HomeMy WebLinkAboutAgenda Report - October 2, 2019 C-07AGENDA ITEM C-7
Crrv on Lou
CouNcIr-, C ovTMUNIcATIoN
AGENDA TITLE:Adopt Resolution Authorizing City Manager to Execute a Three Year Professional
Service Agreement with Vertical Communications lnc., of Phoenix, Ariz., to Deploy,
Manage and Support Phone Services from 8x8 lnc., of San Jose ($515,673.55)
with Two Optional One-Year Extensions (Total Not to Exceed $785,000) and
Appropriating Funds ($265,51 0)
MEETING DATE: October 2,2019
PREPARED BY: Information Technology Manager
RECOMMENDED ACTION: Adopt resolution authorizing City Manager to Execute Professional
Service Agreement with Vertical Communications lnc., of Phoenix,
Ariz., to deploy, manage and support phone services from 8x8 lnc.,
of San Jose ($515,673.55) with two optional one-year extensions (total not to exceed $785,000) and
appropriating funds in the amount of ($265,510).
BACKGROUND ¡NFORMATION: The City currently uses an Avaya phone system for the operations
of phone services throughout the City. The voicemail is by ESNA.
Both systems have reached their end of life and support from their
respective manufacturers. The City requires a more advanced telephony system to meet the technical
requirements of our customers and City staff. A newer telephony system will offer advanced analytics,
modern features for enhanced mobility and improved reliability. The new voicemail system will offer
improved functionality to our customers calling into the City, to receive call back, on-hold status and wait
times.
ln May 23,2018, the City hired Communication Strategies (Com-Strat), an independent technology
consulting company, to evaluate the City's needs and to provide recommendations for technology that
will support our long-term telephone requirements. Communication Strategies had prepared a report, in
concert with City's lT staff, to ensure that all assessments were based on the most current and accurate
information.
Communication Strategies, in conjunction with a selection committee comprised of City staff, completed a
Request For Proposals (RFP) for a new phone system. The committee along with Comm-Strat conducted
a review of 12 different responses to the RFP. The committee selected three vendors that met all the
requirements of the RFP and were a good fit for the City. The committee evaluated and scored all three
vendors during demonstrations in key categories that best served the City's needs. Vertical ranked the
highest with the committee, offering the best solutions for the City's changing business needs.
IM
Vendor Proposed solution Length of Support Score Ranking Price
Vertical 8x8 lnc., Hosted 5 vears 64.26 $756,837
Svnectic Avava On-premise 5 years 58.36 $557.239
ïotlcom Mitel Connect On -premise 5 years 57.87 $480,657
APPROVED
Stephen Schwa City Manager
Adopt resolution authoizing City Manager to Execute Professional Service Agreement with Veñical Communications lnc., of
Phoenix, Ariz., to deploy, manage and support phone se¡vices from 8x8 lnc., of San Jose ($51 5,673.55) with Two Optional One
Year Extensions (Total Not to Exceed $785,000)
Page 2
October 2,2019
Vertical Communications' solution with 8x8 will offer the City a cloud-based phone system with greatly
reduced overhead, minimal lT staff training for support and virtually no maintenance compared to a
traditional premise-based phone system. The newer phone system will provide analytics of callers, call
types and length of phone calls. Customers calling into the City will be able to receive notices of on-hold
times and track where they reside in a call queue. City staff will have the ability to receive voicemails
sent via email and manage their own call flows using a combination of desk phones, computer
applications or cell phones.
Staff is recommending a three-year term with two optional extensions rather than the full five-year term.
This provides flexibility in the event either Vertical or 8xB do not provide the service levels consistent with
what the City desires. Telecommunications is a rapidly changing industry with many acquisitions and
mergers. The shorter contract provides the City some leverage against the service providers to meet
their service level requirements regardless of potential changes in the industry. Under this arrangement,
pricing for years four and five is not guaranteed in the contract and is instead tied to the Consumer Price
lndex plus 3 percent. The additional costs provides incentive to both 8x8 and Vertical to meet their
obligations under the agreement.
Staff recommends approving the three-year agreement with an option for two one-year extensions with
Vertical Communications for the implementation and support of 8x8 lnc., voice over internet (VOIP)
phone service to replace the current end-of-life phone system at a cost of $515,673.55 over the initial
three year term. The optional contract extensions have increases that will not exceed 3 percent over the
CPI change from contract signage to renewal. The not to exceed over the total potential life of the
contract is $785,000. The table below shows the not to exceed calculation assuming a 2 percent CPl.
Contract Period Annual Prepay
Year l-S 265,509.18
Year 2 S 125,082.18
Year 3 S 125,082.18
Not to Exceed over
lnitial three Year Term S 515,673.55
Year 4 (Optional)$ lst,sso.zg
Yeor 5 (Optionol)S lsz,gos.ll
Potentiol Not to Exceed
OverTotdl 5 YeørTerm $ zg¿,glz.g¿
Note the not to exceed values above include current state and federal telecommunications taxes
amounting to approximately 16 percent on professional services. lf the tax rates or methods of
calculation change, a contract adjustment would be necessary. The City is obligated to pay these taxes
regardless of provider.
A functioning phone system is criticalto City operations. The contract is
managed by the lT Division, which is approximately 50 percent funded by
the General Fund. Current year funding will be provided by the lnformation
Systems Fund. With the new capabilities of the 8x8 system, staff will have
the ability to track calls to departments on many different levels. ln future
years, participating funds will be allocated their share of the phone costs to
replenish the lnformation Systems fund balance. Future year licensing
expenditures will be recommended in each annual budget presented to City
Council.
FISGAL IMPAGT:
Adopt resolution authorizing City Managerto Execute Professional Se¡vice Agreement with Veñical Communications lnc., of
Phoenix, Ariz., to deploy, manage and supporf phone seruices from 8x8 lnc., of San Jose ($515,673.55) with Two Optional One
Year Extensions (Total Not to Exceed $785,000)
Page 2
October 2,2019
FUNDING AVAILABLE:Appropriate $265,510 from lnformation Systems Fund balance to Account
No. 40299000.72450.
Andrew Keys
Deputy City Manager/lnternal Services Director
amin
I nformation Technology Manager
\-'. rrn -''L''
i- i :lliiI
8x8 Gloud VolP Solution
Statement of Work & Agreements
PREPARED EXCLUSIVELY FOR:
City of Lodi
Ben Buecher, lT Manager
Prepared By:
Kevin McÇloud
Vertical Communications, lnc,
On
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Table of Contents
Contact lnformation
Statement of Work Overview
City of Lodi- RFP lmplementation Requirements,.......... ¡.....¡¡..¡....¡..¡¡
lntegration with Current LAN/WAN
Vol P Network Readiness Assessm ent SoW..,...........
3
4
.4
.4
,4
lnstallation ...,5
6
7
7
7
Training........
General lmplementation Guidelines..
Roles, Responsibilities a nd Requirements
Product Configuration .
Completion of Services
8x8 Hosted VolP Solution - Services and Deliverables..
12 MONTH PRE.PAYMENT DISCOUNT.....
.8
.8
.9
13
16
L7
L7
77
77
T7
t7
L7
18
18
18
18
18
18
19
19
19
20
Access to City of Lodl Site
I mplementation Contact.,..
Building Requirements
Cable I nstallation Requirements ..,........,...:
Asbestos Removal ...
Power a nd Envi ronmental Specifications....................,........
Site Layout.
Cable Plant and Cross Connect Records..,....
Network Serv¡ces Verification & Liaison
Receipt Of Equipment......,.
City of Lodi Supplied Equipment .,...,.,....,..
Remote System Access and Alarm Reporting ,...............
Statement of Work Modifications
Acceptance of SOW
Next Steps
Vertical Communications,Page2 8rcr20't9
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Contact lnformatlon
END USER
PROV¡DER OF SERVICES
Company Name:City of todi
Site Address:221.W. Pine St., Lodi, CA 95240
Primary Contact Name / Title Ben Buecher, lT Manager
Contact Address 22LW. Pine St,, Lodi, CA 95240
Phone Number:209-333-5560
E-rnail:bbuecher@lodi.gov
Compeny Name Vertlcal Communlcatlons, Inc.
Address:4717 E. Hilton Ave #400, Phoenix, AZ 85034
Prlmary Contact Name / Title:Kevin McCloud
Phone Number:602-638-5602
E-mail:kmccloud@vertical.com
Vertical Communications,Page 3 8t612019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Statement of Work Overview
Outlined in the following pages, hereafter referred to as the Statement of Work (SOW), is a clear description of
the services that Vert¡cal will provide to City of Lodi according to the implementation guidelines set forth ¡n this
sow.
Within this SOW, clear guidelines are also defined as to what City of Lodi's roles and responsibilities are to ensure
a successful implementation. Vertical will work closely with City of Lodi to resolve any implementation issues and
to accommodate any changes that need to be made to this SOW.
The intent of this SOW is to define the scope of services provided to Customer for the VolP Telephone System,
Unified Communications, and Contact Center. The City of Lodi and Vertical agree that Vertical's Response to the
RFP, Appendices, Schedules, Addenda, Best and Final Offer specifications, and written modifications (including
emails) to the RFP requirements are incorporated, by reference, into the SoW as indicative of the overall scope of
work under which Vertical is awarded the contrect (and as a material inducement for Customer to enter into
contract), further defining the responsibilities of each party.
This Statement of Work will not be able to capture every action item, deliverable or responsibility of each party. lf
an act¡on item ¡s not listed in the SOW but is reasonably required in order to meet the requirements and
specif¡cations of the RFP, it will be assumed to be included at no extra charge and the responsibility of Vertical if it
relates to the hardware, software or services being provided by Vertjcal. lf an action ¡tem is not listed and is solely
related to the inner workings of Customer's LAN/WAN, lT network, or business processes, it will be assumed to be
delivered by the City of Lodi (but with Vertical's support and consultation).
