8x8 ContactNow
Terms and Conditions
[Updated May 3, 2017]
These 8x8 ContactNow terms and conditions (“Terms”), together with the Service Specific Terms and all other documents referenced herein (collectively, the “Agreement”), govern the access to and use of the 8x8 ContactNow Services (“Services”) by you, or others on your behalf, and is a legally binding contract entered into and agreed 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”).
PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT AFFECTS 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) COMPLIANCE WITH LAW. Many jurisdictions have Laws (e.g., the U.S. Telephone Consumer Protection Act) that significantly restrict telephone solicitations (i.e., telemarketing) and the use of automatic dialing systems, artificial or pre-recorded voice messages, text messages and facsimile communications. CUSTOMER IS SOLELY RESPONSIBLE FOR (I) ENSURING ITS USE OF THE SERVICES COMPLIES WITH ALL SUCH LAWS, (II) OBTAINING AND MAINTAINING ALL NECESSARY LICENSES, PERMITS AND APPROVALS REQUIRED BY ANY AND ALL GOVERNMENTAL AUTHORITIES TO PERMIT CUSTOMER TO RECEIVE AND USE THE SERVICES, (III) OBTAINING ANY AND ALL REQUIRED CONSENTS FROM THE PARTIES TO BE CONTACTED USING THE SERVICES AND (IV) MAINTAINING AN INTERNAL “DO NOT CALL” LIST TO PREVENT CONTACTING PARTIES THAT DO NOT WISH TO RECEIVE FURTHER COMMUNICATIONS FROM CUSTOMER. THIS AGREEMENT ALSO INCLUDES IMPORTANT INFORMATION REGARDING YOUR ACCESS AND USE OF EMERGENCY SERVICES (i.e., 911 in the United States, 999 in the United Kingdom, etc.).
When you accept this Agreement in conjunction with ordering Services (for example, by clicking a box adjacent to an acknowledgement) or when you access or use the Services, you agree to be bound by this Agreement. If you are acting on behalf of a corporation, company, partnership, organization, association or other legal entity, then you hereby represent and warrant to 8x8 that you have the authority to bind such entity to this Agreement. IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH THIS AGREEMENT, THEN DO NOT ACCEPT THIS AGREEMENT AND DO NOT ACCESS OR USE, OR AUTHORIZE ANYONE TO ACCESS OR USE, THE SERVICES.
1. APPLICATION OF TERMS.
These Terms and Annex 1 contain the general terms and conditions governing the provision of Services to Customer regardless of location. Additional Service Specific Terms that supplement these Terms (a) are contained in applicable Editions and Documentation, including without limitation volume, technical, formatting and logistical requirements and applicable pricing, fees and charges; and (b) may be contained in an Order. The Service Specific Terms are incorporated by reference herein.
2. SERVICES.
2.1 General. 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 subject to the terms of this Agreement.
2.2 Customer License. Subject to Customer’s compliance with the terms of the Agreement, 8x8 hereby grants Customer the non-exclusive, non-transferable (except as provided herein) right to access and use the Services ordered by Customer from time to time, together with all related components of the 8x8 Platform, during the Term, for Customer’s own internal business purposes.
2.3 User Limits. Customer’s use of the Services is subject to limitations on the number of Agents authorized to use the Services per the Edition and applicable Order for Services. Unless the Agreement expressly provides otherwise, a specified quantity of Services in an Order for Monthly Services limits the number of Agents and corresponding account logins to the specified quantity. Customer may designate as Agents only individuals over whom Customer has sufficient control (contractual or otherwise) to ensure compliance with the Agreement, such as employees and consultants.
2.4 Customer Requirements. Customer shall be solely responsible for ensuring that its Internet connection, its underlying telephony system (whether separately provided by 8x8 or a third-party telephony provider), any local network equipment, hardware and software or other equipment and devices (including without limitation telephones) 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 understands and agrees that (a) its ability to use the Services may require Customer to make necessary adjustments, modifications or changes to its Environment in order to satisfy the minimum technical prerequisites specified in the applicable Documentation; and (b) its failure or inability to make such adjustments, modifications or changes to its Environment may limit, interrupt or prohibit its accessibility to or use of the Services.
