8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers
Last Updated: November 30, 2018
THESE TERMS SHOULD BE READ CAREFULLY, AS THEY AFFECT THE PARTIES‘ LEGAL RIGHTS BY, AMONG OTHER THINGS, LIMITING RESELLER’S LIABILITY UNDER THE AGREEMENT
1.1. Applicability and Scope. These 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers and all content expressly incorporated herein (these “Terms”) apply to those customers of a reseller of 8x8, Inc. (“8x8”) that have agreed to or accepted these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers in connection with ordering 8x8 Virtual Office and/or 8x8 Virtual Contact Center services (such services (whether stand-alone, included in 8x8 Editions or 8x8 X Series, or otherwise bundled with other services), including all components thereof, the “8x8 SaaS Services”) from or through such reseller. For such customers, these Terms apply with respect to all 8x8 SaaS Services and Project Services (together, “Services”) and Equipment ordered or provided under the Agreement (as defined below) (such Equipment, “Ordered Equipment”; such Services and equipment, together, “Ordered Products”). The 8x8 Virtual Office and Virtual Contact Center Regional Terms for 8x8 Reseller Customers included at the end hereof (the “Regional Terms”) are a part of, and incorporated in, these Terms.
1.2. The Agreement. On the first occasion that the legal entity in whose name Reseller agrees to provide Services (“Customer”) performs any of the following acts, such entity thereby enters into a legally-binding contract with Reseller that shall govern all ordering, acquisition, accessing, and use of Ordered Products (the “Agreement”): (a) entering into an order or other document that incorporates these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers or otherwise agreeing to or accepting these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers or (b) accessing or using any 8x8 SaaS Services after being notified that these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers apply to such 8x8 SaaS Services or to such accessing or use thereof. The Agreement shall include all terms and conditions between Customer and Reseller (each a “Party” and together as the “Parties”) related to the ordering, acquisition, accessing, or use of Ordered Products (including without limitation these Terms) and all orders of 8x8 SaaS Services and/or Equipment entered into or placed by or on behalf of Customer, each of which shall be subject to these Terms. For avoidance of doubt, any transaction, dealing, or relationship between the Parties – and any terms, conditions, documents, materials, or other content agreed to or entered into by, or otherwise applicable to, Customer and Reseller – that are unrelated to the Ordered Products or the ordering, acquisition, accessing, or use thereof (e.g., Customer’s ordering from Reseller goods or services other than the Services or Equipment) (each such transaction, document, etc., an “Extraneous Agreement”) shall be outside of the scope of the Agreement, and these Terms shall not govern or apply to any such Extraneous Agreement.
The individual who agrees to or accepts these Terms represents and warrants to Reseller that he or she has the authority to bind Customer to the Agreement and enter into the Agreement on Customer‘s behalf. IF SUCH INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE TO THESE TERMS, THEN HE/SHE SHOULD NOT ACCEPT THESE TERMS, ENTER INTO ANY ORDER, OR ORDER, ACCESS, OR USE THE 8x8 SaaS SERVICES OR AUTHORIZE OR PERMIT ANY OTHER PERSON TO DO SO.
1.3. Conflict. In respect of the Ordered Products and other matters within the scope of this Agreement, the Agreement shall take precedence and control in the event of any conflict or inconsistency with any Extraneous Agreement. In the event of any conflict between these Terms and any other component of the Agreement, these Terms shall take precedence and control.