City of Lodi- RFP lmplementation Requ¡rements
Vertical has agreed to adhere to the requirements listed below as stated in the original RFP and Vertical's RFP
response. These will be incorporated as part of the Vertical Scope of Work. Modifications to the requirements
below are subject to mutual agreement between the City of Lodi and Vertical.
lntegration with Current LAN/WAN
City of Lodi will be retaining ¡ts current lT infrastructure, Vertical will work in concert with City of Lodi,
outside Vendors and other specialists to configure a LAN, WAN, and PSTN configuration that is L00%
operational and suitable for the Solution. Vertical will assist in providing consultation, best practice
recommendations, sample configuration scr¡pts and programming guides for the network hardware and
software revision levels that City of Lodi has deployed. Network consultation and engineering will include
all existing LAN/WAN switches, routers, and firewalls,
Vertical will install Cradlepoint LTE un¡ts in coordination with City of Lodi lT staff, City of Lodl will provide
activated SlMs for installation. Vertical Communications and City of Lodi will coordinate on network design
and planning to ¡ntegrate Cradlepoint,
VolP Network Readiness Assessment SoW
Vertical requires a comprehensive Network Assessment to be done prior to deploying any 8x8 VolP
customer. For the 8x8 solution being installed, Vertical will run an 8x8 Network Utility testing for each
location. This is a custom testing tool optimized for ensuring successful deployment of the 8x8 solution. This
will be run in two modes: Baseline (which identifies any basic problems with connectivity and conflguration)
and an Extended Media Test (which provides VolP callflow over an extended period of time).
Baseline tests include:
Vertical Communicat¡ons.Page 4 81612019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
¡ DNS test: Run a series of SRV and A-type quer¡es to verify DNS functionality'
o Ping test; Send out a ping to each of the data centers to provide baseline information about
connectivity to the data center.
¡ HTTP/HfiPS test: Check for HTTP and HTTPS connectiv¡ty (ports).
o NTP: Check the ability to sync with NTP servers.
r Outbound connectivity: Check for a range of ports that are required for 8x8 services (note that ports
for Virtual Contact Center are a subset of the ports reguired for Virtual Office).
o NAT; Understand the type of NAT implemented at your location.
¡ System info: View detailed information on the machine that ¡s running thetest.
¡ ALG: Check for the ALG settings on your edge firewall.
¡ Media test: Simulate VolP calls and provide call metrics,
. Fragmentat¡on test: Check if the route supports fragmentation.
. Traceroute test: Trace the route to the Geo-Routed data center.
¡ Bandwidth test: Approximate your bandwidth availability.
¡ Bufferbloat test: Test for a condition known as bufferbloat, which occurs in some access points and
routers when network equipment buffers too much data.
Next, an extended media test is run which provides VolP call flow over an extended period of time. This
testing can be scheduled around the City's needs. This testing will provide packet loss, jitter, latency,
fragmentation, and other tests to identify problem areas. All of this reporting will be analyzed by Vertical
staff and any problems or configuration changes identified.
lf required, Vertical can additionally run further testing using Appneta Pathview devices to ensure the City
of Lodi's requirements are met. Thls more customizable tool can be used to ensure city test specifications
are met exactly if there are any perceived gaps in the 8x8 testing tool. This tool is an additional cost as
outlined in the original RFP proposal response.
After the initial VolP network readiness assessment, Vertical will be required to explain, and price any
additional remediation recommended in order to achieve the goals above. Once City of Lodi has
implemented the remediation, and the network has been certified through a follow-up assessment, Vertical
and 8x8 are expected to guarantee the instellation (other than WAN carrier quality issues). lf the installation
fails the requirements in this Section (for example due to dropped calls, poor quality calls, static, echo):
o Vertical will have five days to ¡dentify the problem,
o City of Lodi (and WAN provider) will assist in problem identification/resolution under the direction of the
Vertical,
r Vertical will need to provide definitive proof that the problem exists in the underlying
Cabling/LAN/WAN/Network fabric if there ¡s an assertion to that effect,
¡ Vertical wlll have five additional days to correct the problem if it is in the hardware they haveprovided,
lnstallation
Vertical agrees to be compliant with the following customer reguests:
Responsibility - Vertical is solely responsible for the complete turn-key implementation of the new Solution
and all component hardwere, software, services, and labor. Vertical may designate their affiliates (including
sub-contractors, Service Provider, and Manufacturer), but Vertical remains responsible. Furthermore, City
of Lodi is not responsible for the installation of the Solution.
S¡nglePo¡ntofContact-Vertical will provideasinglepointof contactforall installationwork. Verticalshall
appo¡nt a Project Manager for the duration of the project, The Project Manager will be subject to City of
Lodi's final approval.
Vertical Communications,Page 5 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Progromming lnformotion - Vertical will be responsible to perform needs analysis, stat¡on reviews, cut
sheet database discovery, application discovery, cutsheet completion, and all programming, with City of
Lodi oversight.
Telco Coordination -Yertical Communications will coordinate the ordering of all PSTN, WAN, and ¡nternet
facilities as deemed necessary, City of Lodi and Communications Strategies may be asked for assistance
(Providing LOAs, providing nurnber inventories, etc.)
lnstollotion - Vertical will be responsible for placement and installation of all servers, gateways, telephones,
and all other supplied hardware.
Removal of Equipment - Vertical will also be responsible for removing the old (existing) felephone sets,
placing them into box cartons, and returning them to a central City of Lodi site,
Software Version - Vertical will implement the most recent and stable version of all supplied software. lf
the manufacturer releases a software update to fix flaws, bugs, or security during the installation timeframe
Vertical will update City of Lodi's system at the earliest reasonable opportunity during a scheduled
maintenance window. This maintenance window will be scheduled after hours for service impacting
upgrades to an operational and partially deployed system at no extra cost to the City ofLodi.
Proiect Plon - A master project schedule must be created, along with a work responsibility matrix, identifying
the tasks Vertical will perform and the tasks City of Lodi is expected to perform to successfully implement
the new system.
Security -The City of Lodi always requires that security compliance protocols be followed. This may require
some or all the following:
r Vertical employees being escorted to all work areas on City of Lodi premises;
. Exam¡nation and certification of installed systems, programs, applications and platforms (possibly in a
PoC, UAT or Sandbox environment) for cornpliance with City of Lodi security requirements and
protocols;
o lndividual background checks of Vendor/Manufacturer/SP employees working on solution installation;
o Other factors deemed necessary by City of Lodi management.
Vertical agrees to a training schedule that includes the following, The schedule may be modified upon
mutual consent of both the City of Lodi and Vertical.
¡ Training class sizes will not exceed more than 15 station users at a t¡me.
r Each user should have access to a live telephone instrument duringtraining,
¡ Classes should not exceed 60 minutes (45 minutes preferred)
¡ All users will require training on the Solution including telephones and all installed applícations
. CC agents and supervisors should rece¡ve additional CC specific training
o Operators will requlre trainlng on the new attendant console(s). Training should occur away from the
receptionareapriortocutover. Onthemorningofthelstdayofservice,Verticalshouldprovideonsite
personnel to assist the receptionist, as required, for a minimum of 2 hours.
. Three (3) users will require complete system administration training on all new systems implemented.
Knowledge transfer should occur during the full installation cycle. ln addition, administrators should be
provided a full orientation on the applications and tools they will need touse.
Training
Vertical Communications,Page 6 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
¡ Two to three (2-3) weeks after the initial training, Vertical should conduct 2 additional training sessions
at a place of the City's choosing for people that were on vacation, Power Users or Help Desk staff
showing how to use all advanced functionality.
Troin the Tro¡ner - Vertical will provide a training program as well as training materials. Training mater¡als
must be provided in soft copy, and all rights to the trâining materials will pass to City of Lodi once provided.
Vertical will lead 1 day of training with City of Lodi observing, City of Lodi will lead 1 day of training with
Vertical observing at Head Office, ln addition to these 2 onsite days of training, Vertical will include 8
additional hours of onsite training to be used as City of Lodi sees fit
Training Moteriols - Vertical will provide a training program as well as training materials. Vertical will
prepare a 1-2-page Quick Reference Guide handout that shows how to use the most commonly used
features of the Solution, including the phone system and voicemail. Training materials must be provided in
soft copy, and all rights to the training materials will pass to C¡ty of Lodi once provided,
Ðesk-sìde Traíning - Due to other commitments, it is often difficult to get Executives to attend training
classes. For this reason, please add 1 full day, or 2 half days of trainer time starting the first day of service
for walk-around and desk-side training at large locations, and t hour of desk-side training for small
locations,
Computer Bosed Troining (CBT)- ln addition, specify what computer-based training materials and videos
are available and whether they are included in the quoted price.
General lmplementation Guidelines
To ensure a successful ¡mplementat¡on per the Schedule of Equipment and Services attached below, Vertical
has defined the following general guidelines.
Roles, Responsibilities and Requirements
Over the years, Vertical 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 practlces and technology. The
Vertical implementation team will seek to uncover these intricacies and align our solution with them so
you can realize the full potential of your ¡nvestment. 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 all team members. Upon project commencement, a Vertical Project Manager will present
you with Roles, Responsibility and Requirement agreements to ensure we install your solution properly
and efficiently.
Project Schedule
Once City of Lodi has signed this SOW, Vertical will proceed with scheduling Vertical resources to begin the
implementation, Prior to the start of the implementation, Vertical will meet with representatives from City
of Lodi to develop an lmplementation Plan with key milestones for the implementation.
Vertical Communications and City of Lodi will coordinate on a phased deployment schedule that balances
speedy deployment with careful planning. lnitial phases specified are:
Vertical Communications, I nc,Page 7 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
o Civic Center
r Carnegie
. City Hall
r Annex
o Library
o Call center/ Finance Center
o Polace Department / Fire Houses
o paging
o MSC/EUD/WhiteSloueh/SWTP
e paging
Specific dates will be determined for all phases. This schedule may be changed or adjusted with the agreement of
City of Lodi and Vertical Communications.
Product Configuration
Vertical will provide Certified Engineers to perform all work under this SOW to comply with
manufacturers recommended implementation procedures and will, prior to cut-over, perform standard
test procedures to ensure equipment operates according to manufacturers published specifications,
Coinpletion of Services
Cut-over will occur once Vertical has completed the implementation per the lmplementation Plan.
