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HomeMy WebLinkAboutC22-012 ZoomBETA SERVICES AGREEMENT THIS BETA SERVICES AGREEMENT (“Beta Agreement”) is made by and between Eagle County Government (“Customer”), and Zoom Video Communications, Inc. and its affiliates and subsidiaries (collectively "Zoom"), for participation in the Beta Program (“Beta Program”) that allows access to Beta Services (“Service”). Zoom intends to utilize the Beta Program to test, improve and modify the Services prior to their general release, if any. Customer agrees to participate in the Beta Program under the terms of this Beta Agreement. Customer acknowledges that participation is voluntary, for the purpose of assisting Zoom in the advancement of the Beta Program. Subject to the terms and conditions herein, Zoom grants to Customer a non-exclusive, non-transferable, royalty free, no-fee license to access and use a Service solely to test and evaluate it. Customer also acknowledges that Zoom has not made any representations, promises or guarantees that the Service will ever be announced or made available to anyone in the future and that Zoom has no express or implied obligation to Customer to announce or introduce the Services in general availability. Zoom may discontinue the Beta Program or Service at any time, in its sole discretion, with or without notice. 1. Service. a. Description. The Service that is the subject of this Beta Program is any feature or functionality of a Zoom product, integrated or stand-alone, that has been designated as part of this Beta Program and for which Customer has agreed to access the Service pursuant to these terms. Each Service may be more fully described in documentation provided to Customer at the time Customer is given access to the Service. i. Service Regulations.At such time, and in the event that, the Service is released as generally available, it may be subject to regulations pertaining to the Service. Zoom makes no representation that the Service will comply with any potentially applicable regulations during the Beta Program, prior to generally available release. Customer is solely responsible for compliance with all laws which may govern the Service. ii. Emergency Calling Services.If the Service is part of the Zoom Phone product, it may not be intended for or provide emergency services connectivity for some or all of the Beta Program and Customer agrees to provide or continue emergency services access via another service and to inform users in the Beta Program that emergency calling is not available through the Service and to use the alternative access method. Zoom specifically disclaims any liability for emergency calling services during the Beta Program. iii. Privacy and Security.Customer acknowledges that using the Service while in the Beta Program may not be secure. The Service should not be used for highly sensitive or confidential communications. b.“As Is” Status, Disclaimer of Warranties.Customer acknowledges that the Services are being provided as a “Beta” version and made available on an “As Is” or “As Available” basis without any warranty of any kind. Customer agrees that the Service: (a) is not complete in development and has not been commercially released for sale by Zoom; (b) may not be fully functional, and it is expected that it will contain bugs, errors, design flaws or other problems, including problems that may adversely impact the operation of Customer’s existing Zoom products; (c) may not be reliable; (d) has not been evaluated for regulatory compliance; (e) when used, may result in unexpected results, loss of data, or other unpredictable damage or loss to Customer. Zoom reserves the right to unilaterally abandon development of the Service or to modify or discontinue the Beta Program and/or Service at any time for any reason, without notice and without any obligation or liability to Customer or any third party. Customer further acknowledges that it has paid no consideration to Zoom for the Service.ZOOM MAKES NO WARRANTIES REGARDING THE SERVICE, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Zoom strongly recommends that Customer back up all data and information prior to using the Services, and continue to provide alternate communication methods.CUSTOMER ASSUMES ALL RISKS AND ALL COSTS ASSOCIATED WITH THE USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, DocuSign Envelope ID: F141AFE2-C2C4-48BA-887B-C2A3CFD03C66 ANY INTERNET ACCESS FEES, BACK-UP EXPENSES, COSTS INCURRED FOR THE USE OF DEVICES AND PERIPHERALS, AND ANY DAMAGE TO ANY EQUIPMENT, SOFTWARE, INFORMATION OR DATA. c.General Availability.In the event that, and at such time as, the Service is released as a generally available service, Zoom reserves the right to discontinue the Beta Program, and remove access to the Service. Customer may be required to sign additional agreements and/or pay for access to the generally available version of the Service. d.Support.Zoom is not obligated to provide any maintenance,technical or other support for the Services. Zoom does not guarantee or provide any support for the Service, nor is any service level agreement offered or agreed to for the Service. 