ZVC INDIA PVT. LTD. ADDENDUM

This ZVC India Pvt. Ltd. Addendum (“Addendum”) sets forth the additional and modified terms and conditions that apply to the provision of Services with a bill to or sold to address located in India (the “India Location”) and amends your Terms of Service, Master Subscription Agreement, Zoom Reseller Customer Terms of Service, or any other services agreements for the delivery of the Services, and the Services Description (collectively, the “Agreement” herein). All capitalized terms used but not defined herein have the meaning given to them in the Agreement. In the event of any conflict or inconsistency between the terms of this Addendum, and the Agreement, this Addendum controls solely for the purpose of resolving such conflict or inconsistency. The term “you” and “your” shall be synonymous with “Customer” under a Master Subscription Agreement.

1. Zoom Contracting Entity. For each India Location (a) Zoom Communications, Inc.'s affiliate, ZVC India Pvt. Ltd. (“ZVC India”), is the contracting entity and the provider of the Services, and (b) all references to “Zoom” in the Agreement is deemed a reference to ZVC India Pvt. Ltd for purposes of the provision of Services to an India Location.
   
   
2. Definitions. The following additional and/or modified definitions apply:
   
   “GST” means Goods and Services Tax levied under the GST Laws in India and includes any similar indirect Taxes and Fees or any Taxes and Fees analogous thereto imposed in connection with, or otherwise relating to, the Services rendered by Zoom to you.
   
   “GST Laws” means all laws relating to GST including the Integrated Goods and Services Tax Act, 2017, Central Goods and Services Tax Act, 2017, State Goods and Services Tax Act, 2017 for each relevant Indian state.
   
   “Law” or “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 your use of the Services or Software. Laws or Law includes Telecom Regulations.
   
   “Taxes and Fees” and “Taxes or Fees” to the extent not defined in the Agreement, means all applicable sales, use, environmental or regulatory taxes, VAT, fees, duties (including customs duties), charges, surcharges or assessments levied on the provision of Services to Customer (exclusive of any income tax imposed on Zoom).
   
   “Telecom Regulations” means and includes various statutes, rules, policies, circulars and notifications issued by the Department of Telecommunications (DOT), Telecom Regulatory Authority of India (TRAI) and the Central Government, including but not limited to Indian Telegraph Act 1885, Wireless Telegraphy Act 1933, TRAI Act 1997, Information Technology Act 2000 and terms and conditions of the Virtual Network Operator and Unified Licenses issued by the DOT.
   
   
3. Restrictions On Use By Children. The Services are intended for business use, subject to the terms and conditions of this Agreement. ZVC India does not allow children to sign up for a Zoom account, unless it is through a School Subscriber using Zoom for Education (K-12).
   
   
4. Invoices and Payments. For Services to an India Location, and excluding customers purchasing through a reseller, the following applies in lieu of the relevant sections of the Agreement:
   
   Unless specified otherwise in an Order Form, you shall pay all invoices within thirty (30) days from the date of such invoice. Invoices may be issued electronically via email to the email address specified by you. Except as explicitly provided in this Agreement, all payment obligations are non-cancelable and all amounts paid are non-refundable. Zoom shall invoice you for all non-recurring Charges, overage and per-use Charges, and associated Taxes and Fees, on the invoice following the provision of Service giving rise to such Charges, and shall invoice you for all recurring Charges and associated Taxes and Fees on the invoice preceding the period in which Services will be provided. You acknowledge that Zoom is not required to provide any new Services set forth in an Order Form until all outstanding balances due and owing for existing Services are paid in full.
   
   4.1 Purchase Order Numbers. If a purchase order number is required for processing an invoice, you will provide such purchase order number with the applicable Order Form. If issuance of a purchase order is delayed, you will provide a purchase order number within 5 days of the Service Effective Date via email to billings@zoom.us. Notwithstanding the foregoing, the thirty (30) day 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 other required procurement process from you.
   
   4.2 Tax Invoices. Tax invoices issued by Zoom shall be in INR and shall comply with the provisions of the GST Laws as applicable including but not limited to provisions relating to e-invoicing. Zoom shall report any tax invoices issued to you in the return form(s) as prescribed under GST Laws on a timely basis on the Goods and Services Tax Electronic Portal. You are responsible for timely providing correct information to Zoom as may be required to comply with the provisions of the GST Laws relating to e-invoicing including but not limited to the GST registration number, ‘bill to’, ‘sold to’, address for place of supply/consumption. In the event, you have not provided a valid and active GST registration number to Zoom at the time of issuance of invoice and/or provided the same at a later date, Zoom shall not retrospectively adjust for any invoices previously issued. Further, Zoom reserves the right to recover any tax, interest or penal liabilities suffered for non or delayed issuance of e-invoices as applicable due to non or delayed submission of the required details by you to Zoom.
   