2.5 Technical Support. In accordance with the applicable Edition, 8x8 provides technical support for Services to its customers via e-mail, web-chat and, if applicable, telephone. Support shall be available during 8x8’s regular business hours, unless otherwise specified in the applicable Edition. Only basic technical support for Services, excluding Customizations, is included the applicable Edition. 8x8 may charge Customer (at then current professional service rates) for its time and expenses in investigating and attempting to remedy service issues that are (a) related to Customizations or (b) reasonably diagnosed as problems with Customer’s Environment rather than the Services.
2.6 Edition Upgrades and Downgrades. While Customer may from time to time elect to change the Edition to which it is subscribed, all Services subscribed to by Customer at any one period in time must be under the same Edition, e.g., Customer may not have some Agents on Standard Edition and other Agents on Pro Edition at the same time. If Customer elects to upgrade Editions (for example, from Pro to Ultimate), such change (including the pro-rated Service Fee, other related charges, and features, such as call recording retention periods) will take effect immediately after Customer submits an Order for such upgrade. If Customer elects to downgrade Editions (for example, from Ultimate to Pro), such change (including the Service Fee, other related charges, and features, such as call recording retention periods) will take effect at the beginning of the next calendar month after Customer submits an Order for such downgrade. With respect to call recording storage, unless this Agreement is terminated, call recordings will continue to be stored in accordance with the terms of the Edition applicable to the Service subscribed to by Customer at the time such call recordings were made.
3. ORDERING.
3.1 Registration. Customer must register for the Services. Once Customer registers for the Services, 8x8 will notify Customer via email of the account login information to enable Customer to access the Services (“Registration Confirmation”). Upon receipt of the Registration Confirmation, Customer may access its account to order Services. 8x8 may in its sole discretion decline any application to register for the Services.
3.2 Orders. To use the Services, Customer must submit an Order and payment for the Services. An Order shall be deemed accepted, and shall become effective and legally binding on both parties, as of the date that (a) a representative of Customer manifests its assent in the manner indicated by the Order document (for example, “click to accept”); and (b) all upfront Customer payments of applicable Service Fees, charges, Pre-Payments, and Taxes for the Services have been received in full by 8x8 in cleared funds (“Order Date”).
4. TERM.
The “Term” of the Agreement shall begin upon the Effective Date and, unless terminated earlier under these Terms, shall continue: (a) for Monthly Services, month-to-month and automatically renew unless and until Customer terminates the Services; or (b) for Standard Services, until the Pre-Payment Balance falls to zero or below and remains at zero or below for 60 days.
5. CHARGING AND PRICING.
5.1 General. 8x8 or a designated Affiliate shall charge Customer, and Customer shall pay, all fees, charges, Taxes, Pre-Payments and other amounts in respect to Services in accordance with this Section 5.
5.2 Billing. Unless otherwise provided in the Agreement, all amounts due and payable under the Agreement shall be payable via charge to the credit card account information provided by Customer (“Payment Method”). In the event of any change to its Payment Method, including without limitation card expiration or other basis for invalidity, Customer agrees to promptly update such information. Unless otherwise provided in the Agreement, by ordering the Services and providing its Payment Method, Customer authorizes 8x8 to charge its Payment Method for: (a) the monthly Service Fees and other monthly recurring charges at the then-current rate; (b) the Pre-Payment; and (c) any other toll and usage charges, fees for one-time Service charges, and Taxes incurred in connection with Customer’s order and use of the Services. Customer acknowledges that (d) the amounts charged each time to its Payment Method may vary from time to time for reasons that may include, but not be limited to, varying usage and/or changing or adding of Services, and (e) amounts may be charged at any time in one or more charges. 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. 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.
5.3 Monthly Services.
5.3.1 Charges for Monthly Services. For Monthly Services, unless otherwise provided in the Agreement, (a) monthly Service Fees shall be charged and paid for in advance of each month’s Service; (b) charging of Service Fees and other monthly recurring charges shall commence on the Order Date for the applicable Order and thereafter recur on the first of every month; (c) fees for one-time Service charges (including optional Pre-Payments) shall be charged on the Order Date for the applicable Order. Service Fees for Services added during a calendar month shall be pro-rated based on the number of days billed during that month.
5.3.2 Expiration of Included Minutes. If Customer fails to use all its monthly allotment of minutes included in its Monthly Services (“Included Minutes”) in the calendar month in which they were ordered (“Unused Minutes”), such Unused Minutes will expire as of 11:59pm Pacific Time on the last day of the calendar month in which they were ordered.