2.Participation in the Beta Program a.Eligibility. Customer must be a customer in good standing of Zoom, subject to a commercial agreement for a generally available Zoom product, and must remain so for the duration of the Beta Program. In the event the Customer ceases to be a customer of Zoom, participation in the Beta Program and access to any Services will be terminated immediately. b.Registration and Account Creation; Other Information.Customer may participate in the Beta Program upon request and approval by Zoom, or by invitation from Zoom. Customer may be required to provide information or create an account to use the Service. Customer agrees to follow all instructions from Zoom in order to access, use, or create an account for the Service. Customer agrees to provide and maintain current, complete and accurate information to the extent any is requested by Zoom, and to maintain the confidentiality and security of any password that is created or maintained as part of using a Service. Customer agrees to notify Zoom promptly of any unauthorized use of any password or account or of any suspected breach of the account’s security. Zoom reserves the right to terminate use of a Service immediately if any requested information is found to be inaccurate, incomplete and/or not current at any time, or if the security of Customers’ password is compromised. c.Feedback. The Services are made available for purposes of evaluation and feedback without any compensation or reimbursement of any kind from Zoom. Customer acknowledges the importance of communication with Zoom while participating in the Beta Program and agrees to receive correspondence and updates from Zoom (a “Beta Program Communication”), and to provide feedback and information, as requested. In the event Customer requests to opt out from such communications, participation in the Beta Program may be canceled. During the Beta Program, Customer will be asked to provide feedback regarding the use of the Services and Customer hereby grants to Zoom a perpetual, non-revocable, royalty-free worldwide license to use,disclose, reproduce, license,distribute, commercialize and otherwise incorporate such feedback into any Zoom product or service (including the Services) at any time at the sole discretion of Zoom. d.Limitations on Use. Customer may use the Service pursuant to this Beta Agreement, and any instructions from Zoom, during the period when the Beta Program for that Service is live. When the Beta Program for a Service is not live, Customer will no longer have access to the Service. Zoom reserves the right to modify or impose any limitations on the use of the Services at any time, with or without notice. e.Voice and Data Transmission Charges.Customer is responsible for all fees and charges imposed by telephone carriers, wireless providers, and other voice and/or data transmission providers for voice and data transmission used to access and use the Services, if any. f.Content.Customer is solely responsible for the content that Customer and Customer ’s authorized users create, transmit, access or display while using the Services (“Content”) and for the consequences of their actions (including any loss or damage which Zoom and/or any third party may suffer) by doing so. Customer is responsible for any claims relating to any Content, including claims that Content violates the rights of another. Zoom reserves the right to remove from the Service any Content that creates a risk to Zoom, as determined by Zoom in Zoom’s sole discretion. Customer agrees that Zoom has no responsibility or liability for the deletion or failure to store Content and other communications maintained or transmitted through use of the Services. Customer is solely responsible for securing and backing up Content. Zoom may DocuSign Envelope ID: F141AFE2-C2C4-48BA-887B-C2A3CFD03C66 access, use, preserve, or disclose account information and user content if legally required to do so or on a good faith belief that such access, use, preservation, or disclosure is reasonably necessary to comply with legal process or request; to enforce these Terms; to detect or prevent fraud, security, or technical issues; or to protect the rights, property or safety of Zoom, its users, or the public as permitted by law. 3.Acceptable Use Customer agrees that use the Services is subject to Zoom’s Acceptable Use Policy, and any prohibition against reverse engineering. Customer is responsible for ensuring that any users to whom it grants access to the Service comply with the terms of this Beta Agreement, and any applicable policies, laws, and regulations. 4.Privacy and Data.Zoom may use,collect,or store data and other information generated from Customer ’s testing and use of the Zoom products and Services being provided to Customer under this Agreement to improve the Service (“Usage Data").Zoom may disclose,share,redistribute,or publish such Usage Data, without identifying Customer. 