HomeMy WebLinkAbout _ 4.3(a)--Approve New VOIP System Contract GI �" Y � F
� � � ° � � � " � � CITY OF REDDING
REPORT TO THE CITY COUNCIL
MEETING DATE: July 18, 2023 FROM: Tony Van Boekel, Chief
ITEM NO. 4.3(a) Information Officer/IT
Director
***APPROVED BY***
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tvanboekel@cityofredding.org btippin@cityofredding.org
SUBJECT: 4.3(a)--Award of RFP No. 5363 and approve New VOIP System Contract
Recommendation
Authorize the following actions relative to the scope of work for implementation of the new
Voice over Internet Protocol phone system:
(1) Approve contract with Vertical Communications to design, configure, and implement a
new Voice over Internet Protocol phone system at the City of Redding; and
(2) Adopt Resolution approving and adopting the 4th Amendment to Budget Resolution No.
2023-060 appropriating $291,160 from the Information Technology Department's
reserves for costs associated with the system.
Fiscal Impact
Initial onetime costs total $291,156.20—a breakdown of these costs are as follows:
■ Implementation/Installation cost $37,530.20
■ Hardware cost $195,520.00
■ Airport Crash Phone system equipment and install $39,321.00
■ Analog recording equipment for Power Plant $18,785.00
The annual costs for the VoIP phone system and the analog recording system total $125,711.60.
The City of Redding's (City) Information Technology (IT) Department will utilize reserves to
fund initial onetime costs. The annual costs for these services were budgeted as part of IT's
annual budget for fiscal years 2024-25 and 2025-26 and should not result in any additional fiscal
impacts.
Alternative Action
The City Council could choose to not approve this contract with Vertical Communications and
provide alternative direction to staff.
Report to Redding City Council July 12, 2023
Re: 4.3(a)--Approve New VOIP System Contract Page 2
Background/Analysis
In 2014, the City completed a large project to update the previous analog phone system to an on-
premise Cisco-based Voice over Internet Protocol (VoIP) system. This system provides voice
communication services City-wide, covers nearly 1,000 staff inembers in a multitude of
departments and locations, and is critical to day-to-day operations. The last update to the system
was done in 2017; however, the equipment and software of the current system are no longer
supported and are beginning to show signs of failure.
On March 21, 2023, the City Council approved the issuance of a Request for Proposal (RFP)
VoIP telephone software and hardware. A nationwide RFP was posted through the City's
Purchasing Department on March 22, 2023. Nine vendors responded to the RFP by the closing
date of May l, 2023.
Upon receiving the submittals, independent evaluations were conducted by seven subject matter
experts following the required the City Purchasing Policy. Four of the highest-rated respondents
were invited to in-person demonstrations and interviews. At the conclusion of the
demonstrations, the City determined Vertical Communications and the 8x8 product would be the
best solution to meet the City's needs. This new cloud-based system will provide many new
features the City does not currently have, as well as remove the need to continue to buy or
upgrade on-premise equipment, outside of physical phones. This new system will allow for
softphones as well which over time could reduce the cost of ongoing hardware support for
physical phones.
Environmental Review
This is not a project defined under the California Environmental Quality Act, and no fiirther
action is required.
Council Priority/City Manager Goals
� This agenda item is a routine operational item.
Attachments
^Resolution
Vertical Communications Solution Proposal and Statement of Work
RESOLUTION NO. 2023-
A RESOLUTION OF THE CITY OF REDDING APPROVING AND ADOPTING
THE 4TH AMENDMENT TO CITY BUDGET RESOLUTION NO. 2023-060
APPROPRIATING $291,160 FOR THE IMPLEMENTATION AND PURCHASE OF
A NEW VOICE OVER INTERNET PROTOCOL (VOIP) PHONE SYSTEM FOR
FISCAL YEAR 2023-24
BE IT RESOL VED BY THE CITY COUNCIL OF THE CITY OF REDDING
THAT Budget Resolution No. 2023-060 be and is hereby amended as �ollows:
FUND DIVISION DESCRIl'TION 1NCREASE DECREASE
311 3101 Information Technologies $291,160
THAT account titles and numbers requiring adjustments by this Resolution are as follows:
USE SOURCE
OF FUNDS OF FUNDS
Decrease(Increase)Fund Balance
311-0000-2910000-00000 Fund Balance $ 291,160
Increase Expenditures
311-3101-7500002-00000 VoIP Phone System $ 291,160
Total $ - $ 291,160
THAT the purpose is to appropriate $291,160 for the implementation and purchase of a new
voice over internet protocol (VoIP)phone system for fiscal year 2023-24.
I HEREBY CERTIFY that the foregoing resolution was introduced at a regular meeting of the
City Council of the City of Redding on the 18th day of J�uly, 2023, and was duly adopted at said
meeting by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
MICHAEL DACQUISTO,Mayor
ATTEST: FORIYI APPROVAL:
SHARLENE TIPTON, City Clerk BARRY E. DeWALT, City Attorney
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The Vertical team, including a dedicated The Vertical team evaluates your
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use Vertical's proven "Steps to Success" ready for the new solution
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The Vertical team delivers the solution, � The Vertical team follows up on any items
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Outlined in the following pages, hereafter referred to as the Statement of Work(SOW), is a clear description of the
services that Vertical will provide to City of Redding according to the implementation guidelines set forth in this SOW.
Within this SOW, clear guidelines are also defined as to what City of Redding's roles and responsibilities are to ensure a
successful implementation. Vertical will work closely with City of Redding to resolve any implementation issues and to
accommodate any changes that need to be made to this SOW.
�ene�}�I Implement�tion G�aidelines
To ensure a successful implementation per the Schedule of Equipment and Services attached below,Vertical has defined
the following general guidelines.
Roles, Responsibilities and Requirements
Over the years,Vertieal has a proven history of implementing communications solutions of all sizes and levels of
complexity and has carefully honed its services offerings to ensure our deployments are painless and straight
forward. A successful implementation depends on how intimately everyone understands the business'goals,
processes and environment.This is especially crucial when executed across multiple sites and networks.
Vertical recognizes that all our customers have their own unique set of practices and technology.The Vertical
implementation team will seek to uncover these intricacies and align our solution with them so yau can realize
the full potential of your investment. Our approach to service delivery works because everyone is functioning as
one team.
To strengthen this,we strive to ensure that the same Vertical-caliber of standards, quality and processes are
upheld by alt team members. Upon project commencement, a Vertical Project Manager will present yau with
Roles, Responsibility and Requirement agreements to ensure we install your solution properly and efficiently.
PPO,feCt SChG'CIUI@
Once City of Redding has signed this SOW,Vertical will proceed with scheduling Vertical resources to begin the
single-phase implementation (unless otherwise specified as multi-phase). Prior to the start of the
implementation,Vertical will meet with representatives from City of Redding to develop an Implementation
Plan with key rnilestones for the implementation.
Product Configuration
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Vertical will provide Certified Engineers to perform all work under this SOW to comply with manufacturers
recommended implementation procedures and wiil, prior to cut-over, perform standard test procedures to
ensure equipment operates according to manufacturers published specifications.
Completion of Services
Cut-over will occur once Vertical has completed the implementation per the Implementation Plan.
Vertical is not responsible for the removal,disposal and cleanup of all existing cable,telephony and associated
equipment. City of Redding Corp can request that Vertical provide this service prior to cut-over at an additional
cost to City of Redding.
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Services ar�d De(iverabl�s - Vertical Cornm�r�ica�i�ns, Ir�c,
Outlined below is a complete description of all services that will be provided by Vertical. Ali services are based on the
Schedule of Equipment and Services attached below in this SOW.
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Date: 6j26/2023
Prepared For: Amber Edenburn
Company Name: City of Redding
Phone: 530-225-4135
E-mail: aedenburn@ci.redding.ca.us
Quote ID:
Requested Ship:Ho/d
NOTES:
8x8 Solution Deployment.
Sales Rep: Solution Engineer:
Kevin R McCloud Eric Caughenbaugh
602-638-5602 (b14}408-1381
kmccloud@vertical.com ecaughenbaugh@vertical.com
By signing below,City of Redding agrees to the 6t?s°�s��t�a.s E���r�and to the 8x8 Master Service Agreement(1.
��_.,�et' ��fe�,��r��c�P.��+� v�r�e���-���-���rv�s 2. �€���zs;�.�r�.���.ccs�Qa ����i�����ard���-��rr�asA�as�-�r��-s��ic�-t�rr��)and
agrees that your sales agent will be acting on your behalf on all aspects of moving your services to Vertical
Communications and account maintenance. Further, City of Redding certifies they have read the Customer Critical
Notification Concerning Emergency Services(E911)at the bottom of this document.
Signature
Name
Title
Company Name City of Redding
Date 6/26/2023
ServiceAddress 777 Cypress Avenue
City,State,Zipcode Redding,CA 960Q1
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Citv of Reddin� -Bill of Materials /Itemized Equipment List with Pricing
MONTHLY RECURRING COSTS
City of Reddin�CA Citv of Redding CA
uanti Description Part# Price(Unitj Price(Extended)
8X8 UCaaS SOLUTION USER UCENSES-RECURRIN6 CHARGES
689 X1 User(Desk/Soft/Mobile Phone)includes DID VOSVCO216-01E $9.90 $6,821.10
49 X2 User(Desk/Soft/Mobile Phone+E-Fax) includes DID VOSVCO216-02E $18.90 $926.10
4 X4 User(All Features in X1&X2+Reporting)includes DID VOSVCO216-Q4E $39.90 $159.60
17 X7 User(Contact Center,Multi-Channel)includes DID VOSVCO216-07E $125.00 $2,125.00
42 Call Recording Storage Expansion(X1-X4)to 130 days VOSVCO225-OZ $1.50 $63.Q0
2$0 Additionai DIDs VOSVCO2a9-Q1B $0.90 $252.�
1 DomesticToll-Free VOSVCO210-01 $5.Q0 $5.00
8ac8 UCaaS User Licenses Monthly SubTotal $1Q,351.80
plus applicable taxes/fees
ONE-TIME COSI'S
VERTICAL PRO SERVICES-IMPlEMENTATION-INSTALlATION
Description:Includes PMP-certified Project Manager with Turn-key Remote Design,Programming,Porting and Training
748 Implementation-All X-Series Licenses VBUCINS $44.90 $33,585.20
1 Toll-Free Porting IMPL TF $25.00 $25.Q0
1 On-Site Visit Charge(incl:Travei,3-Day Site Visit) V8TRINS $3,920.00 $3,920.00
Verticai Pro Services SubTotal $37,530.20
not taxable
PRICING STATEMENT:The total pricing shown represents the whole of the proposed scope of work and is quoted as"not to
exceed". The price(s)submitted include all time,materials,and any other projected costs necessary to fully complete the entire
proposal.Ali ancillary costs,overhead,and profit are inciuded in the Pricing and are incorporated into the cost proposal as"fixed"
costs.No additional costs are anticipated unless a mutually-agreed-upon change in the project is signed.
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UCaaS/CCaaS SYSTEM HARDWARE
700 Poly Edge E4�IP Phone 2200-87835-025 $215.00 $150,5�.00
70 Poly Edge E Expansion Module(Sidecar} 22�-87020-025 $309.� $21,630.00
22 PolyTrioC60ConferencePhone 22�-86240-025 $995.OQ $21,89Q.00
20 1-Port ATA(Obihai OBi300) 2200-49534-001 $75.00 $1,5�.�
Hardware SubTotal $195,520.00
plus applicable tax/shipping
ANALOG RECORDING SYSTEM
1 Hansen Analog Cali Recording System,16-ports or Less HANSEN-16 $9,855.00 $9,855.00
4 Software Rssurance,4Additional Years SWAS-16-1YR $1,490.00 $5,960.00
1 Pro Services Instailation(plus applicable travel) PS-INST $2,970.� $2,970.00
Hardware SubTotal $18,785.t�
plus applicable tax/shipping/travel
CRASH PHQNE SYSTEM
1 IP6K Communication/Notification Senrer with UPS VC-VE6030-1 $14,580.00 $14,580.00
3 VE8004BR-CB Quad IP Audio Port Rack-Mount-CB VGVAL-MISC $945.00 $2,835.�
3 VL-CONF-44 Port Conference Bridge VGVAL-MISC $1,195.� $3,585.00
4 VE8011AR-CB Single IP FXS Port,Rack-Mount-CB VC-VAL-MISC $855.00 $3,420.00
3 Networked input and Relay Module(Rack Mount) VC-VE8048AR $570.� $1,710.�
2 VE8021AR-CB Single IP FXO Port,Rack-Mount-CB VC-VAL-MISC $765.� $1,530.00
2 VE8001AR-CB Single IP Audio Port,Rack-Mount-CB VC-VAL-MISC $765.00 $1,530.�
2 Auxiliary Relay Unit VC-V-9955 $135.Q0 $270.00
4 Digital PowerSupply VC-VP-324D $49.00 $196.00
2 RG-10A Ring Booster VGVAL-MISC $540.00 $1,080.00
16 Valcom Technicai Support Services(Remote) VETSS $300.Q0 $4,800.00
1 Vertical Pro Services installation(plus applicable travel) PS-INST $3,785.00 $3,785.�
Hardware SubTotai $39,32L00
plus applicable tax/shipping/travel
A�REEMENT NOTES:
-License and Hardware item pricing wif/be guaranteed for the Term of the agreement.
-Hardware can be returned within 60 days of project cutover, within the following parameters:
-Unopened items can be returned in any quantity with no fees
-Opened items can be returned up to 50%of total units delivered but wiN be charged a restocking fee of 35%of
the purchase price each
-Monthly Recurring Items will start billing upon usage. A prorated invoice will be sent with pricing beginning upon usage.
-Verticat Pro Services will be billed upon completion of project.
-Hardware requires 5090 up front payment with remaining balance due upon delivery.
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CRITICAL CUSTOMER NOTIFICATION("CCN")
As a user of Vo1P Based Services,you may,on occasion,have reason to dial Emergency Services or`911'.Please be
advised.
EMERGENCY SERVICES OR `911' MAY NOT BE ACCESSIBLE FROM YOUR VOIP SERVICE UNDER CERTAIN CIRCUMSTANCES,
INCLUDING BUT NOT LIMITED T0:
• A POWER FAILURE OR SOME OTHER TYPE OF FAILURE OF THE VOIP DEVICE OR ASSOCIATED EQUPIMENT.
• A FAILURE OR CONGESTION OF THE DATA CONNECTION (SUCH AS DSL CONNECTIONS)OR ASSOCIATED
EQUIPMENT PROVIDED BY YOUR DATA SERVICE PROVIDER.
• A FAILURE OR CONGESTION OF THE VOIP NETWORK PROVIDING YOUR VOIP SERVICE,THE PUBLIC SWITHCED
TELEPHONE NETWORK(PSTN),THE 911 SERVICE PROVIDER'S NETWORK OR THE EMERGENCY SERVECES
NETWORK.
• THE USE OF THE SERVICE OUT5IDE THE CONTINENTAL USA
• SHOULO YOU HAVE MOVED THE VOIP DEVICE, DELAYED IN PROVIDING OR FAII.ED TO PROVIDE ACCURATE
LOCATION INFORMATION TO YOUR SERVICE PROVIDER,OR THE INFORMATION YOU HAVE PROVIDED HAS NOT
BEEN UPDATED BY YOUR SERVICE PROVIDER,OR IS INACCURATE.
• THE SERVICE HAS BEEN DISCONNECTED OR SUSPEfVDED FOR NON-PAYMENT OR FOR ANY OTHER REASON.
FURTHER, IN SOME INSTANCES YOUR 911 SERVICE MAY BE LIMITED TO TRADITIONAL 911 SERVICE RATHER THAN
ENHANCED 911 (OR `E-911'}. WITH E-911 YOUR ADDRESS AND CALLBACK INFORMATION IS AUTOMATICALLY PROVIDED
TO THE EMERGENCY SERVICES SYSTEMS. IF E-911 SERVICE IS NOT AVAILABLE IN YOUR AREA OR AT THE TIME OF YOUR
911 CALL,THEN,THE SYSTEM MAY DEFAULT TO TRADITIONAI 911 SERVICE AND YOU MAY BE REQUIRED TO VERBALLY
INFORM THE 911 CALI TAKER OR EMERGENCY RESPONDER C?F YOUR ADDRESS AND PHONE NUMBER.
CALLBACK FROM THE EMERGENCY SERVICES MAY ALSO FAIL UNDER CERTAIN CIRCUMSTANCES INCLUDING, BUT NOT
LIMITED TO:
• THE USE OF CA�L FORWARDIfVG, CALL REDIRECTION OR BLOCKING SERVICES
• SHOULD THE EMERGENCY CALLBACK NUMBER BE CONFIGURED TO RING A PHONE AT A DIFFERENT LOCATION
THAN YOUR VOIP DEVICE.
WE HAVE PROVIDED YOU WITH A WARNING LABEL(BELOW). PLEASE PROMINENTLY DISPLAY THIS LABEL ON YOUR VOIP
DEVICE,ANY PHONE THAT MAY BE CONENCTED(EITHER DIRECTY OR INDRIECTLY)TO THE VOIP DEVICE,AND AT OTHER
PROMINENT LOCATIOfVS AT ALL CORPORATE LOCATIONS UTILIZING THIS VOIP SERViCE. BY SIGNING THIS AGREEMENT
YOU ACKNOWLEDGE THAT YOU ACCEPT FULL RESPONSIBILITY FOR THE DISTRIBUTION OF COPIES OF THE WARNIN6
LABELS TO THE APPROPRIATE DEVICES.