Vertical Communications, lnc.Page I 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
8x8 Hosted VolP Solution - Serv¡ces and Del¡verebles
Date:
Prepared For:
Company Name:
Phone:
E-mail:
Quote lD:
Sales Rep:
8/6/20Le
Ben Buecher
City of Lodi
209-333-5560
bbuecher@lodi.gov
Requested Ship Tímefrome: Check with Customer
Solution Engineer:
8xB Hosted VolP Solutionr
8x8 Licenses: |'237)Xl Users, (225) X2 Users, (16) X6 Users
Hardware: (469) WX 411 and other Misc hardware itemized
below On-Site Pro Services lnstallation lncluded
237
225
16
Kevin McCloud
602-638-5602
kmccloud@vertical.com
qy Part Number
Carl Fulli
{408]|721-6t42
cfulli@vertical.com
Description
MRC (Monthly Reoccurring Cost)
X Series / Xl Users
X Series / X2 Users
X Series / X6 VCC Users
'ub-Totøl
lor MRC
Description
NRC (Non-Reoccurring Costl
VVX 411,12-Line, Color, Gig, HD
40 button DESIAtt Module
Soundstation lP 6000 Conf Phone
Polycom Provisioning
Obihai OBi300 l-Port ATA - Paging
Cradlepoint lBR900
Cradlepoint AER2200
Verizon SIM Card
Crad lepoint Activation
Plantronics Savi W730 Wireless Headset
Polycom 6000 extended mics
Overhead Paging
Pro Servlces lnstallatlon
Pro Services On-Site lnstall
vosvco216-01M
vosvco216-02M
vo5vc0216-06M
Part Number
2200-484sO-025
2200-46300-025
2200-15600-001
50270307
2200-49530-001
MA1-0900600M-NNA
BA1-2200600M-NNN
VZW 4G SIM
MCONFIG
PLN-8354311
2215-07155-001
vosvc0s49
V8 ONSITE SP
unit sell
Srz.eo
5zr.so
Sgo.oo
unit sell
s170.99
s105.oo
ssgs.00
$o.oo
S80.oo
5864,oo
51,L24.00
s0.00
ss0.00
S2s9.80
Szgs.oo
So.oo
Ext Sell
s2,986.20
54,837,s0
$i.,440.00
s9,263.70
Ext Sell
s80,194.31
s73s.00
s2,380.00
So.oo
ss60.oo
S3,456,00
52,248.O0
So,oo
53oo,oo
$3,117.60
S29s.oo
s0.00
gv
469
7
4
479
7
4
2
5
6
t2
1,
7
478 s65.00 53t,ozo.oo
Vertical Communications, lnc.Page 9 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
1 TRAVEL Travel Expenses Misc 75
Sub-Totdl Íor NRC sL32,730.9t
Pricing excludes taxes and is valid until 9/30/19
The total monthly recurring costs for this quote are $9,263.70.
The total non-recurring costs including equipment forthis quote are $132,730.91.
Hardware requires 50% upfront payment,
Term and Renewal
The Agreement shall become effective on the date that the Parties enter ¡nto 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 Rights)
and (b) the date of expiration as set forth in the next sentence (the "Effectlve 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, notice to 8x8) at least thirty (30) days prior to the end of such Term;
(ii) cont¡nue 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 (30) days prior to the
end of such Term;
(iii) or automatically renew for a twelve- (12-) month renewal term if neither of the foregoing applies.
Breach of Agreement Transition
lf Vertical materially breaches the contract, goes out of business, or ceases to offer 8x8 services, then the
customer can transfer service d¡rectly to 8x8.
However, a new agreement with 8x8 would be needed at that time. The service transition should be seamless.
Ownership of City DID numbers
lfatanypointtheCityofLodidecidestoterminatethecontract; foranyreasonincludingVerticalorSxSdefault,orbreach,
as well as for no fault; Vertical and or 8x8 will assign ownership of the DID numbers to City of Lodi and allow the C¡ty to port
to another carrier, even ifthe City is in breach of contract.
lnsurance Requirements for Vertical
Vertical shall take out and maintain during the life of this agreement, insurance coverage as as set forth in Exhibit C attached
hereto and incorporated by this reference,
Order of Precedence
Notwithstanding any language in any attached document (including but not limited ltem 1..3 in the Reseller-Customer Terms
for Resold 8x8 Vlrtual Office and Virtual Contact Center services) to the following will be the order of precedence for any
conflicting terms:
8X8 VIRTUAL OFFICE AND VIRTUAL CONTACT CENTER SERVICE TERMS FOR 8X8 RESELLER CUSTOMERS
Last Updated: November 30, 2018
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Vertical 8x8 Terms
Vertical Service Level Agreement
Vertical RFP response
Vertical Communicalions, lnc.Page I 0 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
cRtTrcAt cusroMER Nofl FlcATloN ("ccN")
As a user of VolP Based Services, you may, on occaslon, have reason to dial Emergency Servlces or'9tl'
Please be advised.
EMERGENCY SERVICES OR '911' MAY NOT BE ACCESSIBLE FROM YOUR VOIP SERVICE UNDER CERTAIN
CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO:
. ,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 DAÏA SERVICE PROVIDER,
. A FAILURE OR CONGESTION OF THE VOIP NETWORK PROVIDING YOUR VOIP SERVICE, THE PUBLIC
swtTHcED TELEpHONE NETWORK (PSTN), THE 9Il SERV|CE PROVTDER',S NETWORK OR THE EMERGENCY
SERVICES NETWORK.o THE USE OF THE SERVICE OUTSIDE THE CONTINENTAL USA
r SHOULD YOU HAVE MOVED THE VOIP DEVICE, DELAYED lN PROVIDING OR FAILED TO PROVIDE
ACCURATE LOCATION TNFORMATION 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 DISCONNECI-ED OR SUSPENDED FOR NON-PAYMENT OR FOR ANY OTHER
REASON.
FURTHER, IN SOME INSTANCES YOUR 911 SERVICE MAY BE LIMITED TO TRADITIONAL 9ll SERVICE RATHER THAN
ENHANCED 911 (OR '.E-911',), W|TH E-91.L YOUR ADDRESS AND CALLBACK TNFORMATTON tS AUTOMATICALLY
PROVIDED TO THE EMERGENCY SERVICES SYSTEMS. IF E-911 SERVICE 15 NOT AVAILABLE IN YOUR AREA OR AT THE
TIME OF YCIUR 91]. CALL, THEN, THE SYSTEM MAY DEFAULT TO TRADITIONAL 911 SERVICE AND YOU MAY BE
REQUIRED TO VERBALLY INFORM THE 911 CALL TAKER OR EMERGENCY RESPONDER OF YOUR ADDRESS AND
PHONE NUMBER.
CALLBACK FROM THE EMERGENCY SERVICES MAY ALSO FAIL UNDER CERTAIN CIRCUMSTANCES
INCLUDING, BUT NOT LIMITED TO:
THE USE OF CALL FORWARDING, 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 LABET ON YOUR
votp DEVrcE, ANY pHONE THAT MAy BE CONENCTED (ETTHER DTRECTY OR INDRIECTLY) TO THE VOIP DEVICE, AND
AT OTHER PROMINENT LOCATIONS 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 WARNING LABELS TO THE APPROPRIATE DEVICES.
FURTHER, AT ALL CORPORATE LOCATIONS UTILIZING THIS VOIP SERVICE, YOU ARE HEREBY ADVISED TO TAKE
ALL MEANS POSSIBLE TO ENSURE THAT EMPLOYEES, GUESTS, AND ANY OTHER PERSONNEL THAT MAY UTILIZE
THE VOtp DEVICE/SERV|CES ARE AWARE OF THE LtM|TATTONS OF THE EMERGENCY SERVTCES tN ACCORDANCE
WITH THIS CUSTOMER NOTIFICATION, AND ARE MADE AWARE OF THE ALTERNATIVE METHODS OF ACCESSING
911 SERVICES IN THE EVENT OF A FAILURE OF THE VOIP SERVICE.
Please print this 911 Warning label for use on any publicly accessible phones -
a
a
Vertical Gommunications, lnc.Page 11 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
WARtflll6: 911 $sßice may be limiled 0n tour Vrlp Seßice,
Votce Sen¡tee, inrludrnç tt1, vill l$neùon diflsrenüy 0r nol al all:
r 0unng ðn elÊclricôl povrer cr broadband provader outage 0r ülher fûilure d lhr VolF device sr dðta n¿trJork connect¡ûn, including
toflgüsltçn 0t lha data n€t'rCIrL
. llyouhavemovadüeVolPdelrce,$ilTouðr*usinglherêßlc€Õrjlside0ltheconttnenlalUSÂ,
911 AND EMERGENCY SERVICES NOTICE
BY SIGNING BELOW, CUSTOMER ACKNOWLEDGES AND INDICATES THAT IT HAS REVIEWED THE NOTICE RELATED TO 911
AND EMERGENCY SERVICES AT https://www.8x8.com/terms-and-conditions/9L1-notice
Signature
Name Title
Company Name
Date
Main Service Address
Clty, State, Zipcode
City of Lodi
8l6l20ts
22tW. Pine St.
Lodi, CA 95240
By signing below, City of Lodi agrees to a 36-month term and with an option to extend for two extensions of one year
term (contract extensions will not increase price beyond 3/oover the CPI-U change from contract signage to renewal);
and to the 8x8 Master Service Agreements and Vertical 8x8 terms 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 Lodi
certifies they have read the Customer Critical Notification Concerning Emergency Services (E911) in this document.
Vertical Communications, lnc.City of Lodi
Authorized Representative Authorized Representative
Printed Name Printed Name
Date Date
Approved as b Fom:
JAN ICE D.
Vertical Communications, lnc.Page 12
City Attorney
8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
12 MONTH PRE-PAYMENT D]SCOUNT
VERTICAL WILL PROVIDE A 3% DISCOUNT OFFTHE MONTHLY 8X8 USER RATE IF 12 MONTHS OF PAYMENTS ARE
PAID UP FRONT EACH YEAR. IF A PRE-PAYMENT IS NOT MADE, THE NORMAL MONTHLY USER RATE WILL BE
CHARGED AND BILLED MONTHLY.
Vertical Communications, lnc,CIty of todi
Authorized Representative Authorized Representative
Printed Name Printed Name
Date Date
Apprwed esto Fom:
JANICE O.I\IAGDICHTT -city Attomey
Ñ
Vertical Communications, I nc.Page 13 8t6t2019
8x8,lnc.
The Standard Letter of Aeencv Document
A Letter of Agency (LOA) must be completed by the end-user and supplied to 8x8 lnc upon request. The LOA must
contain the name and current service address ofthe end- user and the numbers that will be ported to 8x8 lnc from the
end-user's current carrier. The LOA used must comply with FCC regulations and must be dated and signed by the end-
user or a person who has the authority to act as a legal agent.
Dear Customer,
Thank you for choosing 8x8 lnc as your telephone service provider. As you are aware, you may continue to use
your existing telephone number(s) with 8x8. ln order to trans¡tion your current telephone number(s) to the 8x8
service, 8x8 must work with your previous service provider(s) to ensure that your service is uninterrupted, and
where applicable, to ensure that your number is transferred,
Your current service provider requires a Letter of Authorization as proof that you have explicitly author¡zed and
requested that your service and current telephone number be transferred to another local service provider,
Please ensure the following information is completed accurately to prevent possible delays.