1.4. Relationships Among Reseller, Customer, and 8x8. As a supplier of Reseller with respect to the 8x8 SaaS Services and Equipment, 8x8 and/or its Affiliates may make available, provide, maintain, support, administer, and/or implement the Ordered Products and/or perform billing, collection, or other functions with respect to the Ordered Products and/or the Agreement. Consequently, certain components or aspects of the 8x8 SaaS Services (including without limitation certain software applications available for download and/or for use in connection therewith) and/or Equipment may include the branding of 8x8 or its Affiliates, and certain provisions of these Terms or other components of the Agreement may refer or relate to 8x8, its Affiliates, or the products or services offered by them. Customer and Reseller acknowledge and agree that notwithstanding the foregoing, (a) neither 8x8 nor any of its Affiliates are the service provider under the Agreement or otherwise in respect of any Ordered Products; rather, in entering into the Agreement, Customer is entering into a contract solely and exclusively with the non-8x8 entity(ies) from/through which it orders the Ordered Products (“Reseller”), and the Agreement is solely between Customer and Reseller and (b) in no event shall 8x8 or any of its Affiliates, by virtue of these Terms or the Agreement, or Customer’s ordering, acquisition, accessing, or use of Ordered Products, (i) be or be deemed to be a party to the Agreement or (ii) have any obligation, liability, or responsibility to Customer or any other party (nor shall Customer or any other party have any right or remedy that may be enforced or asserted against 8x8 or any of its Affiliates by virtue of or under these Terms or the Agreement). Accordingly, Customer agrees that it shall look solely to Reseller for the fulfillment of any and all obligations owed to Customer, its Affiliates, and/or other related parties under the Agreement and shall not seek to enforce the Agreement or assert or enforce their rights or remedies thereunder against 8x8 or its Affiliates.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY RELEASES, DISCHARGES, AND HOLDS HARMLESS 8x8, ITS AFFILIATES, AND THEIR RESPECTIVE PERSONNEL AND PARTNERS (OTHER THAN RESELLER) FROM AND AGAINST ANY AND ALL CLAIMS AND/OR LIABILITY UNDER OR WITH RESPECT TO THE AGREEMENT AND/OR THE ORDERED PRODUCTS.
1.5. Applicability Throughout the Access Period. Customer agrees and acknowledges that the restrictions and requirements applicable to Customer under these Terms are intended to apply throughout the entire Effective Period and all other periods during which the 8x8 SaaS Services ordered under the Agreement (“Ordered 8x8 SaaS Services”) are available, even if any such periods are subsequent to termination or expiration of the Agreement (the Effective Period and all such other periods, collectively, the “Access Period”). Accordingly, Customer agrees that it shall comply with such restrictions and requirements for the entire Access Period, and its obligations related to such restrictions and requirements shall survive any termination or expiration of the Agreement and continue to apply during any such periods.
2. 8x8 SaaS SERVICES
2.1. Ordering 8x8 SaaS Services. Customer may order 8x8 SaaS Services under the Agreement, in each case by entering into a written order prepared by or on behalf of Reseller for the same with Reseller pursuant to the Agreement (“Orders”). Orders shall be:
(a) deemed entered into by, and shall become effective and legally binding on, the Parties upon (i) execution by Customer (or execution by both Parties if the Parties have agreed in writing that the foregoing shall be required for Orders to be effective) or (ii) completion by Customer of an electronic “click-through” or “click to accept” process of Reseller or its Partner and
(b) coterminous with the Agreement (i.e., shall terminate, renew, and/or expire at the same time as the Agreement, in accordance with Sections 11 (Term and Renewal) and 12 (Termination)).
Upon placement of an Order, the applicable Ordered 8x8 SaaS Services shall be provisioned, a tenant and account shall be automatically created for Customer, and Customer’s designated administrator shall receive email instructions and credentials necessary to access such Ordered 8x8 SaaS Services, assign lines and/or seats to individual users, and otherwise enable Customer to access and use such Ordered 8x8 SaaS Services (“Provisioning”).
2.2. Reseller Responsibilities With Respect to 8x8 SaaS Services
2.2.1. 8x8 SaaS Services Availability. Reseller shall, itself or through one or more of its vendors, subcontractors, wholesalers, suppliers, or other service-providers (each, a “Partner” of Reseller) or Affiliates, make the Ordered 8x8 SaaS Services (which shall substantially conform to the applicable Documentation) available to Customer during the Effective Period as set forth in, and subject to the terms and conditions of, these Terms).
2.2.2. Support of 8x8 SaaS Services. Reseller shall provide standard support for Ordered 8x8 SaaS Services during Reseller’s regular business hours (or such other hours agreed to in writing by the Parties) via those particular telephone numbers, email addresses, web chat interfaces, and/or other support channels expressly specified by Reseller for such purpose (the “Approved Support Channels”).