FURTHER,AT ALI.CORPORATE LOCATIONS UTILIZIN6 THIS VOIP SERVICE,YOU ARE HEREBY ADVISED TO TAKE ALL
MEANS POSSIBLE TO EIVSURE THAT EMPLOYEES, GUESTS,AND ANY OTHER PERSONNEL THAT MAY UTILIZE THE VOIP
DEVICE/SERVlCES ARE AWARE OF THE LIMITATIONS OF THE EMERGENCY SERVICES IN ACCORDANCE WITH THIS
CUSTOMER NOTIFICATION,AND ARE MADE AWARE OF THE ALTERNATIVE METHODS OF ACCES5ING 911 SERVICES IN
THE EVENT OF A FAILURE OF THE VOIP SERVICE.
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Please print this 911 Warning label for use on any publicly accessible phones—
4�tAR��I��G:911 ser�ice may 1�:Rirn€ted on y��r Uc�P�en=i��.
t��Ce 5�r�ice,i�scellt�r�91 f,�����(unct�n€��r�n�g+o�r�t�t a�i;
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911 AND EMER6ENCY SERVICES MOTICE
BY SIGNING BELOW,CUSTOMER ACKNOWLEDGES AND INDICATES THAT IT HAS REVIEWED THE NOTICE RELATED TO 911
AND EMERGENCY SERVICES AT hti�s://wuvvv8x�.com/terms-and-conditions/911-notice
Vertical Communications,Inc. City of Redding
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We propose hereby to furnish labor-complete in accordance with above specifications—based on the investment
option selected.
All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard
practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written
orders,and will become an extra charge over and above the estimate. All agreements are contingent upon strikes,
accidents,or delays beyond our control. Owner must carry fire,tornado and other necessary insurance. Our workers
are fulty covered by Workman's Compensation Insurance.
We will have a security interest in all of the Products and related items(which shall remain personal property and not
become fixtures)sold and installed to secure the payments by Customer to us of the Purchase Price and any extra
charges due us.
Acceptance of Proposal. The above prices, specifications and conditions are satisfactory and are hereby accepted. You
are authorized to do the work as specified. Payment will be made as outlined above.
CUSTOMER will be provided a manufacturer's warranty which e�ctends for the life of the initial Cloud services term
contract. This warranty is not extended upon extension of the contract unless explicitly authorized in writing by Vertical
Communications or via Support Plan agreement. Reseller and Customers of Reseller shall be required to obtain
authorization from Vertical Communications to return any Equipment. Vertical Communications will provide replacement
Equipment only if the Equipment is deemed to be defective and covered under the warranty.Vertical Communications will
not cover replacement for lost, stolen or modified Equipment. Equipment returned by Reseller and Customers of Reseller
that is not covered under warranty may be refused by Vertical Communications, and Reseller and Customers of Reseller
will be responsible to pay return shipping charges.
Vertical Communications,Inc. City af Redding
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K�y �ec���irements — Ci�ty a� Re�di��
Vertical has defined below key requirements for City of Redding to ensure successful implementation per the Schedule
of Equipment and Services. They are as foilows:
Access to City of Redding Site
City of Redding will provide full access to all of City of Redding's premises as needed by Vertical to perform its
responsibilities under this SOW. Any refusal of access shall relieve Vertical of its obligations as outlined in this SOW
and the implementation schedule shall be revised to reflect the delay. City of Redding will also provide a suitable
work area for Vertical personnel.
Implementation Contact
City of Redding will assign an implementation contact within City of Redding for Vertical to contact during the entire
implementation phase. Along with the implementation contact, City of Redding will also provide Vertical with
access any Information Technology(IT) professionals within City of Redding who are able to make decisions
regarding key LAN/WAN/Telephony issues.
Building Requirements
In order to ensure the building is suitable for the implementation set forth in this SOW,Vertical requires the
following building conditions to be met by City of Redding. If these conditions are not met,Vertical is not
responsible for any delays in the implementation schedule and is also not responsible for any additional costs
incurred to ensure the building is suitable for installation.
Cab/e lnsta!lation Requirements
City of Redding will ensure all cabling infrastructure(including but not limited to conduits,floor ducts,overhead
troughs,floor access, drilling holes, monuments, moving equipment and furniture, etc) is suitable for the installation
of cable necessary for the implementation outlined in this SOW. City of Redding is responsible for any additional
costs that rnay be incurred for the supply and installation of any infrastructure that is required for the cable
installation. It is assumed that any existing cable ducts,troughs and/or conduits have sufficient space remaining to
install new cabling as required for this implementation.
ASb@StOS la@l1?OVc�I
City of Redding must identify asbestos contaminated areas prior to implementation. Vertical will cease any further
work in any areas that Vertical discovers any unknown asbestos while wrorking on the premises. Vertical will not
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continue the work until the asbestos is removed and the area is considered environmentally safe to work. Vertical
will not be responsible for any impact to the implementation schedule as a result. Changes to the schedule will be
made by Vertical and communicated to City of Redding.
Power and Environmenfal Specifications
Vertical will provide City of Redding with the necessary power and environmental specifications published by the
equipment manufacturer. It is assumed by Vertica�that City of Redding has adhered to these specifications as well
as any local electrical code requirements. City of Redding will provide power to purchased equipment through an
adequate number of circuits provisioned according to the equipment manufacturer's specifications. If City of
Redding has not met the above, City of Redding will assume responsibility for the cost to supply and install any
infrastructure required to accommodate the published specifications.Vertical recommends the installation of a UPS
providing 60 minutes of standby power. Installation of power conditianing/surge suppression devices for all
equipment is highly recommended.
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If available,City of Redding will provide Vertical with signed,complete and accurate current floor plans that identify
the placement of all desktop devices,voice mailbox users and PCs. If City of Redding requests generation of
required floar plans by Vertical,Vertical will provide City of Redding with additional quote for these services.
Cab/e Plant and Cross Connect Records
City of Redding's existing cable plant should conform to the EIA-T5686 or UL/CSA standards and follow accepted
wiring practices. Failure of the cable plant to meet the minimum acceptable requirements may result in a delayed
cutover and/or additional expense. City of Redding will pravide Vertical with a complete set of up-to-date cable
records. Should these cable records be inaccurate or unavailable,Vertical may require the purchase of cable "Tone
&Testing." Current cable plant and cross connect records will be generated from the tone and testing procedure.
Network Services Verification & Liaison
All network service relating requirements will be assumed by City of Redding to include the ordering and delivery
acceptance of any required network services(unless otherwise requested by City of Redding.) A deliuery date for
any new network services to be performed will be documented in the Project Plan once agreed to by all parties
(Network Provider, City of Redding and Vertical).
Vertical requires up to date Network Service Provider records to include information regarding existing network
services and City of Redding site and any planned services with expected delivery dates. If these records are not
accurate and Vertical needs to then verify and document existing network services,Vertical will provide an
additional quote to City of Redding for these additional charges prior to proceeding with the implementation.
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Receipt Of Equipment
Vertical will caordinate equipment delivery with City of Redding based on a mutually agreed delivery schedule for all
equipment, noting that equipment may be scheduled to arrive on various dates.Once the equipment has arrived at
City of Redding site, Vertical and City of Redding will do an inspection and inventory of all delivered equipment. Any
issues will be documented by Vertical. To confirm receipt of all equipment,Vertical will provide at time af delivery a
Notice of Equipment Delivery(NED)form which will be signed by the designated contacts for City of Redding and
Vertical provided there are no issues with the delivery.
Any special access requirements needed to accommodate the delivery are to be made by City of Redding. Any costs
incurred for required building alterations relating to the equipment installation outlined in this SOW are the
responsibility of City of Redding.
Once the equipment arrives on City of Redding site,City of Redding is responsible for all the equipment and for
providing secure storage for the equipment.
TYal/'Ili7g
Training of endpoints will be provided by Vertical as outlined in the Implementation Plan. Vertical and City of
Redding will agree on scheduling of these training courses. City of Redding is respansible for communicating the
scheduled times to their employees. In order to provide adequate training,City of Redding is to make availabte on-
site training facilities which should have the proper cable installation for the endpoints needed for training. Vertical
will record attendance for each training class and provide that information to City of Redding upon completion of
training.
City of Redding Supplied Equipment
All City of Redding provided servers and client PC's must meet the hardware and software specifications required for
all application software purchased. Vertical will provide City of Redding with these specifications prior to
installation. If the equipment does not meet specifications,Vertical will provide City of Redding with the additional
charges required to meet specifications. If City of Redding intends to utilize any existing OEM equipment with the
proposed equipment outlined in this SOW, City of Redding will provide to Vertical any required information
regarding the integration between existing and proposed equipment. Vertical is not responsible for any
coordination needed with existing equipment vendors.
Remote S,ystem Access and Alarm Reporting
Vertical recommends Remote System Monitoring for better efficiency in performing any diagnostics or database
changes. If City of Redding would like to take advantage of Remote System Monitoring, City of Redding must
provide remote system monitoring access to Vertical. This service is an additional charge to City of Redding.
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City of Redding shall communicate to Vertical any changes or modifications requested to this Statement of Work. If
Vertical accepts and agrees to the changes,Vertical will rnodify this SOW or issue a Change Order form with the
accepted changes. Vertical will also make modifications to the Schedule of Equipment and Services including pricing to
reflect the changes requested for this SOW as well as the Project plan to reflect any changes in the dates and
milestones.Vertical will work closely with City of Redding to review the changes to ensur2 minimal impact to projected
milestones and cut-over date.
Vertical is not responsible for any delays in the implementation due to changes made by City of Redding to this
Statement of Work.
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By City of Redding signing the below, City of Redding confirms their acceptance of the Terms and Conditions set forth in
this Statement of Work and gives Vertical the ability to proceed with the work described in this SOW. In addition, by
signing this SOW City of Redding acknowledges that they will undertake site preparations and meet network
specifications as detailed in the Key Requirements section of this SOW.
Vertical Communications, Inc. City of Redding
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Upon acceptance of this SOW,Vertical will initiate the following next steps:
• Contact City of Redding to schedule implementation dates and introduce Vertical's Project Manager(if
appticable).
• Assign trained and certified technical resources following confirmation of scheduled implementation dates.
These resources will ensure successful implementation of the product(s)and solutions as detailed in this SOW.
• Schedule an initial Kick-off Meeting with City of Redding. During this meeting,Vertical will introduce the
implementation team,work with City of Redding to develop a detailed implementation schedule,set project
milestones and discuss all aspects of this implementation. The Kick-off will provide an opportunity for Vertical
and City of Redding to address any outstanding questions or areas of concern.
• Begin implementation according to this statement of work and the agreed implementation schedule.
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parfn�r. VV� are carnrr�iti:ed �o d�fiv��in�a �€or�id-class solufiion �nd impler�entaf:iQn that arvil) be�te�it Cify Qf
Reddi��ev�ry da�r. �1e've b��n doirlg this ior�ecad�s and o�r�ear� has servecl over 1a,00(7 customers. �e
k�c��r tF��� experi�nce �i!! be appare�lt ir� every s��p c�f�his p�e�c�ss.
�°iore �V1an building solutions, h�re at Veriical, �vve pride oursefv�s on buildir�g lona-las�ing relatic�r�ships �i�h
aur custom�rs. i�le �re eornr�nit�ed to ear�ing your�rust one da� a� a tirs�e, ii�st by delivering the solu�ion
outfined in this proposa{ �r�d then by delivering�rea-�service every day a�erv�ard. P6ease refy on us v�.rhenever
you have ar� issue �ri�h your voice,�ideo, cha�, con�ac�cen�er, daia, n��vvorEt, or o�hee�cammunicatians
so6uiions.
Here's my pe�sona( camr�itr�ent�o yau. 1�you ever feel tha�we ar��'� delivering��re bes� possible experience,
piease reach ou�to rrre direetly and �e u�✓ill r�ake sur� it is�ixed. V°Ve harre a de�r escalatso� prc�cess ic�r iss��s
�hat you ca�t find af h�t�:llinfo.verticaLcom/servic�escalatinn, bu� r�y cefl ntarn��r is list�d be{a�v. Ef you reeE �re
a�en't�iving t;�ou warid-class service, c�ll me. �/e �va���o t�al<e s�re �ve ar� deli�eri�g�che b�st possibl�
cus�omer experience.
Thanks�or chctosi�rg lJer�ical and tnre Bo�k�or�ard to �e�rs bei�g yaur go-to ear���nieatierns �ar�ner.
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6/26I23,1:11 PM Vertical 8x8 Terms
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These Terms of Service were last update on:06/15/2020
To be notified of future changes to these Terms of Service click here,http://info.vertical.com/Sx8-terms-notifY
Terms:
These te�ms and conditions,along with the Verticai Service Quote(including the Critical Customer Notification concerning Emergency Serices),
you executed with Vertical constitutes the Agreement("Agreement")between Vertical Communications,Inc.("Vertical","we",or"us")and the user
("you,""user"or"Customer")of Vertical's business communications services and any related products or services("Service").This Agreement
governs both the Service and any equipment,such as a Muitimedia Terminal Adapter,Analog Telephone Adapter or any other IP connection
Equipment,used in conjunction with the Service and it applies to all lines on each Verticai account. Vertical may,at its discretion and without
notice,modify,change,add to or omit any terms and conditions in this Agreement without advance notice to you. Your use of this Service after
one(1)full billing cycie constitutes your agreement to such cha�ges. Upon request,Vertical will mail to you a paper copy of this Agreemeni. This
Agreement shall be effective the later of(i}the date it is signed by Vertical or(ii)you first begin to use the Service(the"Effective Date").
BY ACTIVATING OR USWG THE SERI/ICE,YOU REPRESENT THAT YOU ARE OF LEGt�L AGE TO ENTER
IPVTO THIS AC�REEMENT,4P1D THAT YOU NAVE READ AND UNDERSTAND FU�LY ITS TERMS APID
CONDITIONS. YOU WVAIVE ANY RIGHT TO TRIAL BY JURY TO RESOLVE ANY DISPUTES THAT fNAY ARISE UNDER OR IN CONPIECTIDM
WITH THIS AGREEMENT.
1.EMERGENCY SERVICES-911 DIALING
YOU SHOU�D BE AWARE THAT THERE ARE SOME CIRCUMSTANCES UNDER WHICH YOUR E911 SERVICE MAY NOT BE AVAILAB�E
OR MAY BE LIMITED IPI SOME ViiAY. EXAMPLES OF THE LIMITATIOPIS OF YOUR E911 SERVICE WHEtd COMPARED TO ATRADITIONAL
TELEPHONE SEF2VICE ARE LISTED IPl THIS SECTION. YOU ARE STRONGLY ADVISED Td FAMI�IARIZE YOURSELF WITH TH�S
SECTION AND DISCUSS IT WITH YOUR VERTICAL REPRESENTATIVE IF THERE IS ANYTHIIdG YOU FIND CONFUSING OR YOU DO NOT
URIDERSTRND.IN ADDITION TO THESE TERMS,THE CUSTOIUiER ACKNOWLEDGES AND INDICATES REVIEW OF THE FOLLOWIRIG
STATEMENT ON 911 EMERGENCY SERVICES:
h�8eas://�ve�a.6x�.c�rra/terrr��-ae��-�ondition�/9�i 1-�o�ics.
1.1 911 Dialing.All our customers have access to either basic 911 or Enhanced 911 (E911)service depending on the local emergency center for
the area.With E911 service,when you dial 911,your telephone number and registered address are simultaneousiy sent to the focal emergency
center assigned to your location,and emergency operators have access to the information they need to send help and call you back if necessary.
Customers have basic 911 in locations where the emergency center is not equipped to receive your telephone number and address. With basic
911,the local emergency operator(s)answering the call will not have your cali back number or your exact location,so you must be prepared to
give them this information.Untii you give the operator(s)your phone number,he/she may not be abie to cali you back or dispatch help if the call is
not compieted or is not forwarded,is dropped or disconnected,or if you are unabie to speak.
You authorize us to disclose your name and address to third-parties involved with providing 911 Dialing to you,including,without limitation,cali
routers,caii centers and locai emergency centers.
Users dialing 911 using Microsoft Teams ciients or phones as the endpoints for 8x8 service must be aware that 8x8 and Vertical do not control
Teams 911 records.This information is controlled in the Teams interface.Ve�tical and 8x8 cannot be responsible for updating this information or
for 911 cails placed through Teams endpoints.Please refer to Microsoft documentation on setting this location information.
1.2 Notify Aii Users.You should inform any CUSTOMERS,EPAPLOYEES,guests OR other third persons who may be presen4 at the
physical location where you utilize the Service of the important difference in,and limitations of,Bx8 911 Dialing as compared with
TRADITIONAL basic 911 or E911.
1.3 Location of Service.This Service is provided at specific permanent addresses per site or user,unless configured with Nomadic 911 service.
Nomadic 911 service behaves in the way described by 8x8 in this document,https://wwn,u.8x8.comJterms-and-conditions/911-notice.Before you
move to another location,you must notify Vertical to determine if service can be provided at your new permanent address.The customer may
make changes to 911 address information using the 8x8 administration portal.in this case,Vertical will bear no responsibility for 911 service to
change users or sites.For best service,users using the mobile UC client will automatically make emergency calis using their device's telephone
service and not the mobile client phone service.
If you attempt to use the Service without notifying Vertical and receiving our confirmation,emergency personnel may not be able to
locate you to adequately respond to an emergency. Even with E911,emerge�cy personnel may be dispatched at the address iisted with
us and not the address where you use the service if you faii to foliowr the requirements of this paragraph.
1.4 Confirmation of Activation Required.Your 911 Dialing feature wiil not be activated for any phone line that you are using with the Service,
UNLESS AND UNTIL YOU RECEIVE AN EMAI�FROM VERTICAL CONFIRMING THE 911 DIALING FEATURE HAS BEEN ACTIVATED FOR
THAT PHONE LINE.
