n Ser.ices. You agree Iha t any such information shall be aCCtJrate. You may also be a9wd lo choose a user neme and password, You are entirely responsible for maintaining the serulily of Your user name and pssswo1d and agree not to d!sdose such !o any third party. You agrea that You are solely responsible for the content ('Conlenti sent by You or displayed or uploaded by You In using the Ser.ioos. You agree that You will not use the Ser.ioos In a manner that violates applicable law, Including but not II mite d to anti-spam, alq)ort control, privacy, and antHerrorisrn laws and regulations and laws roqulring the oonsent of rubjects of audio and video reoold!ngs. and that You are solely rnSf)onslble for oompl!ance with all such laws and regulatlons. You further agree not to use the Sal\lices to oommunicate any message or material that ls harassing, libelous, threatening, obsoone, Indecent, would viols la the lnte11eClual property rights of any party or Is olheJWlse unlawfU I, that would give rise to dvll llablUty, or !hat oonstltutes or encourages conduct that could oonslltute a aim!na1 offense, under any applicable law or regulallon. You further agree not to proloide material supporl or resources (or to conceal or disguise the nature, locaUon, source, or ownership of material support or resources) lo any o rganizallon(s) designated by the United Slates govamment as a foreign terrolisl organization pursuant to secilon 219 of the lmmigralion and Nationality Act, You further agree not to upload or tramrnlt any software, Content or oode that does or Is Intended to harm, disable, destroy or adversely affect perfonnanoo of the SaMces In any way or which does or Is Intended to harm or extract Information or dale from o1her hardware, software or natworks of Zoom or 01har users of SeMces. Recognizing the global nature of the Internet, You also agree to oomply with appUcabla local rules or oodas of conduct Oncludlng codas Imposed by Your employer) regarding onllne behaloior and aooeptable oontent and the transmission of technical data elq)orted from tha United Slates or Iha ooun!ry In Which You reside. Zoom reoo1YE1s the right to Investigate and take spproprtate action against anyon& who, Jn Zoom's sole discretion, Is suspected of violating this provision, Including without UmUatlon, reporting You to law enforcement eutho!1Ues. Use of the Se Moos ls wid where prohibited. Although Zoom Is not responsible for any Cont&nt In violation of this proiAsion, Zoom may delet& any such Content of which Zoom becomes aware, at e11y lime without notice to You. You retain cop)li ght and any other rights You already hold In Content which You submit, post or display on or through, the SeMces.

3. RESJQNSIBIUTY FOR CONTENT OF OTHERS.

It ls possible that other users of the Ser.ices ("Users") may llola\a one or more of Iha above prohibl lions. Zoom asstJmes no responsibility or llab!llty for &Jch vlola1ion, If You beoome aware of any violation of this Agreement In oonneCl!on with use of the SeMoos by any person, please oontact Zoom at vio!a!lon@zoom.us.

Zoom may investigate any complaints and.'lio!allons that come to It's sttenUon and may take any action that It bellevea Is appropriate, Including, but not llmlted to is>ulng warnings, remo>Ang the oontent or temilnallng accounts andfor User profi las. However, because situ anons and Interpretations vary, Zoom also reserves tha right not to take any eciion. Under no cimumslenoos will Zoom be !!able In any way for any data or other content viewed while using the SeMoos, indud!ng, bul not limited to, any errors or omissions In any such dale or cont&nt, or any loss or damage of any l<Jnd lnrurred as a result of the use of, acaiss to, or denial of access to any dsla or oonten1. If at any time You are not happy wilh the SeMces, Your sole remedy Is to cease using the SaMces.

4, ELIGIBILITY.

You affirm that You are fully able and competent to enter !nlo the terms, oondllions. obligations. affirmations, representations. and warranties set forth In th!s Agreement, end to ablda by and oomply with this Agreemant. Although we cannot absolutely 0011trol whethar minors gain unaulhor!zed aooess to the SeMces, a\)C(ISS may be terminated without warning ifwe belleve that You are undaraga or olheJWlse lnellglble,

5. LIMITATIONS ON USE.

The Ser.ices may be used for internal business or oonsumer purposes only. You wlll not reproduoo, resell, or distribute Iha Sar.ices or any raports or data ganerated by the SeMces for any purpose unless You hava been spocilically permitted to do so under a separate agreement You wlll not offer or enable any

