8X8, Inc. Business Terms and Conditions
[Updated December 2, 2016]
Table of Contents
18. DEFINED TERMS
Annex 1 – USE RESTRICTIONS
Annex 2 – SERVICE-SPECIFIC TERMS
Annex 3 – FEES AND EXPENSES
Annex 4 – United Kingdom Supplement
[Updated December 2, 2016]
1.1. ACCEPTANCE AND APPLICATION OF TERMS.
These 8x8, Inc. Business Terms and Conditions (which, together with all annexes hereto and all other documents expressly incorporated by reference herein, are referred to throughout as the “Terms”) form part of a legally binding contract between 8x8, Inc., a Delaware corporation (“8x8”), and the individual or legal entity in whose name 8x8 agrees to provide Services (“Customer,” “you,” or “your”). These Terms, and the Customer Agreement generally, govern your acquisition and use of Services and Equipment from 8x8.
PLEASE READ THESE TERMS CAREFULLY BECAUSE THEY AFFECT THE LEGAL RIGHTS BETWEEN YOU AND 8X8 BY, AMONG OTHER THINGS, (1) LIMITING 8X8’S LIABILITY TO YOU, (2) REQUIRING ARBITRATION OF CERTAIN DISPUTES AND (3) REQUIRING PAYMENT OF EARLY TERMINATION CHARGES OR DISCONNECT FEES.
THESE TERMS ALSO INCLUDE (IN THE REGIONAL SUPPLEMENTS AND ELSEWHERE) IMPORTANT INFORMATION REGARDING YOUR ACCESS AND USE OF EMERGENCY SERVICES (i.e., 911 in the United States, 999 in the United Kingdom, etc.), INCLUDING LIMITATIONS RELATIVE TO TRADITIONAL, WIRELINE EMERGENCY SERVICES.
When you accept these Terms in conjunction with ordering Services (for example, by signing a Service Agreement or Service Order that references these Terms, or clicking a box adjacent to an acknowledgement), or when you access or use the Services after you are notified that these Terms apply to the Services, you agree to be bound by these Terms. If the individual who accepts these Terms is acting on behalf of a corporation, company, partnership, organization, association or other legal entity, then that individuals hereby represents and warrants to 8x8 that he or she has the authority to bind such entity. IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH THESE TERMS, THEN YOU SHOULD NOT ACCEPT THESE TERMS AND YOU SHOULD NOT ACCESS OR USE, OR AUTHORIZE ANYONE TO ACCESS OR USE, THE SERVICES.
These Terms shall amend and restate, supersede and replace in their entirety any earlier versions of the 8x8, Inc. “Business Terms and Conditions” previously applicable to your Services, effective as of the date indicated in the introductory note above.
1.2 SERVICE ORDERS AND SERVICE AGREEMENTS.
Customer may order Services or Equipment from time to time by entering into Service Orders with 8x8. Each Service Order will be subject to these Terms and, if Customer enters into a Service Agreement with 8x8, any additional and/or modified terms as the Service Agreement may specify. When Customer enters into its first Service Order or Service Agreement with 8x8, Customer establishes a Customer Agreement with 8x8 that has the term (the “Initial Term”) specified in that first Service Order or in the Service Agreement, as applicable, or 36 months if no term is specified. All subsequent Service Orders shall be subject to and coterminous with (i.e., have the same expiration date as) the Customer Agreement. Upon their effectiveness, such Service Orders shall be deemed to amend and become part of the Customer Agreement.
1.3 REGIONAL SUPPLEMENTS; OTHER ANNEXES.
The numbered provisions of this document, together with Annex 1 (Use Restrictions), Annex 2 (Service-Specific Terms) and Annex 3 (Fees and Charges), are referred to collectively as the “Global Terms.” The Global Terms apply to all customers of 8x8, Inc., regardless of location. Annex 4 (Regional Supplements) consists of several sets of additional terms and conditions, each of which is referred to as a “Regional Supplement.” Each Regional Supplement applies only to Services (if any) provided to a Customer Location in the country or region indicated.
The Regional Supplements and each of the other Annexes are available at https://www.8x8.com/terms-and-conditions and, to the extent not included as attachments to these Global Terms, are incorporated by reference herein.
8x8 shall, itself or through one or more of its Affiliates, vendors, subcontractors or other service-providers (each, an “8x8 Partner”), provide the Services ordered by Customer from time to time in accordance with the terms and subject to the conditions of the Customer Agreement.
2.2 SUBSCRIPTION SERVICES.
2.2.1 General. 8x8 hereby grants Customer the non-exclusive, non-transferable (except as provided herein) right to access and use the Subscription Services ordered by Customer from time to time, together with all related components of the 8x8 Platform, during the term of the applicable Service Order, for Customer’s own internal business purposes, subject to the terms and conditions of the Customer Agreement.
2.2.2 User Limits. Customer’s use of Subscription Services is subject to limitations on the number of Agents authorized to use the Services. Unless the Customer Agreement provides otherwise: (a) a specified quantity of Subscription Services in a Service Order limits the number of Agents and corresponding account logins to the specified quantity; (b) an Agent’s login credentials may be used only by the designated Agent until his or her account is reassigned; and (c) an Agent’s account login may be reassigned to a new individual only when replacing a previously authorized Agent who will no longer use the Services. Customer may designate as Agents only individuals over whom Customer has sufficient control (contractual or otherwise) to ensure compliance with these Terms, such as employees and consultants.