1.5 Service Outages.
(a)Service Outages Due to Power Failure or Disruption.Dependent upon your location,network backup power systems may be in place
during the event of a power failure.The equipment provided may also provide limited battery backup.Consult with Vertical io determine whether
or not your equipment has battery backup,
i.Equipment with battery backup.Battery backup on qua�ifying equipment is limited.Excessive use during a power outage will resuit in
shortened life of the internal battery.The equipment may provide indication of low battery voltage.Cusiomer should contact Vertical for
https://info.verticai.com/vertical-8x8-terms 1/9
6/26/23,1:11 PM Verticai Sx8 Terms
instruciions or replacement.Failure of network power backup systems or the internal backup system during a power failure or disruption will
prevent all Service,including 911 dialing,from functioning.
ii.Equipment without battery backup.Equipment that does not have a battery backup cannot support 911 dialing in event of a power failure or
disruption.If there is an interruption in the power supply,the Service,including 911 Dialing will not function until power is restored. Following a
power failure or disruption,you may need to reset or reconfigure the equipment prior to utilizing the Service,including 911 Oialing,
(b)Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or ISP Service. Service Outages due
to Internet Outage or Suspension or Oisconnect of Broadband Service or ISP wiii prevent all Service,including 911 dialing,from functioning. You
understand you must obtain your own internet connection,or obtain service from us(where available)to use the Service. We may not control
your Internet access or the quality of your Internet connection even if the service is purchased from us depending on the type of connection
purchased. We are not responsible for problems caused by your Internet connection or for any third-party products or service,nor will we contact
any third-party providers on your behalf unless you have a Vertical service contract or authorize Verticai to due billable work to fix the problem.
(c)Service Outage Due to Disconnection of Your Werticai Account.Service outages due to disconnection of your account will prevent all
Service,including 911 Dialing,from functioning.
(d)Service Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts.Your ISP or broadband provider or other third party
may intentionaily or inadvertently block the ports over which the Service is provided or otherwise impede the usage of the 5ervice.In that event,
provided that you alert us to this situation,we will attempt to work with you to resolve the issue.During the period that the ports are being biocked
or your Service is impeded,and uniess and until the blocking or impediment is removed or the biocking or impediment is othervvise resoived,your
Service,including the 911 Dialing feature,may not function.You acknowledge that Verticai is not responsible for the blocking of ports by your ISP
or broadband provider or any other impediment to your usage of the Service,and any loss of Service,including 911 Dialing,which may resuit.In
the event you Iose Service as a result of blocking of ports or any other impediment to your usage of the Service,you will continue to be
responsible for payment of the Service charges uniess and until you disconnect the Service in accordance with this Agreement.
(e)Other Service Outages.If there is a Service outage for any reason,such outage wili prevent all Service,including 911 Dialing,from
functioning.SUCH OUTAGES MAY OCCUR FOR A VARIETY OF REASONS, INCLUDING,BUT NOT LIMITED TO,THOSE REASONS
DESCRIBED ELSEWHERE IN THIS AGREEMENT.
1.6 Pletwork Congestion; Reduced Speed for Routing or Answering 991 Dialing Calls.There may be a greater possibility of network
congestion and/or reduced speed in the routing of a 911 Dialing call made utilizing the Service as compared to traditional 911 dialing over
traditional public telephone networks.
1.7 Disclaimer of Liability and Indemnification.We do not have any control over whether,or the manner in which,calls using your 911 Dialing
service are answered or addressed by any emergency response center. We disclaim all responsibility for the conduct of local emergency
response centers and the national emergency calling center.We rely on third parties to assist us in routing 911 Dialing calls to Iocal emergency
response centers and to a national emergency calling center.We disclaim any and all liability or responsibility in the event such third party data
used to route calls is incorrect or yields an erroneous result.NEITHER VERTICAL NOR ITS OFFICERS,DIRECTORS,EMPLOYEES,
AFFILIATES,OR AGENTS MAY BE HELD LIABLE FOR ANY CLAIM,DAMAGE,OR LOSS,AR1D YOU HEREBY WAIVE AP1Y AiVD A�l SUCH
CLAIMS OR CAUSES OF ACTION,ARISIPIG FROM OR REI.ATING TO OUR 911 DIALIRIG SERVICE. You shall defend,indemnify,and hold
harmless Vertical,its officers,directors,employees,affiliates and agents and any other service provider who furnishes services to you in
connection with the Service,from any and all claims,losses,damages,fines,penalties,costs and expenses(including,without limitation,
attorneys fees)by,or on behalf of,you or any third party relating to the absence,failure or outage of the Service,including 911 Dialing,incorrectly
routed 911 Dialing calls,and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel.
1.8 Alternate 911 Arrangements.If you are not comfortable with the limitations of the 911 Dialing service,you should consider having an
alternate means of accessing traditional 911 or E911 services or disconnecting the Service.
1.9 Nan-exclusive,Non-transferable License; Reten4ion of Rights.The right to use any of the Service granted to the Customer is
nonexclusive and nontransferable,and Customer shall prohibit use of the Service by any third party other than Customer for such Customer's
internal business purposes.It is expressly understood that title to the Service,any trade names,trade dress,trademarks,service marks,
commercial symbols,copyrightable material,designs,logos and/or any other intellectual property belong to Vertical or its underlying providers and
does not pass to the Customer.
Restrictions:Customer shall not:
(a)copy or adapt the Service for any purpose,except as specifically permitted under this Agreement;
(b)use the Service except in accordance with all applicable laws and regulations,and except as set forth in any documentation or instructions
provided by Vertical;
(c)reverse engineer,translate,decompile,or disassemble the Service;
(d)use the Service in any outsourcing,application service provider,time-sharing or service bureau arrangement,including,without limitation,any
use to provide Service or process data for the benefit of,or on behalf of,any third party other than the Customer;
(e)cause or permit the disabling or circumvention of any security rnechanism contained in or associated with the Service;or
(f)delete,alter,cover,or distort any copyright or other proprietary notices or trademarics.
2.SERVICE
2.1 Terms.
(a)Service Terms:Service is ofFered on a Fixed Term agreement(the Fixed Term is a span of lime that is specified in your signed order with
Vertical)that begins on the date Vertical activates your Service,unless activation is delayed due to circumstances beyond the customer's control—
then the term starts once the impediment to activation is removed and ends on ihe day before the same date at the end of fixed term; but in all
events,billing will commence within six(6)months of execution of the Agreement.Should you postpone the date of activation more than one time,
you will be charged two-hundred fifty dollars($250)per location for each and every postponement after the first postponement. For purpose of
clarity,the preceding sentence does not obligate us to grant a postponement of the activation date. Subsequent terms of this Agreement
automatically renew for the same length of the original contract unless you give us written notice of non-renewal at least thirty(30)days before the
end of the term in which the notice is given.The Service is offered for the whole period of the Fixed Term and you will be charged a pro-rated
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canceilation fee if you cancel the service prior to the end of the agreement term.Each month's senrice is bilied in full monthly increments meaning
that if you attempt to disconnect Service prior to the end of a billing month,you will be responsible for the fuli month's charges to the end of the
then-current month,including,without limitation,unbilied charges,pius the agreement termination fee,if applicable,all of which will immediately
become due and payable.You will aiso be responsible for the next full month's charges in the event that you do not provide the requisite thirty-day
notice of disconnection prior to the expiration of the then current term.Expiration of the term,suspension or disconnection of Service wili not
excuse you from paying ail accrued and unpaid charges due under this Agreement.
2.2 Fair Use.
(a}Usage Review.Verticai reserves the right to review usage of ail its plans to ensure you are not abusing them.You agree to use Verticai
Services for normal voice or fax calis and wiil not employ methods or equipment to take advantage of the Services by using the voice or fax
services excessively or for means not intended by Verticai.Verticai may terminate Service immediately if it determines,in its sole discretion,you
are abusing its plans.We reserve the right to at any time enforce this policy. For subscribers where usage to high cost areas(for example such
as calls to rural numbers,Alaska or Hawaii)exceeds 5%of total call traffic,or more than 5%of call volume lasts less than 10 seconds,such
usage may be deemed excessive in the sole reasonable discretion of Verticai. For such usage,you agree to pay a per-minute or per page fee
surcharge in excess of established leveis at the c�rrent Vertical rate. The surcharge is currently$0.03 per minute and/or$0.03 per fax page.
This surcharge applies to all plans,inciuding the uniimited plans.Alternatively,in the sole discretion of Verticai,your Service may be immediately
terminated.
(b)Small Business Unlimited Usage Definition:Verticai's definition of"unlimited usage"is based on the combined number of inbound and
outbound voice minutes(excluding all Vertical advertising and informational messages). We reserve the right to at any time enforce this policy in
accordance with its terms.If the average voice usage exceeds 2,000 minutes per caii path,such usage shall be deemed excessive. In that event,
you agree to pay a per minute,which is currentiy$0_03 per minute. This overage fee applies to all plans including the unlimited plans.
Alternatively,in the sole discretion of Vertical,your Service may be immediately terminated.
2.3 Prohibited Uses.
(a)Unlawful.You shail use the Service and the Equipment only for lawful purposes.We reserve the right to immediately disconnect your Service
without notice,if,in our sole and absolute discretion,we determine that you have used the Service or the Equipment for an unlawful purpose.In
the event of such disconnection,you will be responsibie for the fuil charges to the end of the current term,including,without limitation,unbilled
charges,plus a termination fee,if applicable,ail of which wili become immediately due and payabie upon disconnection of your Service.If we
believe that you have used the Service or the Equipment for an unlawfui purpose,we may forward the relevant communication and other
information,including your identity,to ihe appropriate authorities for investigation and prosecution.You hereby consent to our forwarding of any
such communications and information to these authorities.In addition,Ve�ticai wili provide information in response to law enforcement requests,
lawful government requests,subpoenas,court orders,to protect its rights and property and in the case where failure to disclose the information
may lead to imminent harm to the customer or others.
(b)inappropriate Conduct.You shall nat use the Service or the Equipment in any way that is threatening,abusive,harassing,defamatory,
libelous,deceptive,fraudulent, invasive of another's privacy,or any similar behavior.We reserve the right to immediately disconnect your Service
without notice,if,in our sole and absolute discretion,we determine that you have used the Service or the Equipment in any of the aforementioned
ways.In the event of such disconnection,you will be responsible for the full charges to the end of the current term,including,without limitation,
unbiiled charges,plus a termination fee,if applicable,ali of which will become immediately due and payable upon disconnection of your Service.If
we believe that you have used the Service or the Equipment in any of the aforementioned ways,we may forward the relevant communication and
other information,inciuding your identity,to the appropriate authorities for investigation and prosecutio�.You hereby consent to our forwarding of
any such communications and information to these authorities.In addition,Verticai wiil provide information in response to law enforcement
requests,subpoenas,court orders,to protect its rights and property and in the case where failure to disciose the information may lead to imminent
harm to the customer or others.Furthermore,Vertical reserves all of its rights at law and equity to proceed against anyone who uses the Service
illegaliy or improperiy.
2.4 Copyright;Trademark;Unauthorized Usage of Equipment;Firmware or Sofiware.
(a)Copyright;Trademark.The Service and Equipment and any firmware or software used to provide the Service,or provided to you in
conjunction with providing the Service,or embedded in the Equipment,and all Service,information,documents and materials on our websites are
protected by trademark,copyright or other inteilect�al property laws and internationai treaty provisions.Ali of our websites,corporate names,
service marks,trademarics,trade names,logos and domain names(coilectively"marks")are and wiil at all times remain our exciusive property or
the property of our underlying service providers.Nothing in this Agreement grants you the right or license to use any of these marks.
(b)Unauthorized Usage of Equipment;Firmware or Software.You have not been granted any license to use the firmware or software used to
provide the Service or provided to you in conjunction with providing the Service,or embedded in the Equipment,other than a nontransferabie,
revocable license to use such firmware or software in object code form(without making any modification thereto)strictly in accordance with the
terms and conditions of this Agreemeni.You expressly agree that the Equipment is exclusively for use in connection with the Service and that we
will not provide any passwords,cades or other information or assistance that wouid enable you to use the Equipment for any other purpose.We
reserve the right to prohibit the use of any intertace equipme�t that we have not provided to you.You hereby represent and warrant that you
possess all required rights,including software and/or firmware licenses,to use any interFace equipment that we have not provided to you.In
addition,you shail indemnify and hold us harmless against any and all liability arising out of your use of such interFace Equipment with the
Service.You shail not reverse compile,disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of
the firmware or software.
2.5 Tampering with the Device or Service.You shall not change the electronic serial number or Equipment identifier of the Equipment to
perform a factory reset of the Equipment without our prior written consent.We reserve the right to disconnect your Service if we believe,in our
sole and absolute discretion,that you have tampered with the Equipment.In the event of such disconnection,you will remain responsible for the
full charges to the end of the current term,including,without limitation,unbilled charges,plus a termination fee,if applicable,all of which will
immediately become due and payabie.You shall not attempt to hack or otherwise disrupt the Service or make any use of the Service that is
inconsistent with its intended purpose.
2.6 Theft of Service.You shail not use the Service in a manner calculated to avoid Verticai policies and procedures.You shall not obiain or use
the Service in an improper manner.You shall notify us immediately,in writing or by calling our customer support line,if the Equipment is stolen or
if you become aware at any time that your Service is being stolen,fraudulently used or otherwise being used in an unauthorized manner.When
you caii or write,you must provide your account number and a detailed description of the circumstances of the Equipment theft,fraudulent use or
unauthorized use of Service.Failure to do so in a timely manner may resuit in the disconnection of your Service and additional charges to you.
Until such time as we receive notice of the theft,fraudulent use or unauthorized use,you wiil be liable for all use of the Service using Equipment
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stolen from you and any and all stolen,fraudulent or unauthorized use of the Service.Verticai reserves all of its rights at law and equity to proceed
against anyone who uses the Service illegally or improperly.
2.7 Return of Equipment.Customers may retum Equipment to us and we will also waive our termination fee,subject to the foliowing:Service is
disconnected within the first thirty(30)days following the activation of the Service;you return the Equipment to us within fourteen(14)days of the
date you disconnected Service;we receive the Equipment in its original condition;you return original proof of purchase(if applicable)wiih the
Equipment,together with the originai packaging,all parts,accessories and documentation;and you pay all costs of returning the Equipment back
to us.These terms do not apply to Equipment subject to an Equipment User Agreement(as defined in Section 3.3(d).)
Ship to:
3908 E.Broadway Rd Suite 100
Phoenix,AZ 85440
if you receive Equipment that is visibly damaged,you must contact our customer care department immediately at 877-Verticai,Option 3,or
Service@verticaLcom.
2.9 Ownership and Risk of Loss.If you purchase Equipment,you bear all risk of loss of,theft of,casualty to or damage to the Equipment,from
the time it is shipped to you until the time(if any)when it is returned to us in accordance with this Agreement.This may be modified by the terms
of a Vertical support contract if one is purchased.
2.10 Na 0+or Operator Assisted Cailing;May Not Support x11 Cailing.The Service does not support 0+or operator assisted caliing
(inciuding,without limitation,collect calls,third party billing calis,cailing cards or 900 calls).The Service may not support 311,511 and/or other
x11 (other than certain specified dialing such as 911 and 411,which are provided for elsewhere in this Agreement)Service in one or more(or ail)
service areas.
2.11 incompatibility with Security Systems.
The Service may not be compatible with security systems.You may be required to maintain a telephone connection through your locai exchange
carrier in order to use any alarm monitoring functions for any security system installed in your business.You are responsibie for contacting the
alarm monitoring company to test the compatibiliiy of any alarm monitoring or security system with the Service.
2.12 Fax Or Credit Card Machines.Vertical cannot guarantee that Fax machines or credit card machines connected through an analog
telephone adapter(ATA)or similar equipment will operate properly or consistentiy.Voice Over IP technology is not fully consistent with the method
of operation of these devices.Verticai offers a fax service as an optional service for customers needing guarantees of fax delivery.The Customer
acknowiedges that these devices wili work in a best-effort mode and Verticai is not liable for providing service to such systems.
2.12 Scope of Service.
a)The Service and the Eq�ipment are solely and exclusively for the use of the Customer and shall not be used for any iliegal purpose or in any
manner inconsistent with the provisions of this Agreement.Customer acknowledges the Service and the Equipment were developed,compiled,
prepared,revised,selected and arranged by Vertical and others(including certain information sources)through the application of inethods and
standards ofjudgment developed and applied through the expenditure of substantial,time,effort and money and constitute valuable industrial and
intellectual property and trade secrets of Vertical and such others.Customer agrees to protect the proprietary rights of Vertical and ali others
having rights in the Service and the Equipment during a�d after the Term. Customer acknowledges and agrees that it has no ownership rights in
and to the Service and that no such rights are granted under this Agreement. Customer shall honor and comply with all written requests made by
Vertical or its suppliers to protect their and others'contractual,statutory and common law rights in the Service and the Equipment with the same
degree of care used to protect its own proprietary rights,which in no event shall be less than reasonabie efforts. Customer agrees to notify
Vertical in writing promptiy upon becoming aware of any unauthorized access or use by any party or of any claim that the Service or the
Equipment infringe upon any copyright,trademark,or other contractual,statutory,or common law righis.
b)Customer shall not access the Service through any medium or Equipment which Vertical has not authorized in writing,nor may any medium or
Equipment by which the Service is provided be shared,moved,modified,interfaced,copied,broadcasted,reproduced,ported or otherwise routed
with or to any other equipment without Vertical's prior written consent.In addition,Customer shall not move,modify,interface,copy,broadcast,
reproduce,port or otherwise use or route the Service or any portion thereof with or to any other equipment,neiwork or software that Vertical,in its
sole good faith judgment,determines is interacting or interfering or may interact or interfere with the performance of the Service or any portion
thereof and,from time to time,upan Verticai's request therefore,Customer shall promptiy notify Vertical in writing of any and ail such equipment,
network and Service expressiy provided by Vertical for operation on Customer's own equipment shall be furnished without warranty as to
compatibility,fitness or performance with such equipment,and Customer shall bear ali cost and responsibility for such equipment.