5.Proprietary Rights a.Zoom Ownership Rights. Customer acknowledges and agrees that Zoom owns all legal right, title and interest in and to the Beta Program and the Service and in any and all intellectual property rights therein, including but not limited to any and all copyrights, patents, patent applications, trade secrets, trademarks and other intangible rights therein. b.No Other Rights or License.No rights, licenses,or obligations other than those expressly recited herein are to be implied to Customer. c.No Future Obligations or Guarantees.Any future plans or roadmap information provided during the Beta Program is intended solely to outline general product direction and should not be relied on in making a purchasing decision and does not represent a commitment or legal obligation to deliver any material, code or functionality. It is intended for information purposes only, and may not be incorporated into any contract. Any forward-looking indication of plans for products, including the development, release, and timing of any features or functionality, is preliminary and all future release dates are tentative and are subject to change without notice 6.Modification and Termination of the Service a.Changes to Service. Customer acknowledges and agrees that the form and nature of the Services may change from time to time without prior notice. b.Discontinue Use. Customer may discontinue use of the Service at any time. c.Termination; Suspension. Notwithstanding any provision of these Terms, Zoom reserves the right to terminate Customer ’s use of the Service, suspend, limit or deny access to the Services and/or participation in the Beta Program, or discontinue the Beta Program or Service entirely, at any time in its sole discretion with or without notice. 7.LIMITATION ON LIABILITY. IN NO EVENT SHALL ZOOM BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR DAMAGES OF ANY KIND ARISING FROM INSTALLATION OR USE OF THE SERVICE, WHETHER RESULTING FROM A TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, WARRANTY OR OTHER FORM OF ACTION, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL AND CONSEQUENTIAL DAMAGES, OF ANY KIND ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE PARTIES AGREE THAT THE FOREGOING LIMITATION OF LIABILITY IS MATERIAL TO THIS AGREEMENT. 8.Confidential Information.Customer agrees to keep confidential and not disclose to any third party: a) The Beta Program or Services, b) Zoom development or marketing plans that Customer learns about as part of its participation in the Beta Program, and c) verbal or written communications from Zoom regarding the Service. Customer agrees that the Beta Program, the Service and any information provided about or pertaining to the Service is Confidential Information of Zoom and agrees to keep such Confidential Information in strictest confidence, until the Confidential Information that has been publicly released by Zoom. DocuSign Envelope ID: F141AFE2-C2C4-48BA-887B-C2A3CFD03C66 9.Changes to the Terms; Additional Terms a.Changes and Additional Terms. Zoom reserves the right to make changes to the terms and conditions of this Beta Agreement from time to time and Zoom will communicate changes to Customer. Use of the Services may require acceptance of additional terms of use from time to time that supplement the Terms. Customer agrees to use the Services in accordance with any such additional terms. b.Continued Use of Service. Customer agrees that continued participation in the Beta Program or use of the Service constitutes acceptance of the modified or additional terms. 10.Additional Terms. a.Compliance with Laws. Customer agrees to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable import and export, intellectual property and privacy laws and regulations, in connection with access and/or use of the Services. b.No Waiver. The failure of either party to insist upon strict performance of any of the terms of this Beta Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such terms on any future occasion(s). c.Severability. If any provision of this Beta Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from the terms and the other provisions shall remain in full force and effect. To the extent a provision is deemed invalid, illegal, or unenforceable, the parties agree to comply with the remaining terms in a manner consistent with the original intent. d.Entire Agreement. The terms set forth the entire agreement and understanding of the parties relating to the Beta Program and the use of the Service and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. Any existing commercial agreement in place between Customer and Zoom pertaining to generally available Zoom products is an independent agreement, remains in full force and effect, controls unless there is a conflict with a term herein, and is not changed by signing this Beta Agreement. e.International Use. The Beta Program and the Service is intended for use only from within the United States. If Customer chooses to access the Services from locations other than the United States, Customer does so on its own initiative and at its own risk and is responsible for compliance with all relevant laws and regulations, including those relating to export, import, use, transmission and/or communication. Zoom makes no representation that the Services will be available for use in any location. Accessing the Services from locations where doing so is illegal is prohibited. IN WITNESS WHEREOF, the parties hereto have caused this Beta Agreement to be signed by duly authorized officers or representatives, effective as of the date set out below. CUSTOMER:ZOOM VIDEO COMMUNICATIONS, INC. Signature: Name: __ _______ ______ Title:_ Date:Date: COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager DocuSign Envelope ID: F141AFE2-C2C4-48BA-887B-C2A3CFD03C66 AGC 1/11/2022 Kari Zeni 1/11/2022