   4.3 Debit Notes or Credit Notes. Section 4.2, above will equally apply to debit note or credit note (as applicable) issued for any change in the Charges. In case any debit note or credit note is issued, the applicability of GST on such debit note or credit note shall be governed by the relevant provisions of Laws including but not limited to time limit as provided under the applicable Laws. You shall be obligated to reconcile the documents with those uploaded by Zoom on the Goods and Services Tax Electronic Portal as applicable. In the event of any discrepancy, you will communicate such discrepancies to Zoom no later than 45 days before the expiry of the time limit for amendment of invoice details provided under Law and Zoom shall make the necessary amendments (to the extent possible) in the details so uploaded within the said time limit.
   
   4.4 Tax Deducted at Source (“TDS”). All payments due to Zoom under the Agreement will be in INR and you will make payment to Zoom net of applicable TDS as per the provisions of the Income Tax Act, 1961 as amended from time to time, or a TDS rate that is not more than the prescribed TDS rate based on a TDS rate certificate issued by the appropriate government authority, whichever is lower. In case you deduct the TDS, you will provide a TDS filing certificate or other evidence (“TDS Support Documentation”) to Zoom with regard to TDS deducted within 30 days of your filing of the TDS return with the appropriate government authority. You will provide invoice-level detail of all TDS deducted. You will pay any and all costs, liabilities, expenses and damages (including reasonable attorneys’ fees) incurred by or awarded against Zoom or its affiliates in connection with or arising from, or any and all amounts agreed to in settlement of, any failure by you to provide the reasonably necessary TDS Support Documentation.
   
   4.5 Payment of Taxes and Fees. Charges that you pay to Zoom are exclusive of Taxes and Fees (except for TDS in accordance with Section 4.4 above). The term ‘Taxes and Fees’ referred herein should encompass GST, (or any other indirect taxes) that may apply upon making payments to Zoom. You will pay to Zoom any applicable Taxes and Fees (except for TDS in accordance with Section 4.4). You are solely responsible for paying any and all Taxes and Fees owing as a result of Zoom’s provision of the Services to you. If you are required to pay any Taxes and Fees, you shall pay such Taxes and Fees with no reduction or offset in the amounts payable to Zoom hereunder and you will pay and bear such additional amount as shall be necessary such that Zoom receives the full amount of the payment required as if no such reduction or offset were required. You acknowledge and agree that Zoom will charge applicable Taxes and Fees on the invoice. If GST is due by you to a taxing authority, through the reverse charge or other similar mechanism, then you are solely responsible for paying those amounts to the relevant taxing authority, such that Zoom receives the full amount of payment required.
   
   4.6 Special Economic Zone (‘SEZ’) customer. In the event you are located in a Special Economic Zone (‘SEZ’), you will provide Zoom with all appropriate GST registration number(s), and/or other documentation satisfactory to the applicable taxing authorities to substantiate such status. Zoom reserves the right to review and validate the details and/or documentation provided, and Zoom reserves the right to charge applicable Taxes and Fees to you in the event the details and/or documentation is not valid.
   
   4.7 Billing and Contract Information; Billing Disputes. You represent and warrant that the Customer Data provided to Zoom is complete and accurate. If you believe an invoice is incorrect, you 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 review of all relevant information. Where the dispute results in an e-invoice not being issued within the timelines provided by the government, you acknowledge and accept that Zoom will not be able to issue the e-invoice as per Indian e-invoicing timing rules.
   
   4.8 Tax Determination. Tax determination is principally based on the location where you have established your business based on the Customer Data. This will typically be defined by Zoom as your 'Sold To' and ‘Bill To’ address unless specific GST place of supply rules apply. Zoom reserves the right to cross reference this location against other available evidence to validate whether your location, or where applicable, the place of supply is accurate. In the event that your information is inaccurate, Zoom reserves the right to charge you any outstanding Taxes and Fees.
   