DocuSlgn Envelope ID: 270957C8-4523-4410-87ED-2E295794E1E7

#505ENT·M11·HOSTEDVOIP·01, Amendment 10, Attachment B thlrd parties to use Iha Services purchased by You, display on any webslle orothi:11wlse publish lhe Se Moos or any Cont en I ob!alned from a Sal'Jioo (other lhan Content aeated by You) or otherwise generate Income from the SeMoos or use the Ser.ices for the developm11nt. production or markatlng ofa seMoo or product oobslantially similar to th& SeNoos, You shall not engage In any acil"1\y or use lhe Sef\Acea In any manner that oould damage, disable, ovt1rtlurden, Impair or othe!Wlse lnterf&re with or disrupt the Ser.lees. or any servers ornetwollls connected to the Ser.4oos orzoom's security systems. You agree to comply wilh zoom'& reasonable use policy. (lll1ps:/lzoom ,usfrnasonableusepollcy)

7. mQffilETARY IUGHTS.

Zoom and/or ns supplla111, as eppHcable, retain ownership of all proprlelary rights In Iha Sal'Aoos and In all trade names. trademarks, ser.rice mam;. logos.

and domain names ("Zoom Maib") associated or displayed with the Sar.rices. You may not frame or ullllze warning techniques to enclose any Zoom Mar\t.s, or other proprietary Information Onciudln9 images, ta;..t, pa9a layout, or form) of Zoom withoul e)IJ!ll!SS written oonsant, You may not use any meta tags or any other 'hidden te;..t' utilizing Zoom Marlt.s without Zoom's e)IJ!fflSS written oonsenl.

8. COPl'RIGtfT.

You may no! post, modify, distlibu1a, or raproduoo In any way oopyrightad m11tali11I, tradem11r\rs, rights of publicity or other proprlelary rights without obtaining the prior wrillen oonoont of the owner of such proprietary rights. Zoom may deny acooss to the Se Moos to any User who Is alleged to fnflinge another party's oop)o'lght.

Wthout limlling the foregoing, If You bel!ew that Your oop)orlght has been Infringed, please pro'.(de Zoom's Copyright Agenl with the following lnforma1lon: 0) an electronic or physical slgnatura of the person authorized to ad on behalf of the owner of the copyright lnterast; 01) a d esaiption of the oop}flghted work that You clalm hes been Infringed: 011) a desaipllon of wtiere the material thal You dalm ls lnflinglng Is located on the Sel'Aoos: Ov) Your address, telephone number, and em ell addresa; (v) e written statement by You that You have 11 good faith belief the\ the disputed use ls not authorized by the copyright owner, Us agent, or the law;

{vi) a statement by You, made under penally of perjury, that the above Information In Your noUca Is accurate and that You are the copyright owner or autholized to ad on the oopyright 0W11al's behalf, Zoom's Copyright Agent for notice of claims of oopyright rnrtlngement c:ari be roached as follows: email: oopyright@zaom.us:

regular mall: Zoom, 55 Almaden Boulevard, 6th Floor, Sari Jose, CA 95113, In the event Your content Is remowd pursuanl to thl s proooss. You will receive Information on how lo file a oounter-notice. No\10011 and wunter-nollces are legal no\lces d!sllnd from regular Sar.loo adl'.(!11111 or oommunlc:aUons. As such, they are not rubject lo Zoom's Privacy Policy. This means Zoom may produoo them pursuant to a le9al diS(:()Wry request.

9. TERMINATION ..

The Zoom website oon!ains Information on how to terminate Your A<:roun!. If you have purchased 11 Servloo for a specific term, such lermlriatlon w!ll be affediw on the lasl day of the then.wrre nt term, If You fall to oomply wilh any proi,il'ion of th ls Agraemerit, Zoom may temilnate this Agreement Immediately and retain any fees pre'.(ously paid by You. Sadions 2 lhrough 15, lnduslw, shall rur.lve any termination of this Agfflamen!, Upon any temilnellon of this

Agreement, You must ooasa any further use of the Ser.Ices and deslroy any ooples of associated software within Your possession and oonlrol. You will not deslroy or attempt to harm any SarAoos or associated soflwara on Zoo m's seivers or Zoom's network

1 0, EXK>ITT RESTRICTIONS.

You adcnowledg e that the Ser.Ices, or portion !hereof may be subject to the el<!)ort control laws of the United Stales. You will not e)<J}ort, re~)IJ!olt, divert, transfer or disclose any portion of the Ser.looa or any related technical Information or meterials, di redly or lndlractly, In i,io!atlon of any applicable e)IJ!oli law or regulation, I I. INJUNCTIVE RELIEF.