2.2.3 Customer Requirements. Customer shall be responsible for ensuring that its Internet connection, any local network equipment, hardware and software used in connection with the Services, and all related configurations (collectively, “Environment”), adhere to the minimum standards and technical requirements specified in applicable Documentation. Customer agrees to: (a) grant 8x8 access to Customer’s personnel, facilities and other resources under Customer’s control as 8x8 may reasonably request in order to perform its obligations under the Customer Agreement; (b) allow 8x8, upon reasonable request and subject to compliance with Customer’s security policies, to conduct an initial assessment of Customer’s network; and (c) make any adjustments to Customer’s Environment that 8x8 reasonably determines necessary to satisfy the minimum technical prerequisites specified in the applicable Documentation.
2.3 IMPLEMENTATION SERVICES.
8x8 shall use commercially reasonable efforts to perform the Implementation Services ordered by Customer as promptly as practicable following Customer’s placement of an order or (if applicable) in accordance with the schedule specified in the Customer Agreement. Implementation Services shall be provided remotely unless Customer’s Support Plan provides for on-site deployment.
2.4 PROFESSIONAL SERVICES.
From time to time, Customer may request, and 8x8 may agree to perform, work beyond the scope of the Implementation Services and/or Support Services to be provided by 8x8 under the Customer Agreement. The fees for such additional services (“Professional Services”) shall be based on 8x8’s standard time, material and travel rates, unless the parties agree otherwise in writing. Professional Services shall be subject to these Terms and such other terms as the parties may agree in a Statement of Work (“SOW”). Customer acknowledges that Professional Services are performed on a reasonable efforts basis, and that 8x8 cannot guarantee a particular outcome or result.
2.5 TECHNICAL SUPPORT.
8x8 provides technical support for Services to its customers via telephone, e-mail and web chat. Support shall be available during 8x8’s regular business hours, unless otherwise specified in the applicable Support Plan. Customer is entitled to basic Support Services for all Subscription Services free of charge. 8x8 may charge Customer (at Professional Service rates) for its time and expenses in investigating and attempting to remedy service issues that are (a) related to Unsupported Services or (b) reasonably diagnosed as problems with Customer’s Environment rather than the Services.
2.6 UNSUPPORTED SERVICES.
Notwithstanding anything the contrary herein, neither 8x8 nor any of its designated Affiliates shall be required to provide technical support for, and 8x8 disclaims all service level commitments, representations and warranties as to the performance of, Services that are either (a) used for a purpose or in a manner inconsistent with the Documentation (for example, as part of an alarm or paging system), (b) used with Unsupported Devices or with supported equipment that does not comply with Section 6.5; or (c) accessed in an Environment for which the Customer has waived a network assessment or failed to make requested adjustments under Section 2.2.3 above (the Services described in clauses (a) through (c) are referred to collectively as “Unsupported Services”).
3. BILLING AND PAYMENT.
8x8 or a designated Affiliate shall bill Customer, and Customer shall pay when invoiced, all fees, charges, Taxes and other amounts in respect to Services and Equipment in accordance with this Section 3.
Unless the Customer Agreement provides otherwise: (a) monthly Service Fees shall be billed in advance of each month’s Service, and toll and other usage charges shall be billed in arrears; (b) billing of Service Fees and other monthly recurring charges shall commence on the date that is seven days after Customer’s order of Subscription Services, or on the date 8x8 provisions such Services, whichever is earlier; (c) fees for Implementation and Professional Services and other one-time Service charges shall be billed upon order of the Services; and (d) shipping and related charges shall be billed upon shipment of the Equipment. Service Fees for any additional Subscription Services added during a calendar month shall be pro-rated based on the number of days billed during that month.
FOR AVOIDANCE OF DOUBT, UNLESS THE SERVICE AGREEMENT EXPRESSLY STATES OTHERWISE, BILLING WILL COMMENCE WITHIN SEVEN DAYS OF ORDER. The initial provisioning process, which creates Customer’s unique account and enables Customer to log-in and access the Services, is generally completed within this seven-day period.
3.3 PAYMENT AND CREDIT TERMS.
Unless the Customer Agreement provides otherwise, all amounts due and payable under the Customer Agreement shall be payable via charge to the credit card account provided by Customer, and payment is due 15 days from the invoice date (Net 15). All Services provided to Customer on credit shall be subject to 8x8’s review and approval of Customer’s credit, and 8x8, in its reasonable discretion, may discontinue or limit Customer’s credit at any time, require a deposit or bank guarantee, or place a limit on the amount of charges that Customer can incur before making payment. By providing credit card account information to 8x8, Customer authorizes 8x8 to charge that account for all amounts due and payable hereunder in respect of the Services and Equipment ordered by Customer, and Customer agrees to notify 8x8 promptly of any change to such information. Unpaid balances are subject to a late payment charge that accrues from the due date at the rate of 1.5% per month or the maximum amount permitted by applicable law, whichever is less.
Customer is responsible for paying all taxes, levies, imports, duties, charges, fees or similar governmental assessments, including value-added tax (“VAT”), sales, use, withholding, public utility or universal service taxes or fees, and emergency services surcharges (i.e., 911, E911, 999, etc.) assessed or assessable by any governmental, fiscal or other authority relating to the sale and provision of Services to Customer and Customer’s use of Services (collectively, “Taxes”), other than those assessable against 8x8 based solely on its income. 8x8 shall invoice Customer for all such Taxes that 8x8 reasonably believes it has a legal obligation to collect and remit (or in respect of any obligations that 8x8 is permitted to pass on to its customers, as in the case of universal service fund contributions and similar Taxes) under applicable Law, and Customer shall pay all Taxes so invoiced. Any Taxes set forth in a quote or Service Order shall be calculated by 8x8 in good faith based on the service address or addresses provided by Customer, but shall be non-binding estimates only. If Customer asserts an exemption from any Taxes, Customer shall deliver to 8x8 a valid tax exemption certificate authorized by the appropriate taxing authority,