   4.9 Use and Enjoyment. If you purchase Zoom Services, and those Services are used and enjoyed by your subsidiary in a country that is different to your location as determined by Section 4.8 of this Agreement, you confirm that where required you will treat this as a supply to its subsidiary. In the event you purchase Services and those Services are used and enjoyed by a branch in a country that is different to your location as determined by Section 4.8 of this Agreement, you agree to promptly inform Zoom of the Services that have been allocated and you acknowledge that Zoom reserves the right to charge Taxes and Fees based on the use and enjoyment of those Services.
   
   4.10 Disclosures to Taxing Authorities and Certificates. In accordance with applicable tax Law, and notwithstanding any of Zoom’s notice obligations that may arise under this Agreement, including but not limited to, the confidentiality terms or pursuant to our Government Request Guide, Zoom may disclose your information, including your Confidential Information, to a tax authority or government authority serving a similar purpose or function without further notice to you before or after disclosure. If applicable, you agree to provide Zoom with TDS tax certificates, upon Zoom’s request, to the extent a withholding certificate is required to be sent to Zoom under applicable Law, and you agree that Zoom may provide your TDS tax certificate(s) to the appropriate taxing authority without further notice to you.
   
   
5. Dispute Resolution, Arbitration Agreement, and Class Action Waiver. For Services to an India Location, the following dispute resolution, arbitration agreement, and class action waiver terms apply in lieu of the relevant section of the Agreement that pertains to the same subject matter.
   
   5.1 Agreement to Arbitrate; Waiver of Class Action. You and Zoom agree to resolve Disputes (as defined below) only on an individual basis, through arbitration pursuant to Sections 5.2, and 5.3. THE PARTIES EXPRESSLY WAIVE ANY RIGHT TO BRING ANY ACTION, LAWSUIT, OR PROCEEDING AS A CLASS OR COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR ANY OTHER PROCEEDING IN WHICH ANY PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY.
   
   5.2 Disputes. A dispute is any controversy between you and Zoom concerning the Services, any Software/software arising out of or in relation to the Services, the price of the Services, your account, Zoom’s advertising, marketing, or communications, your purchase transaction or billing, or arising out of or in connection with any term of this Agreement (except for Non-Arbitrable Disputes, as defined below), including the existence, validity or termination of this Agreement, under any legal theory including contract, warranty, tort, statute, or regulation (“Dispute”), except disputes relating to the enforcement or validity of your or Zoom’s intellectual property rights (“Non-Arbitrable Dispute(s)”). As part of the best efforts process to resolve Disputes, and prior to initiating arbitration proceedings, each party agrees to provide notice of the Dispute to the other party, including a description of the Dispute, what efforts have been made to resolve it, and what the disputing party is requesting as resolution (“Notice of Dispute”), to the address provided below for Notices. Any Disputes that are not resolved through good faith negotiations within a reasonable period of time from the date of receipt of the Notice of Dispute shall be finally adjudicated and resolved through binding arbitration, pursuant to Section 5.3 below.
   
   5.3 Arbitration Procedure.
   
   
   5.3.1 Disputes not resolved pursuant to Section 5.2 shall be finally adjudicated and resolved through binding arbitration under the arbitration rules of the International Chamber of Commerce, in force as on the date of issuance of the Notice of Dispute (“ICC Rules”), pursuant to Section 5.2 above. Zoom and you agree that Non-Arbitrable Disputes do not form a part of the scope of Disputes referable to arbitration.
   
   5.3.2 The seat and venue of the arbitration shall be Singapore. The courts of Singapore shall exclusively exercise supervisory jurisdiction in relation to any arbitration instituted pursuant to this Section 5.3.
   
   5.3.3 In the event the value of the Dispute, as set out in the Notice of Dispute, does not exceed $2,000,000, the arbitration will be conducted by a sole arbitrator, appointed by mutual consent of the parties. In the event that parties cannot mutually agree upon a sole arbitrator, the sole arbitrator will be appointed pursuant to the procedure set out in the ICC Rules. In the event the value of the Dispute, as set out in the Notice of Dispute, exceeds $2,000,000, the arbitration will be conducted by a panel of three (3) arbitrators. In this event, each party will appoint one nominee arbitrator, with the two nominee arbitrators so appointed to appoint a presiding arbitrator. In the event either party fails to appoint its nominee arbitrator, such nominee arbitrator will be appointed pursuant to the procedure set out in the ICC Rules. In the event the two nominee arbitrators are unable to agree upon the appointment of a presiding arbitrator, the presiding arbitrator will be appointed pursuant to the procedure set out in the ICC Rules.
   