Unauthorized access or use is unlawful and Vertical and its suppliers shall have all rights provided by law to prevent such access or use and to
collect damages in such event. Customer agrees to notify Vertical in writing promptly upon becoming aware of any unauthorized access or use.
Customer shall not share,recompile,decompile,disassembie,reverse engineer,or make or distribute any other form of,or any derivative work
from,the Services and/or the equipment. Customer may use the Service solely for its internal business purposes and may not use the Service for
any development purposes or to develop any applications,software or otherwise that could in any way interact or interfere with the performance of
the Service or any portion thereof,except as VeRicai may expressly permit under a separate development license with Customer.
c)The analysis and presentation included in the Service shall not be recirculated,redistributed or published by Customer except for internal
purposes without the prior written consent of Vertical and where necessary,with certain sources of the information included in the Service.
d)Customer shall not use any of Vertical's or its A�liated Companies'trademarks,trade names,or service marks in any manner which creates
the impression that such names and marks belong to or are identified with Customer,and Customer acknowiedges that it has no ownership rights
in and to any of these names and marks.
e)Customer acknowiedges and agrees that Vertical may delegate certain of its responsibilities,obligations and duties under or in connection with
this Agreement to a third party or an A�liated Company of Vertical,which may discharge those responsibilities,obligations and duties on behalt of
Vertical.
fl The service is provided by 8x8.8x8 requires the customer io agree to pass-through terms of service.The link to these service terms shouid
have been inciuded in the contract the customer signed.The service terms can be found at this link:https:!/�.8x8.com/reseiler-order-terms/vo-
vcc-service-terms.By accepting this agreement(as documented eariier),the customer aiso agrees to the 8x8 service terms found at that link.
3.CHARGES;PAYMENTS;TAXES;DISCONNECTION
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3.1 Billing.We wiil bill all charges,applicable taxes and surcharges monthly in advance(except for usage-based charges,which will be billed
monthly in arrears,and any other charges which we decide to bill in arrears),including but not limited to:setup charges;monthly Service fees;
equipment rentai fees;usage charges;international usage charges;advanced feature charges;advanced features/add-ons;regulatory recovery
fee,universai service fund;911 fees;federal,state and/or local taxes;disconnection fees;and shipping and handiing charges.The amount of
such fees and charges shall be availabie to our customers upon request.Verticai may introduce new products and services at special introductory
pricing.Introductory pricing may change at Vertical's discretion.Notification of monthiy invoices will be sent to you via mail or your email address
on file with us.Any usage charges will be bilied in increments that are rounded up to the nearest minute unless otherwise puclished.
The above fees are defined as follows:
Sefup Charge-This fee covers charges for setting up your account and activating you on our system.
Monthly Service Fee-This is the basic charge associated with your Service.This fee includes the caliing charges defined by your pian;the
features associated with your pian and basic account Service.
Equipment Rental Fees—This is the charge associated with the rental of equipment for the sole purpose of use in connection with the Service.
Usage Charges-If you exceed the number of calling minutes on your plan,Vertical wili bili you for the minutes you use above your aliowance.
Vertical also bills for cails to directory assistance and other information services.
Internationai Usage Charges-These are the fees associated with calis to locations outside of the US,and Canada.
Advanced Features,Add-Ons,Premium Services—Vertical charges additionai fees for enhanced features and services such as Toll-Free,Fax
Service,Conference Bridge,Recording Storage,etc.
Universal Service Fund-The Universal Service Fund(USF)provides support to promote access to telecommunications services at reasonable
rates for those Iiving in rural and high-cost areas,income-eligible consumers,rural health care facilities,and schools and libraries Ail telephone
companies that provide service between states and internationally,including wireless companies,must contribute a percentage of their revenues
derived from these services to the USF.
Taxes—Vertical is required to bill and coliect local,state and fedetal taxes imposed on Vertical customers by the various taxing authorities.
Verticai passes all taxes it collects on to the appropriate taxing authority.
911 Fees-State and/or locai governments may assess fees on Verticai to pay for emergency services in your community.Vertical bilis and
collects 911 fees from its customers and remits such fees to the appropriate authority.Depending on where you Iive,these fees can vary widely.
Vertical is committed to supporting public safety services and resources in your State.
Reguiatory Recovery Fees-Federaily authorized fees coilected to reduce overhead costs involved in including certain services provided for
communication and safety.
3.2 Biliing Disputes.You must notify us in writing within thirty(30)days after receiving your statement if you dispute any Verticai charges on that
statement or you will be deemed to have waived any right to contest such charges. Aii notices of disputed charges should be sent to:
VerticalDirectAR@vertical.com
3.3 Payment and Coilection.
(a)Payment.We bill in advance,except for usage on a monthly basis.Payment is due upon receipt.If payment is not received by the due date,
at late fee of 1.5%of the unpaid balance will apply.
(b)Coilection.if your Service is disconnected,you wili remain fully liable to us for ail charges pursuant to this Agreement and any and all costs
we incur to coilect such amounts,including,without limitation,coliection costs and attorney's fees.
(c)Notices.Vertical will provide 30 days advance notice prior to disconnection of service.
(d)Equipment Subject to Equipment Use Agreement.Notwithstanding the foregoing,if Verticai and Customer enter into a separate leasing or
finance agreement relating to any Equipment provided by Vertical(an"Equipment Use AgreemenY'),Customer's obligations with respect to such
Equipment(payment or othervvise)shall be solely governed by the Equipment Use Agreement,and any modification or termination of this
Agreement or any Wireless Service or Plan shall not operate to modify or relieve Customer from any of Customer's obligations under the
Equipment Use Agreement. Amounts owed Vertical under any Equipment Use Agreement are not included in the charges for the Hosted Service
under this Agreement,though such amounts may be invoiced along with the charges owed by Customer to Vertical under this Agreement for
Customers convenience.
3.4 Disconnection;Discontinuance of Service. "��:�i�a6 r�a�tea�e�4n���the�as��eact for c,��ese upors thiet�(3J}cai��e3ae days prior
r�otiee�ca fihe�i��a��ec�s�i€ag. 'f�ae Ci�y a�€�ec3ctia��s€a�tE&aau��he csp�cas��sr�6ty��r ce�re arog+���autti ie�ghe�crrs#r�cfi d€ar€nq fhe fihir�y(3f})
cai�ndar ciay a��Ei����;ries�d." If we discontinue the Service generaily,you wiil only be responsible for charges accrued through the date of
disconnection,including a pro-rated portion of the finai month's charges.If your Service is disconnected on account of your breach of any
provision of this Agreement,you will be responsible for the full charges to the end of the current term,including,without limitation,unbiiled
charges,plus the termination fee,if appiicable,all of which wiil immediately become due and payable.Vertical wiil pursue collection for unpaid
amounts on disconnected accounts and may report to credit bureaus.
3.5 Taxes.State and local governments may assess taxes,surcharges and/or fees on your use of Vertical Service.These charges may be a flat
fee or a percentage of your Vertical charges and may change from time to time without notice.These charges are based on the rates applicable to
the address you provided to us.You are responsible for all applicable federal,state,provincial,municipal,locai or other govemmental sales,use,
excise,value-added,personal property,public utility or other taxes,fees or charges now in force or enacted in the future,that arise from or as a
result of your subscription or use or payment for the Service or equipment.Such amounts are in addition to payment for the Service or equipment
and wiil be billed to you as set forth in this Agreement.If you are exempt from payment of such taxes,you must provide us with an original
certificate that satisfies applicable legal requirements attesting to tax exempt status.Tax exemption wiii only appiy from and after the date we
receive such certificate.
3.6 Charges for Directory Calis(411j.We will charge you$1.50 for each cali made to directory assistance.
4.RENTAL EQUIPfil1ENT
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4.1 Rental Program Customers who choose to rent phone equipment for use with Verticai Service agree to the foilowing additional terms.These
terms cover the usage of Vertical-certified telephony equipment(each a'Rental Device)with the Verticai Services provided to the customer.You
will be charged a monthly rental fee for each Rental Device which will be paid using the same payment method and payment period as for your
other Vertical Services('the Rental').Rental Devices are provided as a courtesy feature for users of the Vertical Services.Each Rental Device
rented must have an associated seat of service(for example,a customer with 30 monthly seats may not rent 31 devices).This Rentai Program is
offered and available to United States Residents only.
4.2 Ownership of the Rental Device Vertical Communications is and will remain the owner of each Rentai Device unless title is conveyed to you
in writing by Vertical.You will not grant any third party any right to use,possess,or control any Rentai Device,sublease any Rental Device,
attempt io dispose of any Rentai Device,grant any interest or right in a Rental Device to any third pafty,or otherwise do anything that undermines
Vertical's ownership of each Rental Device.Vertical may,without notifying you,assign Vertical's interest in any Rental Device,and in that event,
Vertical's assignee wiil have a►I of Verticai's rights in the Rental Device under this Agreement,but none of Vertical's obligations.You agree not to
assert against Vertical's assignee any ciaims,offsets,or defenses you may have against Verticai.Upon Vertical's request,you will execute and
deliver to Vertical any dacuments or forms for protecting Verticai's ownership and interest in each Rental Device,inciuding finance statements
under the Uniform Comrnercial Code.
4.3 Tertn of Rentai The rental term wili begin on the date the Rental Device is recorded as delivered to the customer premise by the designated
shipping service(this is the`Rental Start Date').The term wiil last a minimum of thirty-six(36)months.Customers who wish to terminate the rentai
eariier than thirty-six(36)months wili be subject to Early Termination Fees(ETFs).If the customer terminates their Vertical Services earlier than
the 36 months,they can,at Verticai's discretion,continue to rental term subject to usage limitations.Upon completion of the minimum term,the
customer may continue to rent the Rental Device on a month to month basis.
4.4 Termination of Rental Upon any termination of the Rentai you agree to retum or purchase a Rental Device(inciuding all accessories and
materials that were provided with the primary hardware device)subject to the Return of Rental Device section of this agreement.There are two
scenarios for Termination of Service:
a)If the Rentai is terminated before the thirty-six(36}month minimum term is completed,then the customer must pay ETFs and retum the Rentai
Device.Returning the Rental Device by itself does not end your obiigations in this Rental Program.Any ETFs must be paid.Upon receipt of the
Rental Device,the ETFs,any outstanding invoices from Verticai,and certification of the condition of the device in accordance with the Retum of
Rental Device section of this agreement,Verticai will provide written notification that the customer has no further obligation under this Rental
Program.
b)if the Rental is terminated after the thirty-six(36)month minimum term,then the customer may end the Rental by providing written thirty(30)
day notice to Vertical,paying aIi outstanding invoices from Vertical,and retuming the phone in accordance with the Retum of Rental Device
section of this agreement.Upon receipt of the Rental Device,any outstanding invoices from Vertical,and certification of the condition of the device
in accordance with the Return of Rental Device section of this agreement Verticai wiil provide wririen notification that the customer has no further
obligation under this Rentai Program.
4.5 Receipt of Rentai Device Upon receipt of the Rentai Device from Vertical,the customer must immediately inform the Vertical Project
Manager of the arrival.Rental Devices will be provided from Vertical stock and in good working order and appearance when provided to the
customer.The customer will have five(5)business days to examine the equipment and report any issue. If the customer reports no issues within
that time,each Rental Device is deemed to be in good working order at the time of receipt.if a Rental Device is determined to have an issue by
the customer or Verticai representative on-site,the customer must cantact Vertical,report the specific problem and device to Vertical customer
service via Vertical's published service process(see http:Uinfo.vertical.com/serviceescalation)and,if Vertical certifies the issue,retum the device
in accordance with the Return of Rental Device section of this agreement.If the probiem is verified,then Vertical will replace the device with an
equivalent device.This requirement appiies at initial instaliation as weil as for any subsequent devices.The customer must also label aIl phones at
time of receipt(see Labeliing of Rental Devices in this agreement).
4.6 Labeling of Rental Devices Ali Rentai Devices must be labelled as property of Vertical Communications.Vertical will send ihe customer a
physical or electronic copy of the approved label for this purpose and the label must be permanently attached to the main body of the Rental
Device.Any Rental Device without this sticker is not eligible for Vertical service,replacement,or retum at the end of the Rentai.Any new Rental
Device sent to the customer must also be labelled at time of receipt.
4.7 Return of Rentai Device The customer must coordinate any return with Vertical in accordance with the retum options listed in this agreement.
Rental Devices that must be retumed will be shipped to:
3908 E.Broadway Rd Suite 100
Phoenix,AZ 85040
Rental Devices should be retumed with all original accessories and documentation in tne originai box.If a Rental Device is retumed substantially
missing accessories and documentation,then Vertical may charge a Restocking Fee of thirty dollars($30.00)Returned Rental Devices will be
subjected to inspection by Vertical.
a)If the Rental Device is returned at the termination of Rentai,then it will be inspected for good condition and full operation.If the Rental Device
has been damaged(cosmetically or functionaliy),destroyed,or lost beyond normal wear and tear then Verticai may require payment of repair or
replacement cost by the customer.The term"Replacement Cost"shall mean,with reference to any Rental Device,the fair market value of such
Rentai Device,plus any applicable taxes and fees.Once Vertical has certified the Rental Devica is in acceptable condition,then it wili be
considered retumed(this does not terminate the Rental,see Termination of Rental in this Agreement).The customer agrees to pay ali shipping
and handling charges related to retuming a Rental Device for termination of Rental.
b)If the Rental Device is retumed due to a defect then it wiil be inspected to verify the defect.if the unit is found to be fully operational,it will be
shipped back to the customer(shipping charges may be billed to the customer in this instance).
4.8 Monthiy Charges The Rental is based on a monthly charge(the'Rental Fee')for each Rental Device.The specific Rentaf Fee for each phone
will be listed on the Verticai Quote signed by the customec The Rental Fees do not include additiona►services you may select,taxes,fees,
international usage,and other additional services.Sales tax varies by jurisdiction of purchase or rental and may be caiculated based on full retaii
price or Vertical cost price,as determined by the tax law in the jurisdiction of purchase or rental.The customer must pay Rental Fees under the
same pay schedule as their other Ve�tical Services.Vertical may require retum of the Rental Device and payment of ETFs if the customer does
not pay their Rental Fees in a timely manner.
4.9 Early Termination Fees The minimum term of the Rental is 36 months.The customer agrees to pay the Rental Fees for,at least,this
minimum term.if the customer terminates the Rental before this terrn is up(either by intent or by inaction such as failing to return a device
requests or not paying Rental Fees in a timely basis),then Early Termination Fees(ETFs)will become immediately due.ETFs are equal to the
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remaining monthly Rentai Fees left until the thirty-six(36)month minimum is complete.For exampie,if the customer terminates the Rental at 24
months,the total due for the remaining 12 months wili constitute the ETFs and such fees will become immediately due.The customer agrees to
pay these fees and authorizes Vertical to take ail reasonable action to collect these fees and recover the Rental Devices.
4.10 Adding Rental Devices Customers may add additionai Rental Devices to their account.These Rentai Devices wiU be subject to their own
thirty-six(36)month minimum term starting from the date of delivery to the custamer's premise.This minimum term may extend beyond the
customer s contract term for other Vertical Services.The customer is stili expected to either pay out the minimum rentai term or retum the phones
and pay ETFs as previously outlined in this agreement.When the minimum term has been reached,these phones will also become month to
month and the customer may retum the phones and terminate the agreement.
4.11 Upgrading Rentai Devices The customer may choose to upgrade their Rental Device. The repiacement of the current Rental Device shall
be deemed a termination of the current Rentai with respect to the current Rentai Device and be subject to the eariy termination provisions hereof,
including the retum and payment of any ETFs and other outstanding Vertical invoices.Verticai will provide a contract specifying the new Rental
Fee for the new Rental Device.This new Rentai will begin a new minimum term upon date of delivery.The existing Rental Device must be
retumed and meet all requirements of the Retum of Rental Device section in this agreement.
4.12 Rental Device Replacement During the term of the rental,Vertical will replace a phone that is certified by Vertical as non-operational.This
includes partial failures such as buttons or a dispiay not working.It does not cover cosmetic damage,loss,or theft of the product.To qualify for
replacement the customer must be current on all Vertical invoices,a Vertical service ticket must have been opened,a Vertical tech must have
certfied that the Rental Device is non-operational,and the customer must ship the non-operational device to Vertical in accordance with the
Return of Rental Device section of this agreement.Vertical will provide a functional replacement Rental Device.This may be the repaired Rental
Device,or a Rental Device from Vertical's stock.The same minimum term for the Rental still applies for this replacement Rental Device.
4.16 Loss or Damage The customer is responsible for any loss or damage of the Rental Device.No such loss or damage will relieve you of your
obligations under this Rental.The payment of remaining Rental Fees or ETFs is required to Terminate the Rentai,as per Termination of the
Rental.if the minimum term has been reached,on a lost or damaged Rental Device,then the customer will be required to pay Vertical the
Replacement Cost.