5.4 Standard Services.
5.4.1 Mandatory Pre-Payment Balance. For Standard Services, Customer will make an initial Pre-Payment to 8x8 of the amount specified on the Order. The initial Pre-Payment will be held by 8x8 on Customer’s behalf as the first Pre-Payment Balance.
5.4.2 Charges for Standard Services. 8x8 will deduct from the Pre-Payment Balance all amounts (including, without limitation, fees, toll and other usage charges, and Taxes) due and payable by Customer for usage of the Standard Services as they are incurred.
5.4.3 Minimum Amount. Unless otherwise set by Customer in its account, when Customer’s Pre-Payment Balance falls below the Minimum Amount, 8x8 shall automatically charge the Payment Method a preset amount of funds to bring Customer’s Pre-Payment Balance above the Minimum Amount.
5.4.4 Forfeiture of Pre-Payment Balance. If Customer maintains a Pre-Payment Balance for Standard Services above zero and fails to use such Service in any material respect, as determined in 8x8’s sole discretion, for a period of 12 consecutive months, such existing Pre-Payment Balance will be forfeited and retained by 8x8. If Customer wishes to use the Services after forfeiture of any Pre-Payment Balance under this Section, Customer must make a new Pre-Payment to use Standard Services.
5.5 Taxes. Customer is responsible for paying all Taxes, other than those assessable against 8x8 based solely on its income. 8x8 shall charge 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) under applicable Law, and Customer shall pay all Taxes so charged. If Customer asserts an exemption from any Taxes, Customer shall deliver to 8x8 a valid tax exemption certificate authorized by the appropriate taxing authority, and Customer shall be liable for any Taxes assessed prior to such delivery. Customer acknowledges that 8x8 may not invoice or charge value-added, goods and services or similar Taxes in certain jurisdictions that permit reverse charge of such Taxes (including Australia, for example). Customer shall account for and remit any such Taxes on Services in such jurisdictions.
5.6 Overages Charges. In accordance with the applicable Edition, Customer may have an allotment of Included Minutes for each month. If Customer uses all Included Minutes in any given month, Customer’s Services will be immediately suspended for the remaining days in the calendar month unless (a) Customer has made an optional Pre-Payment to 8x8, in which case 8x8 will deduct overage fees against such Pre-Payment Balance for usage in excess of the Included Minutes; or (b) Customer otherwise orders additional Services containing additional Included Minutes.
5.7 Rates. All fees and charges will be calculated in accordance with the rates published on the Website for an applicable Edition or, if applicable, the rates set out in an Order. All calls will be recorded and charged in seconds and will be rounded up to the nearest second. If the computed charge for a call includes a fraction of a single unit of the smallest denomination of currency, the fraction is rounded up to the nearest whole unit of the smallest denomination of applicable currency. When Customer attempts to make an outbound call, charges may apply regardless of whether the party on the other line answers the call. Each leg of a call using the Services, however created, is charged independently, e.g., if a call is transferred from an Agent to another Agent or a third party, an additional call leg is created and per minute charges are applied to the whole duration of each call leg. If Customer elects to use the “Agent on Demand” feature, where Agents are called from the 8x8 Platform to connect, the applicable per minute rate will apply to such calls. All call charges payable under the Agreement will be calculated by reference to data recorded or logged by 8x8 and not by reference to data recorded or logged by Customer. 8x8 may change the rates, fees and other charges for the Services at any time by publishing them to the Website. The rates and pricing for Services ordered in an Order shall not constitute a commitment of 8x8 to offer such rates and pricing for future orders.
5.8 Disputed Charges. Customer agrees to pay all charges due and payable under the Agreement without counter-claim, set-off or deduction. To dispute a charge, Customer shall provide notice by email to claims@8x8.com within 30 days of the charge, setting forth the amount in dispute and the basis of the dispute in reasonable detail. Failure to so dispute a charge within such 30-day period shall constitute an irrevocable waiver of Customer’s right to dispute the charge. The parties shall attempt to resolve the dispute in good faith for a period of 30 days from the notice, in accordance with the procedures for Claims under Section 16.
5.9 Refund Policy. All prepaid fees and other payments by Customer under this Agreement are non-refundable and non-creditable.
5.10 Reactivation Fee. 8x8 may charge Customer a fee to reactivate Customer’s account following Customer’s termination of Services or 8x8’s termination or suspension of Services due to Customer’s breach.
5.11 Promotions. From time to time, 8x8 may offer promotional rates or discounts for Services. Any promotion or discount codes must be provided to 8x8 at the time Services