You adcnowledge that any use of Iha Ser.Ices oontrary to this Agreement, or any transfer, sublloonslng, oop)'lng or disclosure of ledlnlcal lnfoima\lon or materials ffllated to the Sel'Acas. may cause Irreparable Injury to Zoom, Its efflllatss, suppliers end any other party authorized by Zoom 10 resell, distribute, or promote ths

Ser.Ices ('Reselle1Si, and under such clrc:umslanoos Zoom, Us efflllates, suppllars and Resellers will be en\llled to equltable relief not to eJ1Deed the amount actually for the se!'Aoos ~f any) In the twelve (12) months preoodln(I written nonoo.

12. NOWARRANTIES.

YOU UNDERSTAND AND AGREE THATTHESER\.1CESAREPROVJCED "ASIS" AND ZOOM, ITS PfFILIATES, SUPPLIERS AND RESELU::RS EXPRESSLYDISCLPJM

ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, NCLUD!NGWITHOUTLIMITATION ANY WARRPNTY OF MERCHANTABILITY, FITNESS FORA PARTICUL.AA.

PURPOSE OR NON-INFRINGEMENT, ZOOM, ITS AFFILIATES, SUPPLERS AND RESELLERS tAAKENOWARRl>NTY ORRE PRESENTATION REGARDINGTH E RES UL TS

THAT MAYBE OBTAINED FROM THE USEOFTHESER\.1CES. REGARDINGTHEACCURPCYOR REUABLITY OF ANY INFORMATION OBTA1NEDTHROUGHTHE SERVICESORTHATTHE SERVICES 'MLLMEET ANY USER'S REOUIREMENTS,ORBE UNINTERRUPTED,TIMEL Y,SEClRE OR ERROR FREE. USE OF THE SERVK:ES IS

ATYOURSOLE RISK.ANY MATERIALANOfORDATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVl:ES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAW.GE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVl:ES R:MAINS 'MTH YOU. ZOOM DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY

USER INFORMATION OR COMMUNICATIONS BElWEEN USERS, ZOOM CANNOT GUARANTEE Af'.D DOES NOT PROMISE ANY SPECFIC RESULTS FROM USE OF THE SERVICES, USE IS AT YOUR OWN RISK. Both Paliles agrea to defend and hold harmless the othar Party, Its affiliates, offlcera. directors, employees, consultants. agen!s. suppllera arid Rese!lera from eny and all third paliy claims, liability, damages and/or oosts ~ncludlng, but not limited to, auomeys' fses) arising from use of the Se Moos, i,io!alion of this A9reement or lhe Infringement or '.(olaUon by ellher Party eny other user of Your acrount, of any lntelledual property or other right of any peri;on or enlily or appllcable law. \o\lthout llmll!ng the foregoing, the SeMoos are not designed or licensed for use in hazardous eni,ironments requiring fall-safe oontrols, lnclud!ng without UmltaUon operation of nudear facil!lies. aln:rnfl ne'.(galionfoommun! cation systems, air traffic oontrol, and l!fe &1pport or weapons systems. v.lthout limUlng the generellly of the foregolrig, zoom. Us effilla tes. suppliers end Resell era specifically dl5Claim any e)IJ!reSS or implied warranty of Illness for sud\ purposes.

13, mNACY.

Use Iha SeMces Is also subjed to Zoom's Plivacy Policy, a link to which ls loca1ed et the footer on Zoom's website, end wtlich Is Incorporated Into this Agreement by this reference. Additionally, ctq hi an dhl ~ You understand and ag1ee that Zoom may oon1act You i,ia e-mail or otherwise wi!h !nfoimation relevant to Your use of Iha Se Moos, regardless of whether You have opled out of raoolv!ng such notices. You also a9ree to have Your name end/or email address listed In !he header of oolie!n oommunicaHons You Initiate tlYough Iha SeMces.