4.15 Rental Device Usage The customer will ensure that:(a)each Rental Device wili only be used in a caretul and proper manner and in
accordance with the written instructions provided with it by Vertical,as may be updated by Vertical or the manufacturer of the Rental Device from
time to time;(b)each Rentai Device will be used with due care and will not be defaced,modified,or used or operated in any manner or for any
purpose in violation of any federal,state,or Iocal law or regulation;(c)each Rental Device must remain within the United States and may not be
exported or re-exported to any country contrary to U.S.export laws;(d)any regulatory or certification markers a�xed to a Rentai Device may not
be removed,defaced,or otherwise obstructed(this include the ownership label provided by Vertical which must be affixed to each Rental Device);
and(e)each Rental Device will only be serviced or repaired subject to Vertical's express written authorization and in accordance with Vertical's
instructions and requirements.
4.16 Other Remedies if you are obligated to retum a Rental Device or terminate the Rental before the minimum term has been reached and you
have not paid ETFs and returned the Rental Device in good working order,then Verticai may,in addition to those remedies available at law,in
equity,or as otherwise set forth in this Agreement,take possession of any or ali Rental Devices without demand,notice,or legal process,
wherever each Rental Device may be located,and you hereby waive any and all damages occasioned by that taking of possession.
5.LINiITATION OF LIA�ILITY;INDEflANIFICATIOPl;WRRRANTIES
5.1 Limitation of Liability.We wili not be liable for any delay or failure to provide the Service,including 911 Dialing,at any time or from time to
time,or any interruption or degradation of voice quality that is caused by any of the following:
-An act or omission of an underiying carrier,service provider,Vertical or other third party
-Equipment,network or facility failure
-Equipment,networlc or facility upgrade or modification
-Force major events such as(but not limited to)acts of God,acts of nature,strikes,fire,war,riot,acts of terrorism and government actions
-Equipment,network or facility shortage
-Equipment or facility relocation
-Service,equipment,network or facility failure caused by the loss of power to you
-Outage of,or blocking of ports or other impediment to usage of the Service caused by any third party
-Any act or omission by you or any person using the Service or Equipment provided to you
-Any other cause that is beyond our controi,including,wiihout limitation,a failure of or defect in any equipment,the failure of an incoming or
outgoing communication,the inability of communications including,without limitation,911 Dialing,to be connected or completed,or forwarded.
Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period.
5.Z Disclaimer of Liability for Damages.IN NO EVENT WILL VERTICA�,ITS OFFICERS, DIRECTORS,EMPLOYEES,AFFILIATES OR
AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES SERVICE TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR
ANY DIRECT, INCIDENTAL,INDIRECT,SPECIA�,PUNITIVE,EXEMPIARY,COMPENSATORY,OR CONSEQUENTIAL DAMAGES,OR FOR
ANY OTHER DAMAGES,INCLUDING BUT NOT LIMITED TO PERSONAL INJURY,WRONGFUL DEATH,PROPERTY DAMAGE,LOSS OF
DATA, LOSS OF REVENUE OR PROFITS,OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE
THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO
OBTAIN EMERGENCY HELP.THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT,BREACH
OF WARRANTY,PRODUCT LIABILITY,TORT AND ANY AND ALL OTHER THEORIES OF LIABI�ITY AND APPLY WHETHER OR NOT WE
WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.THE MAXIMUM DAMAGES A�LOWED SHAL�BE THE
AMOUNT PAID BY CUSTOMER FOR ONE YEAR OF THE SERVICE AGREEMENT.
5.3 Indemni�cation and Survival.
(aj Indemnification.Exce�t as ifi relages Yo breach m�contrac8 by�lertic�i,you shall defend,indemnify,and hold harmless Vertical,its officers,
directors,empioyees,affiliates and agents and any other service provider who furnishes services to you in connection with the Service,from any
and all claims,losses,damages,fines,penalties,costs and expenses(inciuding,without limitation,attorneys fees)by,or on behalf of,you or any
third party or user of the Service,relating to the Service,including,without limitation,911 Dialing,or the Equipment.
(b)Survivai.The provisions of this Agreement that by iheir sense and context are intended to survive the termination or expiration of this
Agreement shall survive.
5.4 No Warranties on Service.WE MAKE NO WARRANTIES,EXPRESS OR IMP�IED,INCLUDING BUT NOT
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6/26/23,1:11 PM Vertical Bx8 Terms
LIMITED TO,ANY IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS OF THE SERVICE OR
EQUIPMENT FOR A PARTICULAR PURPOSE,TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING
BY USAGE OF TRADE,COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET
CUSTOMER'S REQUIREMENTS.WITHOUT LIMITING THE FOREGOING,WE DO NOT WARRANT THAT THE SERVICE OR EQUIPMENT
WILL BE WITHOUT FAILURE,DELAY,INTERRUPTION,ERROR,DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR
INFORMATION.NEITHER VERTICAL NOR ITS OFFICERS,DIRECTORS,EMPLOYEES,AFFILIATES OR AGENTS,OR ANY OTHER
SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICE,EQUIPMENT,OR PRODUCTS TO CUSTOMER IN CONNECTION WITH
THE SERVICE,WILL BE�IABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMI5510N FACILITIES OR PREMISES
EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO,OR ALTERATION,THEFT OR DESTRUCTION OF,CUSTOMER'S DATA FILES,
PROGRAMS,PROCEDURES OR INFORMATION THROUGH ACCIDENT,FRAUDUIENT MEANS OR EQUIPMENT OR ANY OTHER
METHOD,REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VERTICAL'S OR ITS SERVICE PROVIDER'S OR
VENDORS'NEGLIGENCE.STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT,IF ANY,BY VERTICAL OR
VERTICA�'S AGENTS OR INSTAILERS ARE INFORMATIONAL AND ARE NOT GIVEN A5 A WARRANTY OF ANY KIND.WE WI�L USE OUR
BEST EFFORTS TO PROVIDE DIRECTORY LISTING INFORMATION TO A DIRECTORY CONTAINING SUBSCRIBER LISTING INFORMATION
(SLI).WE SHALL NOT BE LIABLE FOR THE CONTENT OR ACCURACY OF ANY SLI(►NCLUDING,BUT NOT LIMITED TO,A FAILURE BY
ONE OR MORE DIRECTORIES TO"UN-PUBLISH"A NUMBER;ONE OR MORE DIRECTORIES PUBLISHING A WRONG NUMBER OR ONE
OR MORE DIRECTORIES FAILING TO PUBLISH A�ISTING)PROVIDED UNDER THIS AGREEMENT.YOU SHA�L INDEMNIFY, HOLD
HARMLESS AND DEFEND US OR OUR SERVICE PROVIDERS FROM AND AGAINST ANY DAMAGES,LOSSES,LIABILITIES,DEMANDS,
CLAIMS,SUITS,JUDGEMENTS,COSTS AND EXPENSES(INCLUDING,BUT NOT LIMITED TO,REASONABLE AT?'ORNEYS'FEES AND
EXPENSES)ARISING FROM,OR RELATING TO,DIRECTORY LISTINGS AN�/OR RESULTING FROM OR ARISING OUT OF YOUR OR A
THIRD PARTY'S C�AIM OF INACCURATE LISTINGS,FAILURE OF LISTINGS, INACCURATE USE OF THE SLI,OR FAILURE TO"UN-
PUBLISH"A LISTING.
5.5 Plo Hardware Warranty. YOU ACKNOWLEDGE THAT VERTICAL ANY EQUIPMENT PROVIDED DOES NOT INCLUDE A SEPARATE
HARDWARE WARRANTY PROVIDED AS PART OF THE CLOUD SERVICE.VERTIGAL-BRANDED EQUIPMENT MAY HAVE A SEPARATE
WARRANTY NOT COVERED BY THIS AGREEMENT.THIS AGREEMENT DOES NOT CHANGE OR ADD TO THAT WARRANTY IN ANY WAY.
FOR EQUIPMENT PROVIDED BY A��OTHER MANUFACTURERS YOU AGREE TO LOOK EXC�USIVELY TO THE ORIGINAL EQUIPMENT
MANUFACTURER OF SUCH HARDWARE AND EQUIPMENTS WITH RESPECT TO ANY WARRANTY OR OTHER CLAIMS RESPECTING
SUCH HARDWARE AND EQUIPMENT.
5.6 Rlo Third Party Beneficiaries.No provision of this Agreement provides any person or entity not a party to this Agreement with any remedy,
ciaim,liability,reimbursement,or cause of action or creates any other third party beneficiary rights.
5.7 Content.You will be liable for any and all liability that may arise out of the content transmitted by you or to any person,whether authorized or
unauthorized,using your Service or equipment(each such person,a"User").You shall assure that your and your User's use of the Service and
content comply at ail times with ail applicable laws,regulations and written and electronic instructions for use.We reserve the right to disconnect
or suspend your Service and remove your or your Users'content from the Senrice,if we determine,in our sole and absolute discretion,that such
use or content does not conform with the requirements set forih in this Agreement or interferes with our ability to provide Service to you or others.
Our action or inaction under ihis Section will not constitute any review or approval of your or Users'use or content.
6.MISCELLAPIEOUS
6.1 Entire Agreement.This Agreement,the Vertical Quote,and the Order Package you execute with Vertical,constitute the entire agreement
between you and Verticai and govern your use of the Service,superseding any and all prior or contemporaneous statements,understandings,
writings,commitments,or representations concerning its subject matter.You may aiso be subject to the terms of Equipment Use Agreement(as
defined in Section 3.3(d))covering any finance agreement for equipment.
6.2 Severability.If any part of this Agreement is legally declared invalid or unenforceable,ali other parts of this Agreement are still valid and
enforceable.Such invalidity or non-enforceability will not invalidate or render unenforceable any other portion of this Agreement.
6.3 Privacy.VeRicai's Service utilizes,in whole or in part,the public Intemet and third party networks to transmit voice and other communications.
Vertical is not liable for any lack of privacy,which may be experienced with regard to the Service.
6.4 Subcontractors.You understand,acknowledge,and agree that from time-to-time during the term of this Agreement,Vertical may,in its sole
and absolute discretion,delegate pertormance of some or all of its rights and obligations hereunder to third parties selected by Verticai. You
hereby consent to such subcontracting activity,provided that Verticaf shall remain accountable to you for the perFormance of any such obligations.
6.5 Letter of Authorization.The undersigned Customer hereby appoints Vertical Communications,Inc,Inc.("Verticai")as agent for Vertical to act
as its authorized agent for all matters pertaining to the number(s)populated in the appropriate fieids.This agency includes disconnections of
service and other requests as deemed necessary by Vertical to implement the services ordered from Vertical,including but not limited to:(1)
securing information for activating,porting,disconnecting,editing and transferring service for Customer,(2)securing information for the purposes
of resoiving technical issues for Customer,(3)securing information for activating,removing,changing and editing Customer's directory listings.
6.6 ARBITRATION(CHOICE OF LAW:Any dispute which is in any way related to this agreement,or any action for damages or inju�ctive relief
against Company,regardiess of the facts or the legal theories which may be involved,shall be resolved by binding arbitration before the American
Arbitration Association("AAA")by a single arbitrator in accordance with the Commercial rules of AAA in effect at the time the arbitration
proceeding is initiated.The arbitration hearing shall be heid in Atlanta,Georgia or at such other location as the parties may agree in writing.The
arbitrator shall prepare in writing an award which includes the legal and factual reasons for the decision. Any disputes under this Agreement shall
be governed by the laws of the State of Delaware.
6.7 Export Controis: Customer acknowledges that the export,import,and use of certain hardware,software,and technological data provided
under this Agreement is regulated by the United States and other governments and agrees to compiy with all applicable laws and regulations,
including the U.S.Export Administration Act,the regulations promulgated thereunder by the U.S.Department of Commerce,and any other
applicabie laws or regulations such as those that prohibit certain services from being used in or accessed by a national of Cuba,Iran, North
Korea,Sudan,Syria or any other sanctioned or embargoed country.
6.8 Force Majeure:Notwithstanding anything to the contrary herein,neither Party shali be considered in breach of this Agreement as the result of,
or shail have any Iiability under this Agreement for,any failure or delay in the performance of such Party's obligations under this Agreement that is
caused by events beyond such Party's reasonable control,including without limitation acts of God(including fire,flood,hurricane,earthquake and
tsunami),riot,war,terrorism,government actions and intervention,embargoes,strikes,destruction of facilities,late or fai�ed delivery by suppliers,
unavailability of power or Internet services,or network or carrier issues,(a"Force Majeure");provided that(a)the foregoing shall not apply to
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6i26l23,1:11 PM Verticai 8x8 Terms
either Party's payment obiigations under this Agreement and(b)the non-perEorming Party shall reasonably promptly provide notice to the other
Party and keep the other Party updated and apprised on an ongoing basis of the nature and anticipated length of continuance of the Force
Majeure and the non-performing Party's efforts,plans,and ability to rectify such non-performance.
6.9 Miscellaneous Terms:
i.INTENDED USE.You are purchasing the Service for business purposes.The Service wiii not be used primarily for personai,family,or
household purposes.
ii.911 SERVICE.if you purchase broadband access as part of the Service,you agree that without limiting the obligations assumed by you under,
as well as the other qualifications,limitations,and restrictions imposed by,the General Terms,Verticai subcontractors are not responsibie for
managing 911 access.
iii.ACCEPTABLE USE POLICY.Vertical's Acceptable Use Policy,which can be accessed and read on VerticaPs website,is incorporated herein by
reference.
iv.EQUIPMENT AND HARDWARE,Under the terms of Vertical's agreements with its subcontractors,only Equipment provided by the
subcontractor has been approved for use with some elements of the Service.If you intend to use any equipment not provided by Verticai,such
equipment must be approved by Vertical in advance.Vertical reserves the right to refuse or terminate Service if you are using equipment that has
not been approved by Vertical or,if applicable,a Verticai subcontractor.
6.9 Consent to use Electronic Signatures and Records:For your convenience,Vertical provides access to its Service oniine. This may require
you to enter into agreements or receive notices electronically.As a result,you acknowledge and agree to the notices and agreements when you
receive and read these notices.You agree to conduct electronicaliy without limitatio�the particular transaction into which you entered including
entering into this Agreement;
i.You have read and understand the electronic copy of electronic contracts,notices and records,without limitation including this Agreement,and
any poiicies and any amendments;
ii.You agree to,and intend to be bound by,the terms of the pa�ticular transaction into which you thereby enter;
iii.You are capable of printing or storing a copy of electronic records of transactions into which you enter including,without limitation,this
Agreement and any amendments hereto;and,
iv.You agree to receive electronically information about the Service and other electronic records into which you thereby enter including,without
limitation,this Agreement.
6.10 interpretation:The parties agree that,before signing the Verticai quote and agreeing to this terms,each has had an opportunity(and is
advised)to consult legal representation to assist it in interpreting and understanding the impiications,duties,and potential liabilities that arise
under this Agreement.Consequently,this Agreement shali not be construed more strongly as against one party versus the other.
Corporate Headquarters Sales&Service
3140 De La Cruz Blvd Suite 110 1000 Holcomb Woods PKWY
Santa Clara,CA 95054 Bldg.400,5uite 415v
(408)404-1600 Roswell,GA 30076
(770)446-3100
https://info.vertical.com/vertical-8x8-terms g/g
8XH VIRTUAL OFFICE AND VIRTUAL CONTACT CENTER SERVICE TERMS FOR SX8 RESELLER
CUSTOMERS
Last Updated: November 30,2018
THESE TERMS SHOULD BE READ CAREFULLY,AS THEYAFFECT THE PARTIES'LEGA!RIGHTS BY,AMONG OTNER THINGS,
GIMITING RESEtLER'S UABItITYGNDER THEAGREEMENT
1. GENERAL
1.1. Applicability and Scope. These 8x8 Virtual Qffice and Virtual Contact Center Service Terms for 8x8 Reseiler
Customers and all content expressly incorporated herei�(these"Terms"j apply to those customers of a reseller of 8x8, Inc.
("8x8")that have agreed to or accepted these 8x8 Virtual Office and Virtuai Contact Center 5ervice 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 atherwise bundled with other servicesj,inciuding all components
thereof,the"8x8 SaaS Services")from or through such reseller. For such customers,these Terms apply with respect to a118x8
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 Sx8 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 alt 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 andJor 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 AgreemenY')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 SHOUID fdOT 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 Rgreement,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 andJor 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 Sx8 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,Custome�is enterinq into a contract
VO/VCC Service Terms for Reseller Customers(56—11/30/2018) 1
solety and exclusivelv with the non-Sx8 entitvliesl from/Yhrouqh 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 Sx8 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
fulfiliment of any and all obligations owed to Customer,its Affiliates,and/or ather related parties under the Agreement and
shalt 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 IAW,CUSTOMER HEREBY RELEASES, DISCHARGES,AND HOLDS HARMLESS 8xS,ITS
AFfIIIATES,AND THEIR RESPECTIVE PERSONNEL AND PARTNERS(OTHER THAN RESELI.ER)FROM AND AGAINST ANY AND ALL
CLAIMS AND/OR LIABILITY UNDER OR WITH RESPECTTO THE AGREEMENTAND/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 ail 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 obiigations 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 5ERVICES
2.1. Ordering Sx8 SaaS Services. Customer may order Sx8 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 Renewalj and 12(Termination)j.
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 Se►vices,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}ar 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
Resellers regular business hours(or such other hours agreed to in writing by the Partiesj 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,
(aj 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.
VO/VCC Service Terms for Reseller Customers(SB—il/30/2018) 2
2.2.4. Changes to Ordered Sx8 SaaS Services. Reseiler may not change Ordered 8x8 SaaS Services in any way that
materially reduces their overail functionality or security(based on customary usage in the United States t"US"),the United
Kingdom,Australia,and Canada(the"Primary MarkeY')),except with Customer's written approval. Reselier may,however,
make other changes or perform upgrades to Ordered Sx8 SaaS Services,provided that Reseller shali provide advance
notification to Customer of any such change or upgrade if reasonably practicable or otherwise pramptly thereafter.