(Circle) Business or Residential
Business Name
Person authorized to make this request if a business:
Service Addres$l Floor, etc:
City:State:
-
Zip Code: _
Current Service Provider:
tNote that all Telephone Numbers listed below must be associated with this Name
Number{s) to Transfer
Bíllins Telephone Number (BTN)-
*lf you are not sure what your BTN is, please call your Current Serr¡ice Provider
*lf you are porting more numbers than listed, please attach an Excel spread sheet.
PLEASE REMOVE ANY FEATURES (i.e,, Hunt Group) ASSOCIATED WITH THESE NUMBERS PRIOR TO SUBMITTING THIS
LOA. ADDITIONALY, PLEASE DO NOT PLACE ANY NEW SERVICE ORDERS OR DISCONNECTS WITH YOUR CURRENT
SERVICE PROVIDER ON THIS ACCOUNT, AS THIS WILL CAUSE A DELAY IN PORTING YOUR NUMBERS.
The Customer selects 8x8 as the network carrier for all localcalls, ínterstate toll calls and interstate toll and
international calls, for the telephone number(s) listed above.
The Customer understands that only one telecommunications carrier may be designated as the subscriber's interstate
or inter LATA preferred inter-exchange carrier for any one telephone number,
The Customer may consult with the carrier as to whether a fee will apply to the change in the Customer's preferred carrier,
This Limited Agency Authorization shall become effective from the date written above and shall remain in fullforce and in
effect for ninety
(go)days or until terminated by Customer or Agent upon thirty (30) days prior to written notice, This letter does not
stop the customers from acting on their own behalf,
By signing below, I des¡gnate 8x8 Inc to transfer my service from my current provider to 8x8 lnc. By signing below,
I also authorize 8x8 lnc to transfer my current telephone number used to provide service so that 8x8 lnc may
provide its network seryice to me. By s¡gning below, I also authorize 8x8 lnc to obtaln billing information,
customet service records, and other information required to provlde me with service on the 8x8 lnc network, I
ðs
r
)
Signature:
undeßtend that I mayconsult wlth 8x8 Inc as to whethêr a fee will apply to the change.
Printed End-User Name:Date:
@ 2014 8x8 lnc. All Right Reserved.
The 8x8 lnc logo is a registered service mark of 8x8 lnc, in the Un¡ted Stat€s and/or other countr¡es
App¡oædeob Fom:
JANICE D, MAGDICH
clryAtbrney tr
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Kev Requirements - Citv of Lodi
Vertical has defined below key requirements for City of Lodi to ensure successful implementation per the Schedule of
Equipment and Services. They are as follows:
Access to City of Lodi Site
City of Lodi will provide full access to all of City of Lodi's premises as needed by Vertical to perform its
responsibilities unde.r 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 Lodi will also provide a
suitable work area for Vertical personnel.
I mplementation Contact
City of Lodi will assign an implementation contact within City of Lodi for Vertical to contact during the entire
implementation phase. Along with the implementation contact, City of Lodi will also provide Vertical with
access any lnformation Technology (lT) professionals within City of Lodi who are able to make decisions
regarding key LAN/WAN/Te|ephony issues.
Building Requirements
ln 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 Lodi. lf 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,
Cable lnstallat¡on Requirements /
City of Lodi 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 Lodi is responsible for
any additional costs that may be incurred for the supply and installation of any infrastructure that is
required for the cable installation. lt is assumed that any existing cable ducts, troughs and/or conduits have
sufficient space remaining to ¡nstall new cabling as required for this implementation.
Asbestos Removal
City of Lodi must identifo asbestos contaminated areas prior to implementation. Vertical will cease any further
work in any areas that Vertical discovers any unknown asbestos while working on the premises. Vertical will
not cont¡nue 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 Lodi.
Power and Environmental Specifications
Vertical will provide City of Lodi with the necessary power and environmental specifications published by the
equ¡pment manufacturer. lt is assumed by Vertical that City of Lodi has adhered to these specifications as
well as any local electrical code requirements. C¡ty of Lodi will provide power to purchased equipment
through an adequate number of circuits provisioned according to the equ¡pment manufacturer's
specifications, lf City of Lodi has not met the above, City of Lodi will assume responsibility for the cost to
supply and install any infrastructure required to accommodate the published specifications, Vertical
recommends the ¡nstallation of a UPS providing 60 minutes of standby power. lnstallation of power
conditioning/surge suppression devices for all equipment is highly recommended.
Vertical Communications, lnc,Page 16 8t6t2019
8xB Cloud VolP Statement of Work & Agreements - City of Lodi
S¡te Layout
lf available, City of Lodi will provide Vertical with signed, complete and accurate current floor plans that
identify the placement of all desktop devices, voice mailbox users and PCs. lf City of Lodi requests
generation of required floor plans by Vertical, Vertical will provide City of Lodi with additional quote for
these seruices,
Cable Plant and Cross Connect Records
City of Lodi's existing cable plant should conform to the EIA-T5688 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 Lodi will provide 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 requlrements will be assumed by City of Lodi to include the ordering and
delivery acceptance of any required network services (unless otherwise requested by City of Lodi.) A
delivery 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 Lodi and Vertical).
Vertical requires up to date Network Service Provider records to include information regarding existing
network services and City of Lodi site and any planned services with expected delivery dates, lf these
records are not accurate and Veftical needs to then verify and document existing network serv¡ces, Vertical
will provide an additional quote to City of Lodi for these additional charges prior to proceeding with the
implementation.
Receipt Of Equipment
Vertical will coordinate equipment delivery with City of Lodi 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 Clty of Lodi site, Vertical and City of Lodi 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 t¡me of delivery a Notice of Equipment Delivery (NED) form which will be signed by the designated
contacts for City of Lodi 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 Lodi. Any
costs incurred for required building alterations relating to the equipment installation outlined in this SOW
are the responsibility of City of Lodi.
Once the equipment arrives on City of Lodi site, City of Lodi is responsible for all the equipment and for
providing secure storâge for the equipment.
Training
Training of endpoints will be provided by Vertical as outlined in the lmplementation Plan. Vertical and City of
Lodi will agree on scheduling of these train¡ng courses. City of Lodi is responsible for communicating the
scheduled times to their employees. ln order to provide adequate training, City of Lodi is to make available
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 Lodi
Vertical Communications, lnc.Page 17 8t6t2019
8xB Cloud VolP Statement of Work & Agreements - City of Lodi
upon etion training.
City of Lodi Supplied Equipment
All City of Lodi provided servers and client PC's must meet the hardware and software specifications required
for all application software purchased. Vertical will provide City of Lodi with these specifications prior to
installation.
lf the equipment does not meet specifications, Vertical will provide City of Lodi with the additional charges
required to meet specifications. lf City of Lodi intends to utilize any exist¡ng OEM equipment with the
proposed equipment outlined in this SOW, City of Lodi 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 System Access and Alarm Reporting
Vertical recommends Remote System Monitoring for better efficiency in performing any diagnostics or
database changes. lf City of Lodi would like to take advantage of Remote System Monitoring, City of Lodi must
provide remote system monitoring access to Vertical, This service is an additional charge to City of Lodi,
Statement of Work Modifications
City of Lodi shall communicate to Vertical any changes or modifications requested to this Statement of Work. lf
Vertical accepts and agrees to the changes, Vertical will modify this SOW or issue a Change Order form with the
accepted changes, Vertical will also make modifications to the Schedule of Eguipment 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 Lodi to review the changes to ensure 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 Lodi to this
Statement of Work.
Acceptance of SOW
By City of Lodi signing the below, City of Lodl 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. ln addition,
by signing this SOW City of Lodi acknowledges that they will undertake site preparations and meet network
specifications as detailed in the Key Requirements section of this SOW.
Vertical Communications, lnc,City of lodi
Authorized Representative Authorized Representative
Pr¡nted Name Pr¡nted Neme
Title
Date Date
e
JANICE D. MAGDICH
cltyAttorney
Vertical Communications, lnc.Page 18 8t6t2019
8x8 Cloud VolP Statement of Work & Agreements - City of Lodi
Next Steps
Upon acceptance of this SOW, Vertical will initiate the following next steps:
Contact City of Lodi to schedule implementation dates and introduce Vertical's Project Manager
Assign trained and certified technical resources following confirmation of scheduled ¡mplementation
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 Lodi. During this meeting, Vertical will introduce the
implementation team, work with City of Lodi 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 Lodi to address any outstanding quest¡ons or areas ofconcern.
Begin implementation according to this statement of work and the agreed implementation schedule.
a
a
a
a
Vertical Communications, lnc,Page 20 81612019
EXHIBIT C
NOTE: The City of Lodi is now uslng the online insu¡ance prognm PINS Advantage. Once you have heen awarded a
contract you will recelve an email from the Clty's online insurance program requestlng you to fotward the ømail to your
Insurance provider(s) to submitthe required insunance documentat¡on electronicatly
lnsurance Requir€ments for lT Vendor Se¡vices
Contractor shall procure and maintain for the duration of the contrect insurance against claims for injuries to persons or damages
t-o property which may arise from or in connection with the performance of the work hereunder and the results of that work by [he
Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Gommercial General Liability (CGL): lnsurance Services Office Form CG 0O o1 covering CGL on an "occurrence" basis, including
products and completed operations, property damage, bodily inlury and personal & advertising injury with limits no less than
$1,000,000 per occurrence. lf a general aggregete limit applies,'either ttre general aggregate t¡m¡t énál¡ apply separately to this
projectilocation (lSO CG 25 03 or 25 04) or the general aggregate l¡mit shall be twice the required occurrence limit.
2- Automoblle Liability: ISO Form Number CA 00 01 covering any auto or if Contractor has no owned autos, then hired, and non-
owned autos with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers'Compensation: as required by the State of California, with Statutory Limits, and Employe/s Liability lnsurance with limit
of no less than $1,000,000 per accident for bodily injury or disease.
4' Cyber Liability lnsurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall
be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreemlniand shall include, but
not be limited to, claims involving infringement of intellectual property, ¡ncluding but not limited to infringement of copyright,
trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic informãtión, release
of private information, alteration of electronic information, extortion and network security. . The policy shall provide coverage for
breach response costs as well as regulatory fìnes and penalties as well as credil monitoring expenses with limits sufficieni to
respond to these obligations.