14. UMITATIONOFUABIUTY,

TO THE MAXIMUM EXTENT PERMITIED BYAPPLl:ABU:: LAW, INNO EVENT WILL EITHER PARTY OR ITS AFFILIATES, SUPPl.IERSORRESELLERS BELIAeLE FOR ANY t£<lll::NT CR\<l.oRNlU N:rowa.ABLE 10 ll'E cm-ER LN..ESSsu:.::H LWll..llY IS MPCSEDBYAOl.Rr CF o::MPE1ENT J~ NJ>J::OOC:N. t£mERPAAIYSl-WLBE IJllBLETO ll'E cm-ER PARTYRR N«S P ECIAL, INCIDENTAL, INDIRECT. EXEMPLAAY OR CONSEOUENTIALDAMAGES WHATSOEVER ONCLUD!NG, 'MTHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSll'ESS INFORMATION, OR ANY OTHER PEQJNIARYLOSS ORD.AM AGE)

ARISING OUT OF THE USE OF OR INABILITY TO use THE SERVICES OR THE PROVISION OFORFAILURETOPROVIDE TECHNICALOROTHERSUPPORTSER\.1CES.

WHETHERARISING IN TORT ONCLUDING NEGLIGENCE)CONTRACTOR ANY OTHER LEGAL THEORY, EVEN IF A PARTY, ITS AFFILIATES, SUPPl.IERSOR RESELLERS HAVE BEENAOVISEDOFTHE POSSIBILITY OF SUCH DAMAGES. INANYCASE,EITHER PARTY OR ITS AFFILIATES', SUPPLIERS' AND RESELlERS' MAX Ill UM

CUMULATIVE LIABILITY AND EXCLUSIVE REMEDY FOR ANY CLANS RELATED TO THIS AGREEMENT 'MLL BE LIMITED TO THE AMOUNT ACTUALl YPAIDFOR THE SERVICES ~F AN'l') IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS.

15. MISCELLANEOUS

15.1 Choloe of Law and Forum: This Agreement itiall be governed by end construed under the laws of the Slate ofWsconan, U.S.A. The parties consent to the exduslve jurisdiction end venue of the 5tata oourts located In and ser.log Dane County, Wisconsin end the federal ooulis of Wsoonsin.

DocuSlgn Envelope ID: 270957CB-4523-4410-87ED-2E295794E1E7

#505ENT·M11 ·HOSTEDVOIP·01, Amendment 10, Attachment B

15.2 Waiver and severab!llty. Failure by either party to exorcise any of Its rights under, or to enforce any pro>Asion of, th ls Agreement will not be deemed a waiver or fo!felture of 9.1dJ rig his or ablllty to enfon:e such pro'<ision. Ir any pro,,;s1on of th!s Agreament Is held by a oourt of competent juri&dlctlon lo be Illegal, lnvaUd or unenforceable, that pro>Aslon will be emended to adlleve as naerly as possible the same economic effect of the original provision end the remainder of this Agreement will remain In full force and effect.

15.3 General Provisions: Th ls Agreement embodies the en lire underslandlng and agreement belwl:len the parties respecting the subjeci matter of this Agreement and supelll6des any and all prior understandings and agreements between the parties respecting such subject matter, excep! that lrYou or Your oompany have executed a separate written agreement oryou have signed an order ronn referencing a separate agreement governing your use ol lhe SeMoos, !hen such agreement shall oontrol to the exlent that eny provision of this Agreement oonlllcts with the tenns of such agreement, Zoom may elect lo mange or supplement !he 1enns of !his Agreement from time to time at Its sole discretion, Zoom will e)(0rdse oommardally reasonable business efforts lo provide no!loe to You of any material changes to this Agreement Within five (5) business days of pos11ng manges to this Agreement, they will ba binding ori You. If You do not agree wl11l tile changes, You should discontinue using the Sel\'loos. If You con11nue using the Services after such five-business-day period, You will be deemed to have a coo pied the changes to the tenns of this Agraemenl, In o«ler to participate In certain Sel'Aoos, You may be no!!fiad the! You are required to download software and/or agree to addlt!onal te1T11s and oond11ions. Unless a~rassly sel forth In sudl additional tenns and condll!ons. !hose addil!ona1 teITTls are hereby Incorporated !nlo this Agreement and shall not oonftlct with this Agreement. This Agreement has been prepared In the Englfsh Language and such ve!Sion shall be control Ung Jn all resp eels and any non-English velllion or this Agreement Is solely for aocommodaUon purposes. Allno11ooa or other comisponden ca lo Zoom under !hi a Agreement must be provided to the email address set forth In Section 9 above, or other contact !nfollllallon as provided by Zoom for such purpose. Any and all rights and remedies of either Party upon breadl or olher default under this Agreement will be deemed cumulative and not e)(\;jusive 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 pre dude the exen:ise of any other. The capUons and headings appearing in this Agreement are for reference only and will not be considered in oonslrulng this Agreement.