2.2.5. Content and Data Protection. Reseller shall implement and mai�tain 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 BEGfNNING ON THE EFFECTIVE DATE OF CUSTOMER'S FIRST ORDER AND CONT�NUING FOR THE NUMBER OF MONTHS
IDENTIFIED THEREIN AS THE"TERM,""INtTIAI 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 5ervices 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 Paymentj,any
applicable usage charges of the sort set forth at the time of such usage at�ww.8x8.com/terms-anci-conditions/usa�e.
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 0�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,or
other channel of 8x8 or its Affiliate is an Approved Support Channel. Customer acknowledges and agrees that where 8x8 or its
Affiliate is involved in providing such support,8x8 and/or its Affiliate will not provide support for any services or products other
than the Ordered 8x8 SaaS Services or Ordered Equipment.
2.3.4. Use Policy Compliance. Customer accepts and agrees to the Sx8 Virtual Office and Virtual Contact Center Use
Policy(available at https:/Jwwvv.�x8.com/terrns-and-conditions/use-policv)(the"Use Policy")(which is incorporated herein)
and shall fulfill all of its obligations,representations,warranties,and covenants thereunder. For avoidance of doubt,
references in the Use Policy to"8x8",the"8x8 Parties", "SaaS Services",and"Ordered SaaS Services"shall respectively be
deemed for purposes of these Terms to refer to Reseller,the Reseller Parties,8x8 SaaS Services,and Ordered 8x8 SaaS
Services. Customer shall provide to 8x8(in addition to Resellerj any notice that Customer is obligated to provide to Reseller
under the Use Palicy.
2.3.5. Registrafiion Information. Customer shall be responsible for the accuracy and legality of all account,Agent,and
registration information{including without limitation Customer's legal name and payment information,Customer/Agent
contact information,and any personal data included therein)("Registration Information")and the means of its acquisition.
2.3.6. Network Requirements. Customer shall be responsible for ensuring that all aspects of the applicable network
environment(s)adhere to the applicable standards and requirements specified in the Documentation and are configured
appropriately to its proposed use of Ordered 8x8 SaaS Services.
2.4. 8x8 SaaS Services Limitations. Customer acknowledges and agrees that(a)the Ordered 8x8 SaaS Services will not
be uninterrupted,error-free,or available one-hundred percent f 100%)of the time(e.g.,they may be unavailable during
periods of planned or unplanned downtime and communications may not always be delivered to their intended destination or
without loss of data),(b)a single log-in is prvvided for each 8x8 Virtual Office extension,and,except with respect to
conference and other extensions specifically designed for conference or multi-party use("Conference Extensions"),such log-in
and extension is provided solely for use by a single Agent,(c)data transmitted or stored through the 8x8 SaaS Services may be
VO/VCC Service Terms for Reseller Customers(SB—11/30/2018) 3
exported therefrom by or on behalf of Customer,Agents,or other users in a variety of ways(including without limitation via
third-party integrations,other features that interoperate with third-party ofFerings,or local or external download),(d)the 8x8
SaaS Services are not intended to and should not be used for back-up or long-term storage of data,and(e)Reseller shali not be
responsible for any such exported data or any loss of such stored data. Use of 8x8 mobile applications may utilize underlying
third-party ceilular and/or data services and thus may use such services'allotted units and/or resuit in usage or other charges
associated with such third-party services.
2.5. Third-Party Offerings and Integrations. Customer's relationship and dealings(inciuding without limitation any
collection or use of data)with providers of third-party offerings that interoperate with the 8x8 SaaS Services(e.g.,third-party
applications for which 8x8 SaaS Services integrations are available)or that are used in connection with the 8x8 SaaS Services
(e.g.,broadband,MPLS,and equipment leasing services)("Providers"j shall in each case be governed by Customer s
agreement with the applicable Provider and shall be outside the scope of the Agreement. In no event shall Reseller be liable or
responsible under any such agreement(unless Reseller has agreed in writing to be a party to such agreement). Except to the
extent otherwise expressly agreed in writing by the Parties, Reseller shall have no liability or responsibility (a)for any act or
omission of any Provider or any operation of its offering(e.g.,any accessing, modification,or deletion of data),regardless of
whether Reseller,8x8,or their Affiliates endorse,refer Customer to,approve of Customer's use of,or agree to bill andJor
collect on behalf of such Provider or designate any such offering as"certified,""approved,""recommended,"etc.,(b)for
supporting any such third-party offering,or(c)(except as expressly set forth in an SOW)for ensuring the continued availability
or operation of any such offering or any 8x8 SaaS Services integrations or other features designed to interoperate therewith,
which such integrations or features may be discontinued at any time.
2.6. Suspension and Restriction. In addition to Reseller's other rights and remedies under the Agreement,Reseller may
(a)suspend some or all of the Ordered 8x8 SaaS Services where Reseller or its Partner reasonably determines that such
suspension is necessary to avoid actual or likely harm or damages to,or liability for,any party or where Customer has breached
the Agreement and/or(b)place reasonable limitations or restrictions on the use of any Ordered 8x8 SaaS Services that are
being used in violation of the Use Policy. Reseller shall notify Customer of any such suspension in advance thereof if
reasonably practicable or promptly thereafter if such advance notification is not reasonably practicable. Except to the extent
otherwise expressly agreed in writing by the Parties,none of the foregoing actions by Reseller or its Partners shall relieve
Customer of any of its obligations under the Agreement,except that(except to the exte�t otherwise expressly agreed in
writing by the Parties)Customer shall not be liable for any fees for any suspended Ordered 8x8 SaaS Services for the period of
such suspension if not due to Customer's breach of the Agreement.
3. EQUIPMENT
The provisions of Sections 3Z (Equipment Pricing)through 3.4(Customer Respansibilities With Respect to Equipment)shall not
apply to the extent otherwise expressly agreed in writing by the Parties.
3.1. Ordering Equipment. To the extent that Reseller offers to resell to Customer equipment that Reseller has
purthased from 8x8 for resale thereof(such resold equipment, "Equipment"),Customer may order such Equipment from
Reseller, in each case by entering into an Order. The pricing for Ordered Equipment shall be as set forth in the Order under
which it was ordered. Customer shall be deemed the importer of Ordered Equipment for all purposes.
3.2. Equipment Pricing. Equipment-related pricing,discounts,and promotions(e.g.,free shipping)provided in an Order
shall apply solely to the particular equipment ordered under that Order,and Reseller makes no commitment and shall have no
obligation with respect to future pricing for or availability of equipment.
3.3. Reseller Responsibilities With Respect to Equipment. Reseller shall,itself or through its Affiliates or Partners,
provide the Ordered Equipment to Customer and pass through to Customer a twelve-(12-)month warranty(or an extended
warranty if permitted by the manufacturer)therefor. Customer may return any defective�rdered Equipment covered by
warranty by obtaining a return authorization number from Reseller and thereafter returning the Ordered Equipment in its
original packaging or equivalent to the address specified by Reseller,in which case Reseller shall replace the Ordered
Equipment at no charge and pay the reasonable associated shipping costs.
3.4. Customer Responsibilities With Respect to Equipment. Customer shall,in accordance with Section 7(Billing and
Payment),pay for all Ordered Equipment at the pricing set forth in the applicable Order and for all shipping and related
charges. All shipments of Ordered Equipment shall be F.C.A.(free carrier),and title and risk of loss or damage shall pass to
Customer upon delivery to the carrier. Customer shall be responsible for all lost,stolen,or broken equipment(except to the
extent covered by warranty),and for ensuring that any externally-acquired equipment used with Ordered 8x8 SaaS Services is
in reasonable working condition and configured in accordance with Sx8's and Reseller's technical requirements.
VO/VCC Service Terms for Reseller Customers(58—Si/30/2018) [�.
4. PROJECT SERVICES.
The provisions of this Section 4(Project Services)shall not apply to the extent otherwise expressly agreed in writing by the
Parties. Reseiler may from time to time,in each case in its sole discretion,offer to perform work for Customer related to the
configuration or customization of Ordered 8x8 SaaS Services,network assessments,Agent training,or similar work or services
("Praject Services"). Customer may order Project Services under the Agreement("Ordered Project Services"),in each case by
entering into(via execution or completion by Customer of an electronic"click-through"or"click to accept"process of Reseller
or its Partner)an Order andJor a written statement of work or similar document for the same with Reseller(an"SOW").
Reseller shall,itself or through its Affiliates or Partners,perform the Ordered Project Services in a professional and
workmanlike manner,with reasonable skill and care,and in accordance with the terms of the applicabie SOW(which shall set
forth the other terms related to the Ordered Project Services ordered thereunder),provided that Customer's sole and exclusive
remedies for Reseller's breach of this sentence shall be as set forth in the applicable SOW. Customer shall pay all fees and
other amounts set forth in the applicabie Order and/or SOW for Ordered Project Services,in accordance with Section 7(Billing
and Payment)and any other terms set forth in such SOW. Customer acknowledges and agrees that Reseller makes no
commitment and shall have no obligation with respect to future pricing for or availability of Project Services.
5. ORDERS AND PARTY AFFILIATES;RESELLER SUBCONTRi�CTING
Reseller may, in each case in its sole discretion,(a)permit an Affiliate of Customer to order Ordered Products,in wnich case,
with respect to such orders,(i)references to"Customer"in the Agreement shall be deemed to include such Customer Affiliate
(as well as Customer)and (ii)Customer shall remain fully,including jointly and severally,liable under the Agreement,(b)except
to the extent otherwise expressly agreed in writing by the Parties,designate a Reseller Affiliate to enter into one or more
Orders or SOWs with Customer,in which case,with respect to such Orders or SOWs,(1)the Agreement's references to
"Reseller"shall include such Reseller Affiliate(as well as Reseller)(provided that the Reseller Affiliate shall be deemed to be
the service provider under such Orders or SOWs)and (2) Reseller shall remain fully,including jointly and severally,liable under
the Agreement,and/or(c)subcontract for the performance of Reseller's obligations under the Agreement,provided that
Reseller shall remain responsible for performance of such obligations and for such subcontractors'actions or omissions of in
performing such obligations.
6. TAXES
The provisions of this Section 6(Taxes)shall not apply to the extent otherwise expressly agreed in writing by the Parties.
Customer shall be liable and responsible for,and shall pay in accordanee with Section 7(Billing and Paymentj,all taxes, levies,
imports,exports,customs,duties,charges,fees or similar governmental assessments, including value-added tax,sales, use,
withholding,public utility,or universal service taxes or fees,and emergency services surcharges(i.e.,911, E911,999,etc.)that
Reseller or its Partner reasonably believes to be assessed or assessable by any governmental,fiscal,or other authority,or
recoverable by Reseller or its Partners, in respect of Ordered Products,other than those assessable against Reseller based
solely on its income(collectively,"Taxes"). Any Taxes set forth in the Agreement or any quote shall be solely non-binding
estimates. Any such estimates set forth in a quote or Order shall be calculated by or on behalf of Reseller in good faith based
on the service address(es)provided by Customer. In order to assert an exemption from any Tax,Customer must deliver to
Reseller a valid tax exemption certificate authorized by the appropriate taxing authority,in which case Customer shall still be
liable for any Taxes assessed prior to such delivery. To the extent required by Law,Customer may deduct amounts from its
payment of Billed Amounts for or on account of any Tax and/or withholding imposed by any governmental or fiscal authority,
provided that Customer shall (a)provide notice of such requirement to Reseller at least thirty(30)days prior to making the
deduction,(b)furnish Reseller with receipts evidencing remittance of the deducted amounts,and(c)pay such additional
amounts to Reseller,as applicable,as are necessary to ensure receipt by Reseller of the full amount that it would have received
but for the deduction. Customer acknowledges and agrees that Reseller may�ot charge value-added,goods and services,or
similar Taxes in certain jurisdictions(such as Australia)that permit reverse charge of such Taxes. Reseller shall account for and
remit any such Taxes on Ordered Products in such jurisdictions.
7. BILLING AND PAYMENT
The provisions of this Section 7(Billing and Payment)shall not apply to the extent otherwise expressly agreed in writing by the
Parties.
7.1. Billing of Billed Amounts. Service Fees and ather monthly-recurring charges shall start to be billed as of the
effective date of the applicable Order. Except to the extent otherwise express�y agreed in writing by the Parties,such amounts
VO/VCC Service Terms for Reseller Customers(SB—11/30/2018) 5
shall be billed monthly,at or near the beginning of the applicable calendar month,provided that when Ordered 8x8 SaaS
Services are ordered, Reseiler may bill the first thirty(30)days of such amounts for such Ordered 8x8 SaaS Services at or near
the time of order. One-time Services charges,including Project Services fees,shall be incurred on the effective date of the
applicable Order. Equipment-related charges shall be incurred upon shipment of the Equipment.
7.2. Payment of Billed Amounts. Except as set forth in this Section 7.2(Payment of Billed Amounts)and Section 6
(Taxes),Customer shall pay all amounts billed to Customer by or on behalf of Reseller in respect of Ordered Products("Billed
Amounts")without counter-claim,set-off,withholding,or deduction of any sort. If Customer believes in good faith that a
Billed Amount was not actually incurred under the Agreement(i.e.,was overbilled),then Customer may dispute such Billed
Amount by providing notice to Reseller within thirty(30)days of the date of the first posting of the Billed Amount in the
relevant account(where payment is not By Invoice)or the date of the first invoice in which the Billed Amount was invoiced
(where payment is By Invoice),which such notice must specify the particular Bilted Amount{sj in dispute and the basis of the
dispute in reasonable detail. Failure to so dispute a eilled Amount within such period shall constitute a complete and
irrevocable waiver of Customer's right to dispute such Billed Amount. If payment of a Billed Amount is By Invoice and
Customer disputes such Billed Amount in good faith in accordance with this Section 7.2(Payment of Billed Amounts),then
Customer may,at its option,either(a)pay such Billed Amount expressly under protest or(b)withhold payment of such Billed
Amount, in which case such Billed Amount,if(and on/y ifJ actua0y incurred under the Agreement(i.e.,not octualty
overbilted),shall not become due until ten(10j days after Reseller's determination of the same(if such due date is later than
the original due date for such amount). Delinquent Billed Amounts shall,beginning upon delinquency,accrue interest at the
rate of the lesser of one-point-five percent(1.5%)per month or the maximum rate permitted by applicable law. All payments
to Reseller or its Affiliate shall be non-refundable and non-creditable.
7.3. Up-Front Payme�t. At all times during the Effective Period other than those periods for which payment of all Billed
Amounts is By Invoice,Customer shall maintain on file with Resel�er complete,accurate,and up-to-date information for at
least one valid,working credit card or Customer account(sufficient to permit ACH withdrawals). Payment of all Billed Amounts
—other than those for which Reseller has agreed to payment By Invoice—shall be by charge to such credit card(s)or by ACH
withdrawal from such account(sj,at or near time of billing,and Customer hereby authorizes Reseller to make such charges or
withdrawals. Where payment is by such charge or withdrawal,(a)Reseller shall post a statement of the Billed Amounts in the
retevant account at or near the time of the first attempted charge or withdrawal and shall thereafter make commercially
reasonable efforts to notify Customer by email andJor telephone if the charge or withdrawal is not successful and(b}Billed
Amounts shall be due within fourteen(14)days of such posting.
7.4. Payment by Invoice. To the extent agreed by Reseller,Customer may pay Billed Amounts by invoice,in which case
payment of those Billed Amounts shall be(a)made by credit card,check,ACH,or wire transfer and(b)due within thirty(30)
days of invoice date(Net 30)(payment"�y Invoice"). Each such agreement shall be within Reseller's sole discretion,but,once
entered into, may not be revoked by Reseller,except upon the occurrence of event(s}that,in Reseller's reasonable discretion,
put Customer's creditworthiness or solvency into question (which such events shall include without limitation Customer's
default on any of its financial obligations or a Solvency Event with respect to Customer or any entity that owns or controls it).
8. CHANGE IN TERMS
The provisions of these Terms may not be changed or amended in any way,except as follows:
(a) The Parties may amend the provisions of these Terms as they apply to the Agreement by agreeing to do so in a written,
legally-binding(on both Parties)amendment or similar document executed by both Parties that specifies the applicable
amendments to these Terms and includes an express representation by Reseller that 8x8 has been notified and has
expressly approved of such amendments as they apply to the Agreement. Any other attempt by Reseller and/or
Customer to change or amend these Terms shall be deemed null and void,and the purported change(s)or amendment(s)
in question shall not apply to the Agreement. For clarity,where the Parties agree to such different or additional terms as
expressly permitted by these Terms(e.g.,where a provision of these Terms is qualified by"Except to the extent otherwise
expressly agreed in writing by the Parties. . ."),such different or additional terms shall not be considered to be
"amendments"to these Terms for purposes of this clause(a).
(b) 8x8 may change or update these Terms as follows:
(i) Sx8 may not change or update these Terms in any manner that would materially reduce Customer's rights or
benefits,or materially increase Customer's obligations or liability,under the Agreement(a"Material Change")(i.e.,
any such change shall not apply to the Agreement),except where Reseller or 8x8 provides Customer with at least
VO/VCC Service Terms for Reseller Customers(SB—il/30f 2018) (
thirty{30)days'advance notice of,and opportunity to object to,such change by 8x8. During such notice period,
Customer shall have the right to object to such change by providing notice of such objection to both Reselter and
8x8. Where Customer provides a such notice of objection to both Reseller and 8x8 before the end of the applicable
notice period,the change shall not take effect(i.e.,shail not apply to the Agreement)during the then-current Initial
Term or renewal term(each a "Term"),but shall take effect(i.e.,shail begin applying to the Agreement)if and when
the Agreement renews(i.e.,on the first day of the Agreement's next renewal term,if any). Where Customer fails to
object to such a change by providing such a notice of objection to both Reseller and 8x8 before the end of the
applicable notice period,the change shall take effect at the end of such notice period.