Other lnsurance Provlslons:
Addltional Named lnsured Status
The C¡ty of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are lo be covered
as additional insureds on the CGL and auto policy with respect to liability arising out of work or operations performed by or on
behalf of lhe Contractor including materials, parts, or equipment furnished in connection with such work or operations, éeneral
liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO FormcG20 101185orif notavailable,throughtheadditionof bothCG20 10,CG2026,CG2033,orCG2038; @CG2037if a
later edition is used
PLimarv and Non-Conlrlbutorv lnsurance Endorsement
The limits of insurance coverage required may be satisf¡ed by a combination of primary and umbrella or excess insurance, For
any claims related to this contract, the Coniractor's insurance coverage shall be primary coverage at teast as broad as ISO CG
20 01 04 13 as respects the Entily, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained
by the Entity, its officers, officials, employees, or volunteers shall be excess of the Contrector's insurance and shall not contribute
with it.
lVaiver of $ubrogatign Contractor hereby grants to City of Lodi a waiver of any right 1o subrogation which any insurer of said
Conlractor may acquire against the City of Lod¡ by virtue of the payment of any loss under such insurance. Coniractor agrees to
obtain any endorsement that may be necessary to afiect this waiver of subrogation, but this provision applies regardless of whether
or not the City of Lodi has received a waive¡ of subrogation endorsement from the insurer
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) and (c) aboue: 221Wesl Pine Street,
Lodi, California, 95240i (2) The insurance certificate must state, on its face or as an endorsement, a description of the 4iq!that it is insuring.
Severabilitv of lnterest Clause
The term "insured" is used selerally and not colleclively, but the lnclusion herein of morÊ than one insured shall nol operate toinc .
(a)
(b)
(c)
(d)
(e) Notice of Cancellation or Chanqe in Coveraqe ËndorsemenlÏhis policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such
cancellat¡on or reduclion ¡n coverage to the Risk Manager, City of Lodi, 221 West pine St., Lodi, CA 95240.
(f) Continuitv of Coveraoe
All policies shall be in effect on or before the flrst day of the Term of this Agreement. At least thirty (30) days prior to the expiration
of each insurance policy, Contractor shall furnish a certificate(s) showing ihat a new or exlended policy hâs been obtained which
meets the minimum requirements of this Agreement. Contractor shall provide proof of continuing insurance on at least an annual
basis during the Term. lf Contractor's insurance lapses or is discontinued for any reason, Contractor shall ¡mmediately notify the
City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided tó the
City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with tné claims period or
statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 et seq.).
(S) Failurq.to_Comolv
lf Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the Ciiy may obtain
lhe insurance, Contractor shall reimburse the City for premiums paid, wilh interest on the premlum paid by th-e City at tne måximumallowablelegalratethenineffectinCalifornia. Tfre_Cityshall notifyContrâctorofsuchpaymentofþremiúmswlthinlhirty(30)days
of pâyment stating the amount paid, lhe name(s) of ihe insurer(s), and rate of inlerest. Óontractor shall pay such reim'¡ursáme'nt
and ìnterest on the first { 1 st) day of the month following the City,s notice. Notwithstandlng any other provislon of this Agreement,
if Conkactor fails or refuses to oblain or mâinla¡n insurance as required by this agreemeñ, oi fails to provide proof of ìñsurance,the City may terminate this Agreement upon such breach. Upon such terminatiorl Contraclor shall immediateiy cease use of the
Site or facilities and commente and diligently pursue the removal of any and all of its personal properly from thå site or facilities.
(h) Verification ot Covereæ
Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates andamendalory endoæements or copies of the applicable policy language effecting coueraie ieiritreo -by
this clause, Alt cerlif¡cates
and endorsemente are lo be received and approved by the Cily before work commenoãs. Hor¡vever. iailure to oblain the requireOdocumenls prior lo the_work beginning shall not waive the Consultant's obligation to provide them. The City reserves the rijnt torequire çomplete, certifled copie-s of aÌl required insurance policies, including endorsåments required by thèse specificationi, atany time. Fallure to exercise this right shâll not constitute ar waiver oi tne City's right io exercise after the effectivedate.
(i) Self-lnsured Retentions
Seltinsured relenlions musl be declared to and approved by the City The City may require the Consultant to provide proof of abilityto pay losses and related investigalions, claim administralion, and defense exþens'es within the retention. The policy långuaga shailprovide, or be endorsed to provide, lhat the self-insured retent¡on may þe satisfied by elther the named insure'd or bity. -
û) fnsurance Limite
The limils of ¡nsurance described herein shall not l¡mil the l¡abil¡ty of the Contraclor end Contractor's officers, employees, agents,representatives or $uþcontractors. Coniractor's obligation to defend, indemnify and hold the City and its otficãrs, officials,em¡loyees, agents and volunteets harmless undertheFrovisions of this paragraph is not limited to or restricted by any requirement
in the Agreement for contractor to procure and maintain a policy of insuiance.
(k) Subcontractors
Consullant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, andConsultant shall ensure that City is an additional insured on insurance required from subcontraciors
(l) Claips Made Policies
lf any of the required policies provide coverage on a claims-made basis:
'1 . The Retroactive Dale must be shown and musl be before the date of the contract or the beginning of contract work.2. lnsurance musl be maintained and evidence of insurance must be provided for at least Rvã 1S¡ yéars after completion of thecontract of work.
3' lf ooverage iscanceledornon-renewed, and notreplacedwith anotherclaims-mãde policyformwith â RÊtroactive Date prior
to the eonlract effective date, fhe Consultant must purchase "extended reporting" coveragÊ fôr a minimum of five (5) y..ts åftu'completion of contracl work.
(m) Qualifiedlnsurerfs)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in the State of
California which are rated at least "A-, Vl" by the AM Best Ratings Guide, ãnd which are acceptabte to the City. Non-admitted
surplus lines carriers may be accepted provided they are included on the most recent list of California eligibleiurplus lines
insurers (LESLI list) and otherwise meet City requirements.
Page 2 | of2 pages I Risk: rev. 31112018
8x8 Vrnrunl Orr¡cE AND VrRruRl Corurncr CrrureR SeRvrce Tenvrs ron SxSRESELLER
Cusrorurns
Last Updated: November 30, 2018
THESE TERMS SHOULD BE READ CAREFULLY, AS THEY AFFECT THE PARTTES' LEGAL RTGHTS BY, AMONG OTHER THINGS,
LIMITING RESELLER'S LIABILITY UNDER THE A6REEMENl
1.. GENËRAL
1.1. Applicability and Scope, These 8x8 Virtual Office and Virtual Contact Center Serv¡ce Terms for 8x8 Reseller
Customers and all content expressly incorporated herein (these "Terms") apply to those customers of a reseller of 8x8, lnc.
("8x8") that have agreed to or accepted these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller
Customers in connect¡on with ordering 8x8 Virtual Office and/or 8x8 Virtual Contact Center services (such services (whether
stand-alone, included in 8x8 Editions or 8x8 X Series, or otherwise bundled with other services), including allcomponents
thereof, the "8x8 SaaS Serv¡ces") from or through such reseller. For such customers, these Terms apply w¡th respect to all 8x8
SaaS Services and Project Services {together, "services") and Equipment ordered or provided under the Agreement (as defined
below) (such Equipment, "Ordered Equipment"; such Services and equipment, together, "Ordered Products"). The 8x8 Virtual
Office and Virtual Contact Center Regional Terms for 8x8 Reseller Customers included at the end hereof (the "Regional Terms")
are a part of, and incorporated in, these Terms.
L.2. The Agreement. On the first occasion that the legal entity in whose name Reseller agrees to provide Services
("Customer") performs any of the following acts, such entity thereby enters into a legally-binding contract with Reseller that
shall govern all ordering, acquisition, accessing, and use of Ordered Products (the "Agreement"): (a) entering into an order or
other document that incorporates these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers
or otherwise agreeing to or accepting these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller
Customers or (b) accessing or using any 8x8 SaaS Services after being notified that these 8x8 Virtual Office and Virtual Contact
Center Service Terms for 8x8 Reseller Customers apply to such 8x8 SaaS Services or to such accessing or use thereof. The
Agreement shall include all terms and conditions between Customer and Reseller (each a "Party" and together as the
"Parties") related to the ordering, acquisition, accessing, or use of Ordered Products (including without limitation these Terms)
and all orders of 8x8 SaaS Services and/or Equipment entered into or placed by or on behalf of Customer, each of which shall
be subject to these Terms. For avoidance of doubt, any transaction, dealing, or relationship between the Parties - and any
terms, conditions, documents, materials, or other content agreed to or entered into by, or otherwise applicable to, Customer
and Reseller - that are unrelated to the Ordered Products or the ordering, acquis¡t¡on, accessinS, or use thereof(e.g,,
Customer's ordering from Reseller goods or servlces other than the Services or Equipment) (each such transaction, document,
etc., an "Extraneous Agreement") shall be outside ofthe scope ofthe 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. lF SUCH INDIVIDUAL DOES NOT HAVE
SUCH AUTHORITY OR DOES NOT AGREÊ TO THESE TERMS, THEN HE/SHE SHOULD NOT ACCEPT THESE TERMS, ENTER INTO ANY
ORDER, OR ORDER, ACCESS, OR USE THE 8x8 SaaS SERVICES OR AUTHORIZE OR PERMIT ANY OTHER PERSON TO DO SO.
1.3, Conflict. ln respect of the Ordered Products and other matters within the scope of this Agreement, the Agreement
shall take precedence and control in the event of any conflict or ¡nconsistency with any Extraneous Agreement. ln the event of
any conflict between these Terms and any other component of the Agreement, these Terms shall take precedence and control.
