Last Updated: September 16, 2020
8x8 CPaaS Service Module – Jitsi-as-a-Service Printable Version PDF
JaaS-1. SCOPE OF JaaS MODULE. This 8x8 CPaaS Service Module – Jitsi as a Service (this “JaaS Module”) shall apply with respect to all 8x8 CPaaS Jitsi-as-a-Service services (the “JaaS Services”) ordered, accessed, or used by, or provided to, Customer (“Ordered JaaS Services”). Capitalized terms used and not defined in this JaaS Module shall have the meanings assigned to them in the 8x8 CPaaS Terms (available at https://www.8x8.com/cpaas-order-terms/cpaas-service-terms) (the “Service Terms”).
JaaS-2. ORDERING JaaS SERVICES. Customer may order JaaS Services in each case by entering into an Order for the same with 8x8 or its Affiliate. Any subsequent Order(s) of JaaS Services to the initial Order shall replace and supersede the then-current Ordered JaaS Services in their entirety upon the effective date of such subsequent Order. Fees and other recurring charges for the Ordered JaaS Services shall start to be billed as of the effective date of the applicable Order. Upon placement of an Order in accordance with this Section JaaS-2 (Ordering JaaS Services), 8x8 or its Affiliate shall make the applicable Ordered JaaS Services available through Customer’s created account and provide Customer’s designated administrator access to such Ordered JaaS Services through such account.
JaaS-3. MONTHLY ACTIVE USERS. Each Order shall set forth a baseline number of monthly active users allotted to Customer over a single calendar month (“MAU”, and such baseline number the “Baseline MAU”), the monthly fee rate for the Baseline MAU, and an overage rate per MAU, which shall apply where Customer exceeds the Baseline MAU in the applicable calendar month (such overage, the “MAU Overage”). Customer acknowledges and agrees that any single end user may be calculated as multiple MAU where 8x8 is not reasonably able to discern whether such end user has previously accessed the Ordered JaaS Services in the applicable calendar month (e.g. where such end user (a) uninstalls and reinstalls a mobile application used to access the Ordered JaaS Services, (b) uses multiple web browsers to access the Ordered JaaS Services, and/or (c) uses multiple devices to access the Ordered JaaS Services). For avoidance of doubt, all end users who access the Ordered JaaS Services shall be considered Users for purposes of the Use Policy.
JaaS-4. 8x8 REPONSIBILITIES WITH RESPECT TO JaaS SERVICES
- JaaS-4.1. JaaS Services Availability. 8x8 shall, itself and/or through its Partners or Affiliates, (a) make the Ordered JaaS Services available to Customer during the JaaS Module Effective Period as set forth in, and subject to the terms and conditions of, the Agreement and (b) provide standard support for Ordered JaaS Services during 8x8’s regular business hours.
- JaaS 4.2. JaaS Services Pricing Commitment. The fee rates for Ordered JaaS Services and any applicable overage rate(s) shall be as set forth in the applicable Order, and such rates may not be increased during the period beginning on the effective date of Customer’s first Order of JaaS Services and continuing for the number of months specified as the “Initial Term”, “JaaS Term” or similar period in such Order (or for twelve (12) months if not specified therein) (the “JaaS Initial Term”) or renewal term (each a “JaaS Term”). 8x8 may, at the start of any renewal Term, with at least forty-five (45) days’ notice prior to the commencement of such renewal Term, increase such rates up to as much as the then-current list price for the applicable Ordered JaaS Services.
- JaaS 4.3. Changes to Ordered JaaS Services. 8x8 may not change Ordered JaaS Services in any way that materially reduces their overall functionality or security, except with Customer’s written approval. 8x8 may, however, make other changes or perform upgrades to Ordered JaaS Services, provided that 8x8 shall provide advance notification to Customer of any such change or upgrade if reasonably practicable or otherwise promptly thereafter.