(ii) 8x8 may make changes or updates to these Terms that are not Material Changes by posting such changes to
www.t3x8.com/reseller-order-terms or this web page,which changes shall be effective upon such posting. For
avoidance of doubt,the mere addition of Regional Terms for a new country or region shall not constitute a Material
Change.
9. GENERAL REPRESENTATIONS AND WARRANTIES;WARRANTY DISCLAIMER
Each Party represents and warrants that it is a bona fide business,has the power and authority to enter into and perform its
obligations under the Agreement,and is not relying upon any sCatements,commitments, representations,or warranties other
than those expressly set forth in the Agreement. Customer represents and warrants that its orders or purchases are not
contingent on the delivery of any future functionality or feature. EXCEPT FOR THE WARRANTIES EXPRESSLY PROVIDED BY
RESELLER IN THE AGREEMENT,TO THE MAXIMUM EXTENT PERMITfED UNDER APPLICABLE LAW, RESELLER MAKES NO
WARRANTIES AND DISCIAIMS ALL WARRANTIES IN RELATION TO THE SERVICES,EQUIPMENT,AND/OR THE AGREEMENT,
WHETHER EXPRESSED OR IMPIIED, INCLUDING,BUT NOT LIMITED TO,THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT,AND TITLE.
10. RIGHTS IN AND TO THE SERVICES AND FEEDBACK
To the maximum extent permitted by Law,all intellectuai property and other rights,titie,and interest in or to the
Documentation or the Services and related software,applications,functionalities,APIs,tools,and interfaces(the"8x8
Platform")—and all configuration designs,code,deliverables,and other work product produced or developed by Reseller,8x8,
or their Affiliates or Partners in the course of performing under the Agreement(except to the extent such work product
embodies Customer's pre-existing intellectual property)—shall remain with,and belong exclusively to, Reseller,Sx8,their
Affiliates,and/or their licensors. Customer hereby assigns to Reseller all intellectual property and other rights,title,and
interest in or to any improvement,enhancement,recommendation,correction,or other feedback that Customer may provide
to Reseller,8x8,or their Affiliates relating to their operations or the Services or Equipment,and agrees that such parties shall
be free to use,license,assign,and exploit any ideas,concepts,know-how,or techniques contained therein for any purpose
without restriction or compensation.
11. TERM AND RENEWAL
The Agreement shall become effective on the date that the Parties enter into the Agreement and continue in full force and
effect until the earlier of(a)the date terminated in accordance with Section 12.1{Exclusive Termination Rightsj and(b)the
date of expiration as set forth in the next sentence(the"Effective Period"). At the end of each Term,the Agreement,if not
earlier terminated in accordance with these Terms,shall:
(i) expire if either Party has elected not to renew the Agreement via notice to the other Party(and,in the case of Customer's
non-renewal,notite to 8x8)at least thirty(30)days prior to the end of such Term;
(ii) continue on a month-to-month basis(i.e.,automatically renew for successive one-(1-)calendar month renewal terms)if
Customer has so elected via notice to Reseller and 8x8 at least thirty(30j days prior to the end of such Term;or
(iii) automatically renew for a twelve-(12-)month renewal term if neither of the foregoing applies.
12. TERMINATION
12.1. Exclusive Termination Rights. The Agreement may be terminated:
(a) by either Party with thirty(30)days'notice to the other Party(and,in the case of termination by Customer,notice to 8x8)
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
VO/VCC Service Te�ms for Reseller Customers(SB—11/30/2018) �
cure such breach within such notice period,provided that such cure requirement shall not apply with respect to a
Customer payment delinquency where there has already been such a delinquency;
(b) immediately by either Party upon notice to the other Party where the other Party experiences a Solvency Event;
(c) by Reseller with thirty(30j days' notice to Customer in the event that any 8x8 SaaS Services become subject to an actual or
threatened Claim of infringement(an"Infringement Claim")and avoidance of the aileged infringement via procurement of
a license or modification or replacement of the applicable Sx8 SaaS Services(either or both of which may be exercised by
Reseller,at its sole option and expense,in the event of any Infringement Claim)is not commercially feasible;
(d) by Reseller with thirty(30)days'notice to Customer in the event that Customer objects to any change to these Terms
proposed or made by 8x8 under Section 8(Change in Terms);or
(e) by Reseller with thirty(30)days' notice to Customer in the event that Reseller determines in good faith that such
termination is netessary to comply with a law,regulation,or court or administrative order or ruling.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 12(TERMINATION)STATES THE PARTIES'SOLE AND EXCLUSIVE
RIGNTS TO TERMINATE THE AGREEMENT,AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.
12.2. Effect of Termination. Upon any termination of the Agreement for any reason,subject to any continuing Customer
financial obligations under the Agreement,all Orders and SOWs shall immediately terminate. In the event that the Agreement
is terminated by Customer under and in accordance with clause(a)or(b)—or by Reseller under clause(c),(d),or(e)—of
Section 12.1(Exclusive Termination Rights),Customer shall be relieved of its Subscription Commitment for any post-
termination period,and,except to the extent otherwise expressly agreed in writing by the Parties,Reseller shall refund any
amounts un-used and pre-paid for Ordered 8x8 SaaS Services for any such period. For clarity, (a)no other termination of the
Agreement 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 the Agreement relieve Customer of its obligation to pay any
amount incurred thereunder prior to such termination or expiration.
13. IfVOEMNIFICATION
Except to the extent otherwise expressly agreed in writing by the Parties, Reseller shall(a)defend Customer,its Affiliates,and
their personnel(collectively,the"Customer Parties")from and against any Indemnified IP Claim threatened or brought against
any of them by any third party and(b)indemnify and hold harmless the Customer Parties against any damages,attorneys'fees,
defense costs,and other losses(collectively,"losses")payable by them pursuant to the adjudication or settlement of any
Indemnified IP Claim. Customer shall(i)defend Reseller,its Affiliates,their Partners,and their personnel(collectively,the
"Reseller Parties")from and against any action,claim,demand,suit,investigation,inquiry,or proceeding(each a"Claim")
threatened or brought against any of them by any third party that arises out of or results from Customer's Content or any
actual or alleged breach of the Agreement by Customer and(ii)indemnify and hold harmless the Reseller Parties against any
Losses payable by any of them pursuant to the adjudication or settlement of any such Claim. An indemnified party shall(1)
provide the indemnifying Party(and,where the indemnified party is a Customer Party, provide 8x8j prompt notice upon
becoming aware of such a Claim,(2)permit the indemnifying Par[y to have sole and exclusive control over the defense and
settlement of any such Claim, if it elects,and(3)provide reasonable assistance to the indemnifying Party in connection
therewith;provided that the indemnifying Party shall not enter into any settlement agreement that would result in any
payment or other obligation,or restriction on the business of,the indemnified party without its prior written consent.
14. EXCLUSIOPIS AND LIMITATIONS OF LIABILITY
TO THE MAXIMUM EXTENT PERMIITED UNDER APPLICABLE LAW, (a)IN NO EVENT SHALL RESELLER BE LIABLE UNDER THE
AGREEMENT FOR ANY INCIDENTAL,CONSEQUENTIAL,SPECIAL,PUNITIVE,EXEMPIARY,OR COVER DAMA6ES; LOSS OF
PROFITS, REVENUES,OR GOODWILL;OR LOSS OR INTERRUPTION OF BUSINESS,WHETHER FROM BREACH OR REPUDIATION OF
CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,TORT,STRICT LIABILITY,OR OTHERWISE AND(b)THE MAXIMUM LIABILITY
OF RESELLER UNDER THE AGREEMENT,WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF
CONTRACT, BREACH OF WARRANTY, NE6LIGENCE,TORT,STATUTORY DUTY,OR OTHERWISE,SHALL IN NO EVENT EXCEED THE
TOTAL AMOUNT OF SERVICE FEES PAYABLE UNDER THE AGREEMENT fOR THE TWELVE-(12-) MONTH PERIOD PRECEDING THE
FIRST INCIDENT OUT OF WHICH THE IIABILITY AROSE, PROVIDED THAT WHERE THE PARTIES HAVE AGREEED TO A LOWER
LIMITATION OF LIABILITY,SUCH LOWER IIMITATION WILL APPLY. THE FOREGOIN6 EXCLUSION AND LIMITATION SHALL APPIY
REGARDlESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FA�LURE OF THE
ESSENTIAI PURPOSE OF ANY LIMITED REMEDY,AND ON A CUMULATIVE(RATHER THAN PER-INCIDENT)BASIS. THE PARTIES
AGREE TNAT(i)THE FOREGOING EXCLUSION AND LIMITATION ARE INTENDED TO ALLOCATE RISK AMONG THE PARTIES
VO/VCC Service Terms for Reseller Customers(SB—11/30/2018) g
UIVDER THE AGREEMENT AND COMPRISE AN ESSENTIAL PART THEREOF, (ii)THE PARTIES RELIED ON SUCH EXCLUSION
AND LIMITATIOfV IN ENTERING INTO THE AGREEMENT,AND(iii)THE PRICING FOR THE ORDERED PRODUCTS WOULD
HAVE BEEN SUBSTANTIALLY HIGHER IN THE RBSENCE OF SUCH EXCLUSION OR IIMITATiON.
15. MISCELLANEOUS
15.1. Notices. Any notice to be provided under the Agreement shall be provided as follows:
(a) to Customer—via any of the following methods: (i)email to the email address specified by Customer in connection
with its initiai order of Services,(ii)personal service,overnight courier,or US certified mail(return receipt requested
and postage prepaid)(coilectively,"Delivery")to any postal address provided by Customer in connection with such
order,or(iiij such additional method agreed to in writing by the Parties,
(b) to Reseller—via(i)the method and to the address(es)specified for notices to Reseller in the Agreement or(ii)if no
such method and address(es)are specified therein,via Delivery to the physical address specified for Reseller in
connection with the first Order,and
(c} to 8x8—via email to claimsC@8x8.com(for notices of Claims or terminationj or not�ce(�BxS.com (for all other notices)
or via Delivery to"8x8,Inc.,Attn:Customer Service,Z125 0'Nel Drive,San 1ose,CA 95131".
Reseller or 8x8 may change any of its designated notice addresses via notice to Customer,and Customer may change any of
its designated notice addresses via notice to both Reseller and 8x8. For avoidance of doubt,only 8x8 may change its
designated notice address. Notices shall be deemed effective and received as follows: (i} via Email—the first business day
after the date sent(without any undeliverable notification being returned), (ii)via Personal Service—the first business day
after the date delivered to the noticed party,{iiij via Overnight Courier—the first business day after the date delivered to the
overnight courier,and(iv)via US Certified Mail—the fifth(5th)day after the date sent. Any notice or notification provided to
Customer by 8x8 in accordance with this Section 15.1(NoticesJ shall satisfy any requirement under these Terms for Reseller to
provide that type of notice or notification(as applicable)to Customer.
15.2. Governing Law;lurisdiction. The Agreement shall be governed by and construed in accordance with the laws of
California,without regard to its choice or conflicts of law rules. Except to the extent otherwise expressly agreed in writing by
the Parties,the Parties agree to submit to tne jurisdiction of the state and federal courts within Santa Clara County,California
(which jurisdiction shall be exclusive if Customer is domiciled in the US)and waive any abjection as to venue or inconvenient
forum in such courts.
15.3. Force Majeure. Neither Party shall be considered in breach of,or have any liability under,the Agreement as the
result of any failure or delay in such Party's performance thereunder caused by events beyond such Party's reasonable control,
including without limitation act of God;fire,flood, hurricane,earthquake,tsunami,or other natural disaster; riot;war;
terrorism;government action or intervention;embargo;strike;destruction of facilities;late or failed delivery by suppliers;
unavailability of power or Internet services;or network or carrier issues,provided that the foregoing shall not apply to either
Party's payment obligations under the Agreement.
15.4. Entire Agreement;Amendment. The documents comprising the Agreement constitute the entire agreement
between the Parties in respect of the Ordered Products and expressly supersede and replace any prior or contemporaneous
agreements,written or oral,relating to thereto. The Agreement may not be amended,except via both Parties'execution of a
written amendment thereto or as otherwise expressly provided in these Terms or the Agreement,provided that,for avoidance
of doubt,these Terms may be amended only as set forth in Section 8(Change in Terms). In no event shall the terms of any
purchase order or similar document delivered by or on behalf of Customer or its A�liate to Reseller in connection with the
Agreement(to which Reseller hereby objects)become part of,apply to,or modify or supersede the terms of the Agreement.
15.5. Severability. If any provision of the Agreement is deemed illegal,invalid,or unenforceable,in whole or in part,
under applicable Law,the Agreement shall be deemed amended as and to the extent necessary to render its terms valid,
enforceable under applicable law,and,to the greatest extent possible,consistent with the Parties'original intent.
15.6. Waiver. Except to the extent expressly otherwise provided in these Terms,(a)either Party's failure to exercise or
enforce any right or remedy under the Agreement shall not constitute a waiver of such right or remedy and(b)no waiver of
any right or remedy shall be enforceable against a Party unless in writing and otherwise conforming with these Terms.
15.7. Assignment;Binding Effect. The Agreement shall be binding upon the Parties'heirs,successors,and permitted
assigns. Customer may not assign the Agreement or assign its rights or delegate its obligations thereunder,in whole or in part,
except(a)(to the extent in connection with a bona fide sale of Customer or substantially all of its assets to a third party)with
ten(10)days'prior notice to Reseller and 8x8 or(b)with Reseller's prior express written consent. In connection with any such
VO/VCC Service Terms for Reseller Customers(SB—11J30/2018) }
proposed or actual assignment or delegation by Customer,Customer shall provide such information and documentation
concerning the assignee or delegee as Reseller might reasonably request,and Customer shall remain jointly liable for the
obligations of such assignee or delegee. For the avoidance of doubt,Reseller may assign its rights and/or delegate its
obligations under the Agreement,in part or in full,to 8x8 or one or more of 8x8's Affiliates.
15.8. No Third-Party eeneficiaries. Except as expressly stated in the Agreement,the Agreement is intended for the so�e
benefit of,and shall only be enforceable by,Customer and Reseller and their permitted assigns. Without limiting the
foregoing, Reseller shall have no obligation or liability hereunder to any Agent or other end user of the Ordered 8x8 SaaS
Services.
15.9. Document Execution/Acceptance. Use of DocuSign,or any other widely-used method of verifiable electronic
signature and delivery,shall be a valid method of execution and/or delivery of all documents under the Agreement. Any
document or other content related to or proposed for addition to the Agreement that is prepared by Reseller or its Partner and
sent to Customer for acceptance via completion of an electronic"click-through,""click to accept,"or similar process shall be
deemed accepted and entered into by Customer upon Customer's completion of such process.
15.10. Interpretation. The headings in the documents comprising the Agreement are solely for the convenience of
reference and shall not be given any effect in the construction or interpretation of thereof. References in the Agreement to a
web address(URl}shall be deemed to include(a)any subpages that are accessible through one or a series of clearly-labelled
hyperlinks and(b)such s�ccessor sites as may be designated by the owner or controller of the web site.
15.11. Survival. Sections 1.4(Relationships Among Reseller,Customer,and 8x8j, 1.5(Applicability Throughout the Access
Period),2.3.1{Customer Subscription Commitment), 13(Indemnification),and 14(Exclusions and Limitations of Liability)shall
survive termination or expiration of the Agreement,as shall any other provision that by its nature is intended to so survive.
15.12. Definitions. When used in these Terms,the following capitalized terms shall have the following meanings:
"Affiliate"—an entity that directly/indirectly controls or is controlled by or under common control with the applicable person.
"Agent"—an individual authorized to use,administer,or perform actions with respect to Ordered 8x8 SaaS Services through
Customer's account(as an agent,administrator,or otherwise),as identified through a unique log-in.
"Documentation"—user manuals and technical documentation related to the 8x8 SaaS Services posted to��vww.8x8.com or
otherwise made available by 8xS to customers of 8x8 or its Resellers from time to time,but excluding marketing or
promotional materials.
"lodemnified IP Claim"—a Claim alleging that the 8x8 SaaS Services,as used in accordance with the Agreement and the
Documentation,infringe any patent,trademark,or copyright enforceable under the laws of the Primary Market or the
European Community,excluding any Claim based upon: (a)the combination,operation,or use of Sx8 SaaS Services with any
non-8x8 product,device,service,or software; (b)the alteration or modification of 8x8 SaaS Services other than by 8x8 or its
authorized subcontractors;or(c)8x8's or its Partner's alteration or modification of 8x8 SaaS Services at Customer's request.
"Party"—each of Reseller and Customer(together,the"Parties").
"Regulatory Fees"—monthty fees(which are not Service Fees,Taxes,or government-imposed charges),including Emergency
Services Fees(or E911 Service Fee in the US)and Regulatory Recovery Fees(in the US),charged by Resetler or its Affiliate for
each number(including without limitation toll free and virtual numbers)associated with telephony Ordered 8x8 SaaS Services,
to offset costs incurred by Reseller or its Affiliates or Partners in complying with inquiries from,and obligations imposed on
them by,regulatory bodies and/or governmental agencies.
"Service Fees"—the base recurring fees for Ordered 8x8 SaaS Services.