7.4. Relationships Among Reseller, Customer, and 8x8. As a supplier of Reseller with respect to the 8x8 SaaS Services
and Equipment, 8x8 and/or its Affiliates may make available, provide, maintain, support, administer, and/or implement the
Ordered Products and/or perform billing, collection, or otherfunctionswith respecttothe Ordered Products and/orthe
Agreement. Consequently, certa¡n components or aspects of the Bx8 SaaS Services (including without limitätion certain
software applications available for download and/or for use in connection therewith) and/or Equipment may include the
branding of 8x8 or its Affiliates, and certain provisions of these Terms or other components of the Agreement may refer or
relate to 8x8, its Affiliates, or the products or services offered by them. Customer and Reseller acknowledge and agree that
notwithstanding the foregoing, (a) neither 8x8 nor any of its Affiliates are the service provider under the Agreement or
otherwise in respect of any Ordered Products; rather, in entering into the Agreement, Customer ls enterlna Into acontroct
1VO/VCC Service Terms for Reseller Customers (SB - 11/30/2018)
solelv ønd excluslvelv wìth the non-9x8 entltvfiesl fromlthrouqh whích ìtgrderc the Ordered Products (ßeseller"l, and the
Agreement is solely between Customer and Reseller and (b) in no event shall 8x8 or any of its Affiliates, by virtue of these
Terms or the Agreement, or Customer's ordering, acquisition, accessing, or use of Ordered Products, (i) be or be deemed to be
a party to the Agreement or (ii) have any obligation, liability, or responsibility to Customer or any other party (nor shall
Customer or any other party have any right or remedy that may be enforced or asserted against 8x8 or any of its Affiliates by
virtue of or under these Terms or the Agreement). Accordingly, Customer agrees that it shall look solely to Reseller for the
fulfillment of any and all obligations owed to Customer, its Affiliates, and/or other related parties under the Agreement and
shall not seek to enforce the Agreement or assert or enforce their rights or remedies thereunder against 8x8 or its Affiliates.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY RELEASES, DISCHARGES, AND HOLDS HARMLESS 8X8, ITS
AFFILIATES, AND THEIR RESPECTIVE PERSONNEL AND PARTNERS (OTHER THAN RESETLER) FROM AND AGAINST ANY AND ALL
cLAtMS AND/OR L|ABtLITy UNDER OR WtTH RESPECT TO THE AGREEMENT AND/OR THE ORDERED PRODUCTS.
1.5. Applicability Throughout the Access Perlod, Customer agrees and acknowledges that the restrictions and
requirements applicable to Customer under these Terms are ¡ntended to apply throughout the entire Effective Period and all
other periods during which the 8x8 SaaS Services ordered under the Agreement ("Ordered 8x8 SaaS Services") are available,
even if any such periods are subsequent to termination or expiration of the Agreement (the Effective Period and all such other
periods, collectively, the "Access Period"). Accordingly, Customer agrees that it shall comply with such restrict¡ons and
requirements forthe entire Access Period, and its obligations related to such restr¡ctions and requirements shall survive any
termination or expiration of the Agreement and cont¡nue to apply during any such periods,
2. 8x8 SaaS SERVICES
Z.L, Ordering 8xB SaaS Services. Customer may order 8x8 SaaS Services under the Agreement, in each case by entering
into a written order prepared by or on behalf of Reseller for the same with Reseller pursuant to the Agreement ("Orders").
Orders shall be:
(a) deemed entered into by, and shall become effective and legally binding on, the Parties upon (i) execution by Customer
(or execution by both Parties if the Parties have agreed in writing that the foregoing shall be required for Orders to be
effective) or (ii) completion by Customer of an electronic "click-through" or "click to accept" process of Reseller or its
Partner and
(b) coterminous with the Agreement (i.e,, shall terminate, renew, and/or exp¡re at the same tlme as the Agreement, in
accordance with Sections 1L (Term and Renewal) and t2 (Termination)).
Upon placement of an Order, the applicable Ordered 8x8 SaaS Services shall be provisioned, a tenant and account shall be
automat¡cally created for Customer, and Customer's designated administrator shall receive email instructions and credentials
necessary to access such Ordered 8x8 SaaS Services, assign lines and/or seats to individual users, and otherwise enable
Customer to access and use such Ordered 8x8 SaaS Services ("Provisioning"),
2.2. Reseller Responsibilities With Respect to 8x8 SaaS Services
2,2,t. Bx9 SaaS Services Availability. Reseller shall, itself or through one or more of its vendors, subcontractors,
wholesalers, suppliers, or other service-providers (each, a "Partner" of Reseller) or Aff¡l¡ates, 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 Servicesduring
Reseller's regular business hours (or such other hours agreed to in writing by the Parties) via those particular telephone
numbers, email addresses, web chat interfaces, and/or other support channels expressly specified by Reseller for such purpose
(the "Approved Support Channels").
2.2,3. 8x8 Saa5 Services Prlcing Commitment. Except to the extent otherwise expressly agreed in writing by the Parties,
(a) the Service Fee rates for Ordered 8x8 SaaS Services shall be as set forth in the applicable Order, and, during the lnitialTerm,
Reseller may not increase any such rates, (b) after the lnitial Term, Reseller may, at any time, increase such rates up to - but
not in excess of - the then-current l¡st price for the applicable ordered 8x8 SaaS Services, (c) when Customer orders Ordered
gxg SaaS Services for the first time ¡n 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.
2VO/VCc service Terms for Reseller Customers (SB - 11/30/2018)
2.2,4. Changes to Ordered 8x8 SaaS Services. Reseller may not change Ordered 8x8 SaaS Services in any way that
materially reduces their overall functionality or security (based on customary usage in the United States ("US"), the United
Kingdom, Australia, and Canada (the "Primary Market")), except with Customer's written approval. Reseller may, however,
make other changes or perform upgrades to Ordered 8xQ SaaS Services, provided that Reseller shall provide advance
notification to Custorner of any such change or upgrade if reasonably practicable or otherwise promptlythereafter.
2.2,5. Content and Data Protection. Reseller shall implement and maintain commercially reasonable administrative,
physical, and technical safeguards to protect the content of all communications transmitted, received, and/or stored through
any Ordered 8x8 SaaS Services (Customer's "Content")from unauthorized access and use. Customer shall remain the owner of
its Content. The Parties acknowledge and agree that (a) Reseller's and its Affiliates' and Partners' role with respectto
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 FEE5, AND TAXES RELATED TO ORDERED 8x8 SaaS SERVICES FOR THE ENTIRE
PERIOD BEGINNING ON THE EFFECTIVE DATE OF CUSTOMER'S FIRST ORDER AND CONTINUING FOR THE NUMBER OF MONTHS
TDENT¡FtED THERETN AS THE "TERM," "tNtTtAL TERM," OR StMtLAR PERIOD (OR, WHERE NO SUCH PERIOD lS SO IDENTIFIED,
FOR THtRTY-StX (36) MONTHS)THEREAFTER) (THE "rNrTlAr TERM") AND EACH RENEWAL TERM (CUSTOMER',S "SUBSCRIPIION
COMMITMENT,'), provided that Customer may reduce in quantity or downgrade (e.g., to a tier with a lower Service Fee rate)
Ordered 8x8 SaaS Services for the next renewal term by providing notice of the same to Reseller at least sixty (60) days'before
the start of such renewal term ("Reduce" or a "Reduction").
2,3.2. Usage, Customer shall be responsible for, and shall pay in accordance with Section 7 (Billing and Payment), any
applicable usage charges of the sort set forth at the t¡me of such usage atwww.8x8.com/terms-and-condltions/u-saee.
2.3.3. Utilization of Approved Support Channels. ln seeking technical and other support for Ordered Products in
connection with the Agreement (or support related to the Agreement or Customer's relationship with Reseller in connection
therewith), Customer agrees to solely and exclusively utilize the Approved Support Channels. Without limiting the generality
of the foregoing, Customer agrees not to contact 8x8 or any of its Affiliates directly in connection with seeking such support or
otherwise in relation to the Agreement or the Ordered Products, except to the extent that a number, address, interface, 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 8x8 Virtual Office and Virtual Contact Center Use
policy (available at https://www,8xB.com/terms- ) (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 "8xB Parties", "SaaS Services", and "Ordered SaaS Services" shall respectively be
deemed for purposes ofthese Terms to refer to Reseller, the Reseller Parties, 8x8 SaaS Services, and Ordered 8x8 SaaS
Services. Customer shall provide to 8x8 (in addition to Reseller) any notice that Customer is obligated to provide to Reseller
under the Use Policy.
2.3.5, Registratíon lnformation. 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 lnformation") and the means of its acquisition'
2.3.5. NetworkRequirements.Customershall beresponsibleforensuringthatall aspectsoftheapplicablenetwork
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 (!OO%l of the time (e.g., they may be unavailable during
periods of planned or unplanned downt¡me and communications may not always be delivered to their intended destination or
without loss of data), (b) a single log-in is provided for each 8x8 Virtual Office extension, and, except with respect to
conference and other extens¡ons 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
3VO/VCC Service Terms for Reseller Customers (SB - 11/30/2018)
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 ofdata, and (e) Resellershall 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 cellular and/or data services and thus may use such services' allotted units and/or result in usage or other charges
associated with such third-party services.
2.S. Third-Party Offerings and tntegrations. Customer's relationship and dealings (including 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 avaílable) or that are used in connection with the 8x8 SaaS Services
(e.g., broadband, MPL5, and equipment leasing services) ("Providers") shall in each case be governed by Customer's
agreement with the applicable Provider and shall be outside the scope of the Agreement. ln 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 accessinB, 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 and/or
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. ln addition to Reseller's other rights and remedies under the Agreement, Resellermay
(a) suspend some or all of the Ordered 8x8 SaaS Services where Reseller or its Partner reasonably deterrnines 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 extent 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 3.2 (Equipment Pricing) through 3.4 (Customer Responsibilìties 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
purchased 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, Equ¡pment pricing. Equ¡pment-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 Ordered 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 8x8's and Reseller's technical requirements'
VO/VCC Service Terms for Reseller Customers (SB - 11130/2018) 4
4. PROJECTSERVICES
The provisions of this Section 4 (Project Services) shall not apply to the extent otherwise expressly agreed in wr¡ting by the
Part¡es. Reseller 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
("project Services"). Customer may order Project Services under the Agreement ("Ordered Proiect 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 and/or 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 applicable 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 applicable order and/or SOW for Ordered Project Servíces, 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 PARTYAFFILIATES; RESELLER SUBCONTRACTING
Reseller may, in each case in its sote discretion, (a) permit an Affiliate of Customer to order Ordered Products, in which 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.
customershall be liable and responsiblefor, and shall pay in accordance with Section 7 (Billing and Payment), all taxes, levies,
imports, exports, customs, duties, charges, fees or similar governmental assessments, including vaiue-added tax, sales, use,
withholding, public utility, or universal service taxes or fees, and emergencY services surcharges (i'e.,91't, 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. ln 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 not charge value-added, Eoods 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.