   5.3.4 The arbitrator(s) so appointed must: (a) follow all applicable substantive Law; (b) follow applicable statutes of limitations; (c) honor valid claims of privilege; (d) issue a written decision including the reasons for the award; (e) award interest; and (f) rule on his/their own jurisdiction. The arbitrator may award damages, declaratory or injunctive relief, and costs (including reasonable attorneys’ fees).
   
   5.3.5 The arbitration shall be conducted in the English language.
   
   5.3.6 The award of the arbitral tribunal shall be final and binding upon all parties to the arbitration proceedings, and the prevailing party or parties may apply to any court or courts of competent jurisdiction for enforcement of such award over the party against which the award has been rendered, or over the assets of the party against which such award has been rendered, wherever such assets may be located.
   
   5.3.7 By agreeing to arbitration, the parties do not intend to deprive any court of competent jurisdiction of the authority to issue injunctive orders, or other order in interim or conservatory measure pending arbitration.
   
   5.3.8 The arbitrator(s) may, subject to the consent of the parties, hold hearings at such physical, virtual or hybrid (physical and virtual) location as the arbitrator(s), in consultation with the parties, may deem appropriate. It is hereby clarified for the avoidance of doubt that the conduct of hearings in any location outside of Singapore shall have no effect on the designation of Singapore as the seat of arbitration.
   
   
   5.4 Severability. If the class action waiver is found to be illegal or unenforceable as to all or some parts of a Dispute, then those parts will not be arbitrated but will be resolved in court, with the balance resolved through arbitration. If any provision of this Section is found to be illegal or unenforceable, then that provision will be severed; however, the remaining provisions shall still apply and shall be interpreted to as nearly as possible achieve the original intent of this Section, inclusive of the severed provision.
   
   
6. Service Description. The Services Description is modified as set forth in this Section 6.
   
   6.1 Notwithstanding anything to the contrary in the Agreement, you understand and acknowledge that not all Services set forth in the Services Description may be available in India.
   
   6.2 The following language is added to the Services Description as a new subsection for Zoom Phone Services provided to an India Location:
   
   
   “Zoom Phone India Service
   
   a. Zoom Phone India Services is provided by ZVC India Pvt. Ltd. (“ZVC India”).
   
   b. For Customers purchasing or using Zoom Phone India Service, “Customer Data” means information provided to ZVC India so that ZVC India can fulfill the terms of applicable agreements and provide the Zoom Phone India Services (e.g., company name, billing address, taxpayer ID number, GST registration number, contact name and information, latitude, longitude).
   
   c. ZVC India Bring Your Own Carrier (BYOC) enables customers to have PSTN capability in India regions where ZVC India may or may not offer PSTN access.
   
   d. Customer represents and warrants that the Zoom Phone India Services will not be used for telemarketing purposes without Zoom’s express prior written consent, and Customer’s use will be in compliance with applicable Laws.
   
   e. Other.
   
   

   (i) Emergency calling capability is not available in India.
   (ii) Number Porting is not supported for Zoom Phone India Service.
   (iii) Customers are required to maintain accurate and up-to-date customer verification records (also known as “KYC”) and ensure that the updated information is always provided to ZVC India.
   (iv) As part of Zoom’s commitment to compliance and transparency, lawful intercept by authorized law enforcement agencies will be provided with real time feed of specific targets, as mandated by applicable Laws (Government of India Legal Interception Standard Operating Procedure).”
   
   
7. Legal Entity for Guides, Notices, Policies, and Statements. Notwithstanding the legal entity referenced in any guides, notices, policies, or statements incorporated into or referenced in the Agreement, ZVC India Pvt. Ltd. will be the party of record for purposes of this Addendum and Services provided to an India Location, and you agree that you have read and consent to the terms and any and all obligations therein.
   
   
8. Governing Law. This Addendum and the Agreement for purposes of Services to an India Location are governed by and construed under the laws of India. Non-Arbitrable Disputes may be submitted to any court and/or any governmental agency of competent jurisdiction.
   
   
9. Notices. For notice requirements arising under the Agreement that are related to Services to an India Location, in addition to any other notice requirements, you shall also provide notice by letter delivered by a reputable mail courier service at the following: ZVC India, WeWork Raheja Platinum, Marol CHS Rd, off Andheri – Kurla Road, Marol, Andheri East, Mumbai, Maharashtra 400059, addressed to the attention of: Legal.