JaaS-5. CUSTOMER RESPONSIBILITIES WITH RESPECT TO JaaS SERVICES
- JaaS-5.1. JaaS Subscription Commitment. AS A MATERIAL COMMITMENT UPON WHICH PRICING AND OTHER TERMS OF THIS JaaS MODULE AND RELATED TERMS OF THE AGREEMENT ARE BASED, CUSTOMER SHALL BE OBLIGATED TO PAY (IN ACCORDANCE WITH SECTION 6 (PAYMENT)) OF THE SERVICE TERMS ALL BASELINE MAU FEES AND TAXES RELATED TO ORDERED JaaS SERVICES FOR THE ENTIRE JaaS INITIAL TERM AND EACH RENEWAL TERM OF THIS JaaS MODULE (CUSTOMER’S “SUBSCRIPTION COMMITMENT”). Such amounts shall be billed at or near the beginning of the applicable billing cycle.
- JaaS 5.2. Usage. Fees for any MAU Overage shall (a) be incurred by the Customer at the time that the usage occurs, (b) accrue at the applicable rate(s) set forth in Customer’s Order, (c) be billed to Customer in arrears, and (d) be paid by Customer in accordance with Section 6 (Payment) of the Service Terms.
JaaS-6. TERM OF JaaS MODULE. This JaaS Module shall become effective beginning on the effective date of Customer’s first Order of JaaS Services and shall continue in full force and effect until the earlier of (a) the date terminated in accordance with Section JaaS-7.1 (Exclusive JaaS Module Termination Rights) and (b) the date of expiration as set forth in the next sentence (the “JaaS Module Effective Period”). At the end of the JaaS Initial Term and each renewal Term, this JaaS Module, if not earlier termination in accordance with this JaaS Module, shall:
- (i) expire if either Party has elected not to renew the Ordered JaaS Services via notice to the other Party at least thirty (30) days prior to the end of such JaaS Term; or
- (ii) automatically renew for a twelve- (12-) month renewal term if the foregoing does not apply.
JaaS-7. TERMINATION OF JaaS MODULE
- JaaS-7.1. Exclusive JaaS Module Termination Rights. This JaaS Module may be terminated:
- (a) by either party with thirty (30) days’ notice to the other Party in the event of the other Party’s material breach of the Agreement (which shall include without limitation any Customer payment delinquency or Customer breach of the Use Policy) and, if such breach is reasonably capable of cure, failure to cure such breach within such notice period, provided that such cure requirement shall not apply with respect to a Customer payment delinquency where there have been two or more such delinquencies;
- (b) immediately by either Party upon notice to the other Party where the other Party experiences a Solvency Event; or
- (c) by 8x8 with thirty (30) days’ notice to Customer in the event that any JaaS Services become subject to an actual or threatened Claim of infringement (an “Infringement Claim”) and avoidance of the alleged infringement via procurement of a license or modification or replacement of the applicable JaaS Services (either or both of which may be exercised by 8x8, at its sole option and expense, in the event of any Infringement Claim) is not commercially feasible.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION JaaS-7 (TERMINATION OF JaaS MODULE) STATES THE PARTIES’ SOLE AND EXCLUSIVE RIGHTS TO TERMINATE THIS JaaS MODULE, AND THIS JaaS MODULE MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.
- JaaS-7.2. Effect of Termination. Upon any termination of this JaaS Module for any reason, subject to any continuing Customer financial obligations under the Agreement, the then-current Order for JaaS Services shall immediately terminate. In the event that this JaaS Module is terminated by Customer under and in accordance with clause (a) or (b) – or by 8x8 under clause (c) – of Section Jaas-7.1 (Exclusive JaaS Module Termination Rights), Customer shall be relieved of its Subscription Commitment for any post-termination period, and 8x8 shall refund any amounts un-used and pre-paid for Ordered JaaS Services for any such period. For clarity, (a) no other termination of this JaaS Module shall relieve Customer of such commitment (which shall survive any such termination) or entitle Customer to any refund and (b) in no event shall termination or expiration of this JaaS Module relieve Customer of its obligation to pay any amount incurred thereunder prior to such termination or expiration.