7.7 Billing of Billed Amounts. Serv¡ce Fees and other monthly-recurring charges shall start to be billed as of the
effective date of the applicable Order, Except to the extent otherwise expressly agreed in writing by the Parties, suchamounts
5VO/VCC Service Terms for Reseller Customers (SB - 1Il31l20t8)
shall be billed monthly, at or near the beginning of the applicable calendar month, provided that when Ordered 8x8 SaaS
Services are ordered, Reseller 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
Amounis") without counter-claim, set-off, withhoìding, or deduction of any sort. lf Customer believes in good faíth that a
Billed Attount 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 lnvoice) or the date of the first invoice in which the Billed Amount was invoiced
(where payment is By lnvoice), which such notice must specify the particular Billed Amount(s) in dispute and the basis of the
dispute in reasonable detail. Failure to so d¡spute a Billed Amount within such period shall constitute a completeand
irrevocable waiver of Customer's right to dispute such Billed Amount. lf payment of a Billed Amount is By lnvoice and
Customer disputes such Billed Amount in good faith in accordance with this Section 7.2 (Payment of Billed Amounts), then
Customer rnay, at its option, either ia) pay such Billed Amount expressly under protest or {b) withhold payment of such Billed
Amount, in which case such Billed Amount , íl (ond only iÍ) actudlly incurred under the Agreement (ì.e., not octuolly
overbttled), shall not become due until ten (1.0) 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.
7,9, Up-Front Payment. At all times during the Effective Period other than those periods for which payment of all Billed
Amounts is By lnvoice, Customer shall maintain on file with Reseller 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 lnvoice - shall be by charge to such credit card(s) or by ACH
withdrawal from such account(s), at or near time of billing, and Customer hereby author¡zes Reseller to make such charges or
withdrawals. Where payment is by such charge or withdrawal, (a) Reseller shall post a statement of the B¡lled Amounts in the
relevant 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 and/or telephone if the charge or withdrawal is not successful and (b) Billed
Amounts shall be due within fourteen (14) days of such postinS.
7.4. Payment by lnvoice. 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 wiretransfer and (b) due within thirty (30)
days of invoice date (Net 30) (payment "By lnvoice"), 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 lim¡tation 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 wr¡tten,
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 asfollows:
(i) 8x8 may not change or update these Terms in any manner that would mater¡ally 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 8xB provides Customer with at least
6VO/VCC Service Terms for Reseller Customers (SB - 11/30/2018)
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 not¡ce of such objection to both Reseller 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., shall not apply to the Agreement) dur¡ng the then-current lnitial
Term or renewal term (each a "ferm"), but shall take effect (i.e., shall 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, ihe change shall take effect at the end of such notice period.
(ii) 8xB may make changes or updates to these Terms that are not Material Changes by posting such changes to-
wwW.BxS.com/reseller-order-term¡ or this web page, which changes shall be effective upon such postinS. For
avoidance of doubt, the mere addition of Regional Terms for a new country or region shall not constitute a Material
Change.
9. GENERAI REPRESENTATIONS AND WARRANTIES; WARRANTY DISCIAIMER
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 statements, 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 PERMITTED UNDER APPLICABLE LAW, RESELLER MAKES NO
WARRANTIES AND DISCLAIMS ALL WARRANTIES IN RELATION TO THE SERVICES, EQUIPMENT, AND/OR THE AGREEMENT,
wHETHER EXpRESSED OR ilVtPLtED, tNCLUDtNG, BUT NOT LtMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGËMENT, AND TITLE.
10, RIGHTS IN AND TO THE SERVICES AND FEEOBACK
To the maximum extent permitted by Law, all intellectual property and other rights, title, and interest in or to the
Documentation ortheServices and related software, applications, funct¡onalities, APls, 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, 8x8, their
Affiliates, and/or thelr l¡censors, Customer hereby assigns to Reseller all intellectual property and other rights, title, and
interest ¡n orto any improvement, enhancement, recommendation, correction, or otherfeedbackthat Customer may provide
to Reseller, 8x8, or their Affiliates relating to their operât¡ons 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 techn¡ques contained therein for any purpose
without restriction or compensation,
1X. 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 Rights) 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 ofCustomer's
non-renewal, notice 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 (30) 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 Term¡nation Rights. The Agreement may be terminated:
(a) by either Party with thirty (30) days' notice to the other Party (a nd, 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, failureto
7Vo/Vcc service Terms for Reseller Customers (SB - 11l30/2018)
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 (30) days' notice to Customer in the event that any Bx8 SaaS Services become subject to an actual or
threatened Claim of infringement (an "lnfringement Claim") and avoidance of the alleged infringement via procurement of
a license or modification or replacement of the applicable 8x8 SaaS Services (either or both of which may be exercised by
Reseller, at its sole option and expense, in the event of any lnfringement Claim) is not commerciallyfeasible;
(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 wlth thirty (30) days' notice to Customer in the event that Reseller determines in good faith that such
termination is necessary to comply with a law, regulation, or court or administrative order or ruling.
THE pARTtES ACKNOWLEDGE AND AGREE THAT THtS SECTTON 12 (TERMINATION) STATES THE PARTIES' SOLE AND EXCLUSIVE
RIGHTS TO TERMINATE THE AGREEMENT, AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY.
12.2, EffectofTermination.UponanyterminationoftheAgreementforanyreason,subjecttoanycontinuingCustomer
financial obligatìons under the Agreement, all Orders and SOWs shall immediately term¡nate. ln 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 (Exclusìve 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 exp¡ration of the Agreement relieve Customer of its obligation to pay any
amount incurred thereunder prior to such termination or expiration.
13. INDEMNIFICATION
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 aga¡nst any lndemnified lP Claim threatened or brought against
any of thern by any third party and (b) indemnify and hold harmless the Customer Parties aga¡nst any damages, attorneys' fees,
defense costs, and other losses (collectively, "Losses") payable by them pursuant to the adjudication or settlement of any
lndemnified lP Claim. Customer shall (i) defend Reseller, its Affiliates, their Partners, and their personnel (collectively, the
"Reseller Parties") from and agaìnst 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 ¡s a Customer Party, provide 8x8) prompt notice upon
becoming aware of such a Clairn, (2) permit the indemnifying Party 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. EXCLUSIONS AND LIMITATIONS OF LIABITITY
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) IN NO EVENT SHALL RESELLER BE LIABLE UNDER THE
AGREEMÊNT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OT
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, NEGLIGENCE, 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 LIABILITY AROSE, PROVIDED THAT WHERE THE PARTIES HAVE AGREEED TO A LOWER
LIMITATION OF LIABILITY, SUCH LOWER LIMITATION WILL APPLY. THE FOREGOING EXCLUSION AND LIMITATION SHALL APPLY
REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THE FAILURE OF THE
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ON A CUMULATIVE (RATHER THAN PER.INCIDENT) BASIS. THE PARTIES
AGREE THAT (¡) THE FOREGOTNG EXCLUSTON AND LTMTTATTON ARE TNTENDED TO ALLOCATE RISK AMONG THE PARTIES
8VO/VCC Service Terms for Reseller Customers (SB - 1U30l2018)
UNDER THE AGREEMENT AND COMPRISE AN ESSENTTAL PART THEREOF, (ii) THE pARTtES RELTED ON SUCH EXCLUSTON
AND LIMITATION lN ENTERING |NTO THE AGREEMENT, AND (iii)THE pRrcrNG FOR THE ORDERED PRODUCTS WOULD
HAVE BEEN SUBSTANTIALLY HIGHER IN THE ABSENCE OF SUCH EXCLUSION OR LIMITATION.
15. MISCELTANEOUS
15,1. Notices, Any notice to be provided under the Agreement shall be provided as follows:
(al to Customer - via any of the following methods: (i) email to the email address specified by Customer in connection
with its initial order of Services, (ii) personal service, overnight courier, or US certified mail (return rece¡pt requested
and postage prepaid) (collectively, "Delivery") to any postal address provided by Customer in connection with such
order, or (iii) such additional method agreed to in writing by the Parties,
(b) toRese/ler-via(i) themethodandtotheaddress(es) specifiedfornoticestoResellerintheAgreementor(ii) ifno
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 ema il to claims@8x8.com (for notices of Cla ims or termination ) or .notlce@8x8.cqm (for all other notices)
or via Delivery to "8x8, lnc., Attn: Customer Service, 2125 O'Nel Drive, San Jose, CA 95131".
Reseller or 8x8 may change any of its designated notice addresses via notlce 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: li) via Email - the first business day
after the date sent (wìthout any undeliverable notification being returned), (ül vío Personal Servìce - the first business day
after the date delivered to the noticed party, (iii) vìo Overnight Couríer -lhe first business day after the date delivered to the
overnight courier, and (iv) vìo IJS CertÍfíed MaÍl -the fifth (sth) day after the date sent. Any notice or notification provided to
Customer by 8x8 in accordance with this Section 15.1 (Notices) shall satisfy any requirement under these Terms for Reseller to
provide that lype of notice or notification (as applicable) to Customer.
15.2. Governing [aw; Jurisdiction. 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 the 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 wa¡ve any objection 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 lnternet 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 aBreement
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). ln no event shall the terms of any
purchase order or similar document delivered by or on behalf of Customer or its Affiliate to Reseller in connection with the
Agreement (to which Reseller hereby objects) become part of, apply to, or modify or supersede the terms of theAgreement.
15,5. Severability. lf 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' originalintent,
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 theseTerms.
15.7. Assignment; Blnding Effect, The Agreement shall be binding upon the Parties' heirs, successors, and permitted
assigns. Customer may not assign the Agreement or assign its r¡ghts 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, ln connection with any such
9VO/VCC Service Terms for Reseller Customers (SB - 11/30/2018)
proposed or actual ass¡gnment or delegation by Customer, Customer shall provide such information and docurnentation
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 Beneficlarles. Except as expressly stated in the Agreement, the Agreement is intended for the sole
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 Execut¡on/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 docurnents 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. lnterpretation. 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 successor 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 8x8), 1.5 (Applicability Throughout the Access
Period), 2,3.1 (Customer Subscription Commitment), 13 (lndemnification), 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 sosurvive,
15,12. Definitions. When used in these Terms, the following capitalìzed 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, adm¡nister, or perform act¡ons 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 www.8x8.com or
otherwise made available by 8x8 to customers of 8x8 or its Resellers from time to time, but excluding marketing or
promot¡onal materials.
"lndemnified lP 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 8x8 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 alterat¡on or modification of 8x8 SaaS Services at Customer's reguest.