"Solvency Event"—a bankruptcy,reorganization,insolvency,or similar proceeding not dismissed within thi�ty(30)days;
dissolution;becoming insolvent or bankrupt;or the making of an assignment for the benefit of creditors.
VO/VCC Service Terms for Resel�er Customers(SB—11/30/2018) 10
8X8�/IRTUAL OFFICE AND�11RTUAL CONTACT CENTER REGIONAL 1�ERMS
FOR �X� RESELLER CUSTO(1�ERS�
A.Applicability and Definitions. These 8x8 Virtual Office and Virtual Contact Center Regional Terms for Reseller Customers
(these"Regional Terms")shall apply solely with respect to Ordered Products provided to a Customer location(as identified by a
physical address specified in the Agreement)(each a"Customer Location")in the US,Australia,or Canada,except to the extent
that one or more particular countries or regions are expressly referenced with respect to a provision of these Regional Terms,in
which case such provision shall apply solely with respect to prdered Products, if any,provided to a Customer location in the
referenced country(ies)or region(s)). Capitalized terms used and not defined in these Regional Terms shall have the meanings
assigned to them in the 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers into which they
are incorporated(the"Terms").
B.Numbers and Porting. Subject to the following requirements and limitations, Reseller shall support number portability under
applicable Law for Ordered 8x8 SaaS Services that involve telephone numbers(including codes)that are provided to Customer by
Reseller or its Affiliate or Partner in connection with such Ordered 8x8 SaaS Services("Reseller Numbers")or telephone numbers
that are ported into Reselier or its Affiliate or Partner by Customer in connection with such Qrdered 8x8 SaaS Services("Ported-In
Numbers"):
• Availability of Porting—In the US and Canada, portability is dependent upon the cooperation of third parties not under the
control of Reseller and applicabie laws and regulations concerning the geographic relevance of local exchange area service,
where applicable. Outside of the US and Canada,number portability may be unavailable(and thus Customer may not be
able to port numbers into or out of Reseller or its Affiliate or Partner when transferring service to or from Reseller or its
Affiliate)under certain circumstances(e.g.,the absence of any porting agreement between Reseller or its relevant Partner
and the relevant carrier).
• IVumber Port-tns—Where Customer wishes to port numbers in to Reselfer or its Affiliate or Partner from another provider
{the"Donor Provider"),Customer authorizes Reseller and the relevant Affiliate(s)and Partner(s)to have the numbers routed
by Reseller or such Affiliate(s)and Partner(s){instead of the Donor Provider)and to forward appropriate details of
Customer's porting application.
• Resel►er Numbers—Reseller shall use commercially reasonable efforts to facilitate Customer's retention of numbers assigned
to the Ordered 8x8 SaaS Services during the Effective Period,provided that Reseller Numbers(a)may be changed with
reasonable notice to Customer where Reseller or its Affiliate or Partner is so instructed by a regulator or determines in good
faith that a third party has a valid claim to such Reseller Number(s}or that such change is required under applicable law and
(b)shall belong to Reseller or its Affiliate or Partner(as applicable),and not Customer,and Customer shall have no right to
sell,dispose,transfer,or keep Reseller Numbers.
o Number Port-Outs—Upon termination of the Agreement or a Reduction, Reseller shall,at Customer's request,use
commercially reasonable efforts to assist Customer to port out the relevant numbers(including both Reseller Numbers and
Ported-In Numbers),provided that(a)outside of the US and Canada, Reseller shall have no obligation to port out any
Reseller Number where such port out would require the porting out of a larger block of numbers and(b)to the extent
permitted by applicable law,and except to the extent otherwise expressly agreed in writing by the Parties, Reseller may
charge,and if charged, Customer shall pay,a reasonable administrative fee for each number ported out or attempted to be
ported out. Without limiting the foregoing,in the US,$5.00(USD)per number shall be considered a reasonable
administrative fee for such actual or attempted port-outs.
• Disclosure to Oirectory Services—Subject to any specific requirements in these Regional Terms,Customer consents to
Reseller's or its Affiliate's or Partner's disclosure of details of its and its Agents'numbers to organizations that wish to
compile directories or directory enquiry services.
C.Emergency Calling Labels. In the US and Canada, Reseller or its Partner will provide Customer with warning labels regarding
the limitations or unavailability of 911 emergency dialing. Customer agrees to place a label on or near each non-mobile
telephone or other equipment through which Ordered 8x8 SaaS Services may be utilized or accessed. If additional labels are
required,Customer shall request them from Reseller and 8x8.
D.Data Protection in Australia. Subject to the terms of the Agreement and except to the extent otherwise expressly agreed in
writing by the Parties,Reseller will handle any"personal information",as defined in the PrivacyAct 1988(Cthj as amended from
time to time,that Customer submits to Reseller via any Ordered 8x8 SaaS Services provided to a Customer Location in Australia
("Aus#ralia Personal lnformation")only in accordance with Reseller's privacy policy that applies to its customers of the 8x8 SaaS
Services(the"Privacy Policy"),or as otherwise permitted or required by law. Reseller shall(a)take reasonable steps to protect
VO/VCC Service Terms for Reseller Customers�56—11/30/2018) 11
Personal information from misuse,interference,unauthorized access,modification,or disciosure and(b)not use Personal
Information,except to provide the Services or Ordered Equipment or otherwise perform its obligations under the Agreement;as
set forth in the Privacy Policy;or as otherwise permitted or required by law,
E.Reverse Charge of GST in Australia. Except to the extent otherwise expressly agreed in writing by the Parties,(ai the prices set
forth in the Agreement are exctusive of any goods and services tax(GST)payable by Customer,the Parties agree to account for
Australian GST on Ordered Products provided to a Customer Location in Australia in accordance with the reverse charge
provisions of Division 83 of the A New Tax System(Goods and Services Tax)Act 1999 and confirm that such Ordered Products are
provided to Customer and not to a resident agent,and Reseller confirms that,in providing the Ordered Products, Reseller does
not have a permanent establishment,nor daes it provide the Ordered Products through an enterprise that it carries on,in
Australia.
F.Data Protection in Canada. Except to the extent otherwise expressly agreed in writing by the Parties,to the extent that the
Content,if any,that Customer sends,receives,or stores via Ordered 8x8 SaaS Services provided to a Customer Location in
Canada includes"personal information"as defined under the Personal Information Protection and Electronic Documents Act
(2000,c.5)(PIPEDA)("Canada Personal lnformation"), Reseller shall use and disclose such Canada Personal Information solely
(a)for the purpose of fulfilling Reseller's obligations or exercising Resel�er's rights under the Agreement(which shall,for clarity,
include providing,supporting,or enhancing(e.g.,performing quality control functions)the Sx8 SaaS Servicesj, (b)as approved in
advance in writing by Customer,(c)in accordance with Customer's instructions,or(d)for the purpose of complying with Laws,
including without limitation in response to legal process. To the extent that Customer otherwise submits Canada Personal
Information to Reseller via any Ordered 8x8 SaaS Services provided to a Customer Location in Canada, Reseller shall use and
disclose such Canada Personal Information solely as set forth in the Privacy Policy.
VO/VCC Service Terms for Reseller Customers(SB—11/30/2018) 12
8X8 VIRTUAL�FFICE APlD VIRTUAI CONTACT CE�l1'ER USE POLICY
Last Updated: May 16,2018
1. Definitions. Capitalized terms used and not defined herein shall have the meanings assigned to them in the document to which
this 8x8 Virtual Office and Virtual Contact Center Use Policy(this"Policy")applies(the"Terms").
II. Scope of Gustomer Responsibility. Customer shall be responsible for ensuring compliance with this Policy by the parties spec-
ified herein,and any violation of this Policy by any such party shall constitute and be considered a breach hereof by Customer
itself. Without limiting the foregoing,Customer shall be responsible and liable for all accessing and/or use of the Ordered SaaS
Services or the 8x8 Platform by or on behalf of it, its Agents,or other users of Ordered SaaS Services,other than unauthorized
activities resulting from the gross negligence or willful misconduct of Sx8 or its Affiliate or Partner("Customer Use").
111. Determination of Requirements. Customer shall be solely responsible for determining and familiarizing itself with—and
seeking its own legal counsel regarding—all United States,foreign,international, national,state, provincial,territorial,
municipal, local,or other laws,regulations,codes,ordinances,treaties,conventions,writs,decrees,resolutions,promulgations,or
court or administrative orders or rulings("laws"};contractual obligations;Foreign Requirements;network/wireless carrier
requirements;and industey-standard frameworks(such as the Mobile Marketing Association Guidelines in the case of texting)
(collectively,"Requirements")that might apply to Customer Use or the use and/or transport of Ordered Equipment,which such
Requirements might include without limitation domestic and/or foreign Laws relating to:
(i) the import or export of goods,equipment,technologies,data,or other materials;
(ii) marketing,solicitation,business practices,or telecommunications or electronic communications(collectively,"Marketing
Laws"),such as the US Telephone Consumer Protection Act of 1991(the TCPA)(which significantly restricts telephone
solicitations(i.e.,telemarketing)and the use of automatic dialing systems,artificial or pre-recorded voice messages,SMS
text messages,and facsimile communications)and Canada's Anti-Spam Legislation(CASL);
(iii) privacy,or the security or protection of personal data or other categories of data("Data Pratection Laws");and
(ivj surveillance;the monitoring or recording of conversations,communications,or other activities;or wiretapping
("Monitoring Laws"),which such Laws may require advance notice or consent for such activities and may be implicated
by certain uses or features of the SaaS Services,such as Barge-Monitor-Whisper and Quality Management{which allows
certain Agents to monitor other Agents'computer activities).
8x8 shall have no obligation to provide legal advice of any kind to the Customer Parties,and the Customer Parties shall not treat
or rely on any statements,communications,or materials of the 8x8 Parties as such.
IV.Use Outside of Primary Market. Because the SaaS 5ervices are nomadic,they are potentially accessible from virtually anywhere
in the world,including outside of the Primary Market. While the Terms do not prohibit Customer Use outside of the Primary
Market,8x8 makes no representations,warranties,or guarantees regarding the compliance of Customer Use with prohibitions
or restrictions imposed by Law,carriers, ISPs,etc.outside of the Primary Market("Foreign Requirements"),and Customer shall
be solely responsible for ensuring compliance therewith, regardless of any consent by Sx8 or its Affiliate to such Customer Use.
V. Policy Requirements. Customer agrees,represents,warrants,and covenants the following:
(a)Leqal and Orher Compliance—All Customer Use,and all use and transport of Ordered Equipment by or on behalf of
Customer or its Affiliate in connection with the SaaS Services,shall comply with all applicable Requirements.
(b)Consents,Etc.—Customer has obtained all consents,licenses,rights,authorizations,and/or permits and has provided all
disclosures and notices/notifications required(including without limitation under Marketing,Data Protection,or Monitoring
Laws)for or in connection with Customer Use or related to Registration Information or any personal data therein.
(c) Do-Not-Ca/l List—To the extent that Customer Use might involve telemarketing,solicitation,or substantial outbound
activities,Customer shall maintain and enforce an accurate,comprehensive,and up-to-date internal"do not call"list to
prevent contacting parties that do not wish to receive further communications.
(d)No Resale—Ordered SaaS Services shall not be sold/resold, leased/subleased,licensed/sublicensed,or otherwise made
available to any other third party(other than an Affiliate of Customer),and all orders under the Agreement and all
Customer Use shall be for Customer's or its Affiliate's own internal business use.
(e)Documentation—All Customer Use shall be consistent with the applicable Documentation.
(f) Order of Equipment—Customer shall order Ordered Equipment solely for use with Ordered SaaS Services.
VO/VCC Service Terms for Reseller Customers(SB—11/30/2018j 13
{g)No 8ribery—Neither the Customer Parties nor any Agent or other user has received or been offered any bribe,kickback,or
illegal or improper payment,gift,or thing of value from any 8x8 Party in connection with the Agreement or Ordered Products.
(h)Other Prohibited Uses and Activities—In no event shall Customer Use consist of,involve, promote,or facilitate any:
(i) fraudulent,criminai,defamatory,harassing,unlawful,or tortious conduct or activity;
(ii) transmission of misieading or inaccurate caller ID information with the intent to defraud,cause harm,or wrongfully
obtain anything of value;
(iii) transmission,storage,or distribution of any virus,time bomb,Trojan horse,worm,malware,spyware,or similar
programs,or files,code,or other materials containing any of the foregoing;
{iv) breach,violation,or infringement of any intellectual property, privacy or other right—or misappropriation of the
property—of any party;
(v) accessing or use of SaaS Services in or from a US embargoed country;
(vi) any conduct or activity that might cause 8x8 or any of its Affiliates or Partners to violate any Law.
(i) Export Control—At no point during the Effective Period or any subsequent period during which Customer,its Affiliates,
andJor the Agents or other users continue to have access to Ordered SaaS Services(the"Access Period")wil)any of the
foregoing parties be named on any US government denied-party list.
(j) Reasonable Business Use—Ordered SaaS Services shall be used solely for reasonable business use,which,in the case of
"unlimited,""Editions,"or X Series plans,features,or functionalities,shall be limited to three times(3X)the average
monthly usage of the same SaaS Services by all customers of 8x8,Inc.
(k)Accurate Registration Informatinn—All Registration Information shall be accurate,current,and complete at all times
during the Access Period. Customer shall promptly update Registration Information as needed to ensure its accuracy and
shall promptly verify any Registration Information upon reasonable request from 8x8.
(I) Use With Supported Devices—All Customer Use(other than via an 8x8 desktop or mobile application)shall be via
equipment then-listed as supported by 8x8 at�«vww.8x8.camjCemmunicationsSoluti�ns/Equipment("Supported Devices")
or approved in advance in writing by 8x8 for such Customer Use. Regardless of any such approval,Sx8 shall have no liability
for or obligation to support such Customer Use with/through any equipment that is not a Supported Device.
(m) Security of Ordered Products—Customer shall,during the entire Access Period,(i)implement and maintain reasonable
and appropriate measures and safeguards to prevent unauthorized access to and/or use of the Ordered SaaS Services
and/or the related account(s);data transmitted,received,or stored therein or therethrough;and any equipment used to
access any of the foregoing and(iij promptly provide notice to 8x8 of any such unauthorized access or use or other breach
of any of the foregoing(including without limitation any loss or theft of such equipment)and provide such cooperation as
8x8 might reasonably request to address or prevent any such incident. Without limiting the foregoing,Customer shall(1)
instruct,train,and oversee all Agents as necessary to ensure that they(yy)choose robust password combinations,change
their passwords regularly,and not disclose their passwords except to authorized 8x8 support agents and(zz)perform a "log
off'/exit from such accounts at the end of each session of access thereto and(2) not modify the aforementioned
equipment in any manner without 8x8's prior express written consent.
(n)SaaSSerwices Updates and Security—Throughout the Access Period,Customer,its Affiliates accessing or using Ordered
SaaS Services,and the Agents and other users shall(i)promptly install all upgrades,bug fixes, patches,and other
corrections relating to the SaaS Services made available by or on behalf of 8x8 or its Affiliates or Partners and(ii)not take
any action or omission that might reasonably be expected to(A)disrupt or compromise the integrity or security of any
services,platforms,or networks of 8x8 or its Affiliates or Partners,(B)cause material damage to 8x8,its Affiliates or
Partners,or any customer of 8x8,its Affiliates,or any their Partners,or(C)compromise the privacy of any such customer.
(o)EmergencyServices and High-RiskApplications—THE ORDERED SaaS SERVICES SHAII NOT—AND CUSTOMER
UNDERSTANOS THAT THE SaaS SERVICES ARE NOT tNTENDED TO—BE USED FOR,ANY APPLICATION(SUCH AS CARRYING AN
ALARM SIGNALj WHERE FAIIURE, INTERRUPTION,OR MALFUNCTION MAY REASONABLY BE ANTtCIPATED TO RESULT IN
BODILY INJURY,lOSS OF LIFE,OR SUBSTANTIAL DAMAGE TO PROPERTY. Customer shall inform Agents and other users and
keep them apprised of any limitations of the SaaS Services with respect to contacting emergency services of which 8x8 or its
Affiliates or Partners notify Custamer.
(p�Prohibited Acts—During the Access Period,neither the Customer Parties nor the Agents or other users shall:
VO/VCC Service Terms for Reseller Customers(58—11/30/2018) 1L�.
(i) inspect, possess,use,copy,reverse engineer or attempt to discover the source code of any program or other
component of the SaaS Services or 8x8 Platform or any source code used to create any such program or other
component,except as expressly permitted by applicable law;
(ii) attempt to hack or gain unauthorized access to any network,environment,or system of 8x8,its Affiliates or Partners,
or any customer of 8x8,its Affiliates,or their Partners;
(iii) access or use any SaaS Services in order to buiid a competitive product o�for the primary purpose of monitoring its
availability,performance,or functionality,or for benchmarking or competitive purposes;or
(iv) trunk or forward any extensions or numbers associated with the SaaS Services to a private branch exchange or key
system or to other numbers that can process multiple calls simultaneously.
(q)Oversight of Agents—Customer shali(i)ensure that each 8x8 Virtual OfFice extension(other than Conference Extensions)
and each log-in associated therewith is accessed and used solely by the Agent then-assigned to such extension,(ii)not
designate as an Agent any individuai over whom Customer lacks sufficient control(contractual or otherwise)to ensure
compliance with this Policy or allow any such individual to access or use Ordered SaaS Services,and(iii)during the Access
Period,instruct,oversee,and train the Agents,other users,and its workforce and Partners as necessary to ensure
Customer's compliance with this Policy.
VO/VCC Service Terms for Reseller Customers(SB—11/30/2018) 15