2.2.3. 8x8 SaaS Services Pricing Commitment. Except to the extent otherwise expressly agreed in writing by the Parties, (a) the Service Fee rates for Ordered 8x8 SaaS Services shall be as set forth in the applicable Order, and, during the Initial Term, Reseller may not increase any such rates, (b) after the Initial Term, Reseller may, at any time, increase such rates up to – but not in excess of – the then-current list price for the applicable Ordered 8x8 SaaS Services, (c) when Customer orders Ordered 8x8 SaaS Services for the first time in a country, such order shall establish the Service Fee rates that Reseller must offer for future Orders of the same Ordered 8x8 SaaS Services in that country, provided that such established rates shall increase in parallel with any rate increases under the immediately preceding clause (b), and (d) the initial Regulatory Fee rates for Ordered 8x8 SaaS Services shall be as set forth in the applicable Order.
2.2.4. Changes to Ordered 8x8 SaaS Services. Reseller may not change Ordered 8x8 SaaS Services in any way that materially reduces their overall functionality or security (based on customary usage in the United States (“US”), the United Kingdom, Australia, and Canada (the “Primary Market”)), except with Customer’s written approval. Reseller may, however, make other changes or perform upgrades to Ordered 8x8 SaaS Services, provided that Reseller shall provide advance notification to Customer of any such change or upgrade if reasonably practicable or otherwise promptly thereafter.
2.2.5. Content and Data Protection. Reseller shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect the content of all communications transmitted, received, and/or stored through any Ordered 8x8 SaaS Services (Customer’s “Content”) from unauthorized access and use. Customer shall remain the owner of its Content. The Parties acknowledge and agree that (a) Reseller’s and its Affiliates’ and Partners’ role with respect to Customer’s Content, if any, shall be that of a passive conduit and (b) neither Reseller nor any of its Affiliates or Partners shall be responsible for or have any involvement in determining or creating such Content or determining the recipients or destinations of any communications through Ordered 8x8 SaaS Services.
2.3. Customer Responsibilities With Respect to 8x8 SaaS Services
2.3.1. Customer Subscription Commitment. AS A MATERIAL COMMITMENT UPON WHICH PRICING AND OTHER TERMS OF THE AGREEMENT ARE BASED, CUSTOMER SHALL BE OBLIGATED TO PAY (IN ACCORDANCE WITH SECTION 7 (BILLING AND PAYMENT)) ALL SERVICE FEES, REGULATORY FEES, AND TAXES RELATED TO ORDERED 8x8 SaaS SERVICES FOR THE ENTIRE PERIOD BEGINNING ON THE EFFECTIVE DATE OF CUSTOMER’S FIRST ORDER AND CONTINUING FOR THE NUMBER OF MONTHS IDENTIFIED THEREIN AS THE “TERM,” “INITIAL TERM,” OR SIMILAR PERIOD (OR, WHERE NO SUCH PERIOD IS SO IDENTIFIED, FOR THIRTY-SIX (36) MONTHS) THEREAFTER) (THE “INITIAL TERM”) AND EACH RENEWAL TERM (CUSTOMER’S “SUBSCRIPTION COMMITMENT”), provided that Customer may reduce in quantity or downgrade (e.g., to a tier with a lower Service Fee rate) Ordered 8x8 SaaS Services for the next renewal term by providing notice of the same to Reseller at least sixty (60) days before the start of such renewal term (“Reduce” or a “Reduction”).
2.3.2. Usage. Customer shall be responsible for, and shall pay in accordance with Section 7 (Billing and Payment), any applicable usage charges of the sort set forth at the time of such usage at www.8x8.com/terms-and-conditions/usage.
2.3.3. Utilization of Approved Support Channels. In seeking technical and other support for Ordered Products in connection with the Agreement (or support related to the Agreement or Customer’s relationship with Reseller in connection therewith), Customer agrees to solely and exclusively utilize the Approved Support Channels. Without limiting the generality of the foregoing, Customer agrees not to contact 8x8 or any of its Affiliates directly in connection with seeking such support or otherwise in relation to the Agreement or the Ordered Products, except to the extent that a number, address, interface