"Party" - each of Reseller and Customer (together, the "Parties").
"Regulatory Fees" - monthly 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 Reseller or its Aff¡liate 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 Bovernmental agencies.
"service Fees" - the base recurring fees for Ordered 8x8 SaaS Services,
"solvency Event" - a bankruptcy, reorganization, ínsolvency, or similar proceeding not dismissed within thirty (30) days;
dissolution; becoming insolvent or bankrupt; or the making of an assignment for the benefit of creditors,
VO/VCC Service Terms for Reseller Customers (SB - 1U3012018)10
8X8 Vlnrun¡- OrnCe Rruo Vlnruru COrurRCr CerursR ReelO¡uRlTenvlS
ron 8x8 Rrs¡¡-leR Cusronnens
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 Ordered 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 w¡th such Ordered 8x8 SaaS Services ("Reseller Numbers") or telephone numbers
that are ported into Reseller or its Affiliate or Partner by Customer in connection with such Ordered Bx8 SaaS Services ("Ported'ln
Numbers"):
c Avaítobítíty of porting - ln the US and Canada, portability is dependent upon the cooperation of third parties not under the
control of Reseller and applicable 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
Aff¡llate) under certain circumstances (e.g., the absence of any porting agreement between Reseller or its relevant Partner
and the relevant carrier).
o Number port-lns -Where Customer wishes to port numbers in to Reseller or its Affiliate or Partner from another provider
(the ,,Donor provider"), Customer author¡zes Reseller and the relevant Affiliate(s) and Partner(s) to have the numbers routed
by Reseller or such Affiliate(s) and Partner(s) (instead ofthe Donor Provider) and to forward appropriate detailsof
Customer's Porting aPPlication.
¡ Reseller Numbers- Reseller shall use cornmercially reasonable efforts to facilitate Customer's retent¡on 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 terrnination 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-ln 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 lo be
ported out. Without limiting the foregoing, in the US, S5.00 (USD) per number shall be considered a reasonable
administrative fee for such actual or attempted port-outs'
c Dísclosure to Directoty 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. ln the US and Canada, Reseller or its Partner will provide Customer with warning labels regarding
the limitations or unavailability of 911 emergency dialìng. customer agrees to place a label on or near each non-mobile
telephone or other equ¡pment through which ordered 8x8 SaaS Services may be utilized or accessed. lf 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 a8reed in
writing by the parties, Reseller will handle any "personal information", as defined inlhe Privocy Act 7988 (cth) as amended from
time to time, that Customer submits to Reseller via any ordered 8x8 SaaS Services provided to a customer Location in Australia
(',Australia personal lnformatíon") 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 Serv¡ce Terms for Reseller Customers (SB - 11/30/2018)1.1
Personal lnformation from misuse, interference, unauthorized access, modification, or disclosure and (b) not use Personal
lnformation, 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, (a) the prices set
forth in the Agreement are exclusive 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 thal such Ordered Products are
provided to Customer and not to a resident agent, and Reseller confirmq that, in providing the Ordered Products, Reseller does
not have a permanent establishment, nor does it provide the Ordered Products through an enterprise thãt it carries on, in
Australia.
F. Dâta Protect¡on 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 lnforrnation Protectíon and Electronic Documents Act
(2000, c. 5) (PIPEDA) ("Canada Personal Information"), Reseller shall use and disclose such Canada Personal lnformation solely
(a) for the purpose of fulfilling Reseller's obligations or exercising Reseller's rights under the Agreement (which shall, for clarity,
include providing, supporting, or enhancing (e.g., performing quality control functions) the 8x8 SaaS Services), (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
lnformation to Reseller via any Ordered 8x8 SaaS Services provided to a Customer Location in Canada, Reseller shall use and
disclose such Canada Personal lnformation solely as set forth in the Privacy Policy.
VO/VCC Service Terms for Reseller Customers (SB - 1V30l2018)12
8xB VrnruRl Ornce Rrr¡o V¡nrual Corur¡cr Crrurrn Use Po¡-rcy
Last Updated: May 16, 2018
l, Definitions. Capitalized terms used and not defined hereln 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"}.
ll, Scope of Customer 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 8x8 or its Affiliate or Partner ("CustomerUse").
lll. Determ¡nation of Requirements. Customer shall be solely responsible for determining and familiarizing itself with - and
seekingitsownlegal 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 Requ¡rements; network/wireless carrier
requirements; and industry-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
Requ¡rements might include without limitation domestic and/or foreign Laws relating to:
(¡) 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 Protection Laws"); and
(iv) surveillance; the monitoring or recording of conversations, communicat¡ons, 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
certa¡n 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.
lV. Use Outside of Primary Market. Because the SaaS Services 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, Sx8 makes no representations, warranties, orguarantees regardingthe compliance of Customer Usewith prohibitions
or restrictions imposed by Law, carriers, lSPs, etc. outside of the Primary Market ("Foreign Requirements"), and Customershall
be solely responsible for ensuring compliance therewith, regardless of any consent by 8x8 or its Affiliate to such Customer Use.
V, Policy Requirements, Customer agrees, represents, warrants, and covenants the following:
(al Legal and Other 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.
(bl Consents, Ftc - 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 lnformation or any personal datatherein.
lcl Do-Not-Call List -f o the extent that Customer Use might involve telemarketing, solicitation, or substantial outbound
activ¡ties, 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 ßesø/e - Ordered SaaS Services shall not be sold/resold, leased/subleased, licensed/sublicensed, or otherwise made
available to any other th¡rd 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.
lel Documentatíon - All Customer Use shall be consistent with the applicable Documentation.
lfl Order of Equipment - Customer shall order Ordered Equipment solely for use with Ordered SaaS Services,
VO/VCC Service Terms for Reseller Customers (SB - 11/30/2018)13
lgl No Bríbery - 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.
lhl Other Prohib¡ted Uses and Actívities - ln no event shall Customer Use consist of, involve, promote, or facilitate any:
(i) fraudulent, criminal, defamatory, harassing, unlawful, or tortious conduct or activ¡ty;
(ii) transmission of misleading or inaccurate caller lD 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, violat¡on, 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) anyconductoractivitythatmightcauseSx8oranyofitsAffiliatesorPartnerstoviolateanyLaw.
lil ExportControl-AtnopointduringtheEffectivePeriodoranysubsequentperiodduringwhichCustomer,itsAffiliates,
and/or the Agents or other users continue to have access to Ordered SaaS Services (the "Access Period") will any of the
foregoing parties be named on any US government denied-party list.
ljl Reøsonoble 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, lnc.
lkl Accurdte Regìstrøtíon lnformdtíon -All Registration lnformation shall be accurate, current, and cornplete at all times
during the Access Period. Customer shall promptly update Registration lnformation as needed to ensure its accuracy and
shall promptly verify any Registration lnformation upon reasonable request from 8x8.
(l) Use Wíth 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 www.8x8.com/ComrnunicationsSolutìons/Èquipment ("supported Devices")
or approved in advance in writing by 8x8 for such Customer Use. Regardless of any such approval, 8x8 shall have no liability
for or obligation to support such Customer Use with/through any equipment that is not a Supported Device.
lml 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 ofthe Ordered SaaS Services
and/or the related account(s); data transmitted, received, or stored therein or therethrough; and any equipment used to
access any ofthe foregoing and (ii) 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" f exilfromsuchaccountsattheendof eachsessionof accesstheretoand(2) notmodifytheaforementioned
equipment in any manner without 8x8's prior express written consent.
f n) SaoS Serv¡ces Updqtes ond Securlty - 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.
lol Emergency Servlces ønd Hlgh-Rlsk ApplÍcotions - THE ORDERED SaaS SERVICES SHALL NOT - AND CUSTOMER
UNDERSTANDS THAT THE SaaS SERVICES ARE NOT INTENDED TO - BE USED FOR, ANY APPLICATION (SUCH AS CARRYING AN
ALARM SIGNAL) WHERE FAILURE, INTERRUPTION, OR MALFUNCTION MAY REASONABLY BE ANTICIPATED TO RESULT IN
BODILY INiURY, 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 Customer.
lpl Prohibîted Acts - During the Access Period, neither the Customer Parties nor the Agents or other users shall:
VOIVCC Service Terms for Reseller Customers (SB - 11/30/2018)74
(i) inspect, possess, use, copy, reverse engineer or attempt to discover the source code of any program or other
component ofthe 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 build a competitive product or for the prirnary 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 slmultaneously.
lql Overstght ol Agents - Customer shall (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 individual 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 toensure
Customer's compliance with this Pollcy.
Approved a¡b Fom:
JANICE D. MAGDICI"I
City Attomey
VO/VCC Service Terms for Reseller Customers (58 - ltl30/20t81 15
Yvertical 8x8
Terms:
These terms and conditions, along with the Vertical Statement of Work and Agreements (including the Critical Customer
Notificat¡on concerning Emergency Services), you executed with Vertical constitutes the Agreement ("Agreement") between
Vertical Communications, lnc, (t'Vertical", "we" , or "us") and the user ("you," "user" or "Customer") of Vertical's business
communications senrices and any related products or services ("Service"), This Agreement governs both the Service and any
equipment, such as a Multimedia Terminal Adapter, Analog Telephone Adapter or any other lP connection Equipment, used in
conjunction with the Seruice and it applies to all lines on each Vertical account. Vertical may, at its discretion and with notice,
modify, change, add to or omit any terms and conditions in this Agreement with advance notice to you. This Agreement will be
attached and incorporated into the contract between Vertical and the City of Lodi, 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 USING THE SERVICE, YOU REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER
INTO THIS AGREEMENT AND THAT YOU HAVE READ AND UNDERSTAND FULLY ITS TERMS AND
CONDITIONS. YOU WAIVE ANY RIGHT TO TRIAT BY JURY TO RESOLVE ANY DISPUTES THAT MAY ARISE UNDER OR lN
CONNECTION WITH THIS AGREEMENT.
1. EMERGENCY SERVICES - 9T1 DIALING
YOU SHOULD BE AWARE THATTHERE ARE SOME CIRCUMSTANCES UNDER WHICH YOUR Egll SERVICE MAY NOT BE
AVAIIABLE OR MAY BE LIMITED IN SOME WAY. EXAMPTES OF THE LIMITATIONS OF YOUR Egll SERVICE WHEN COMPARED
TO A TRADITIONAT TETEPHONE SERVICE ARE TISTED IN THIS SECTION. YOU ARE STRONGLY ADVISED TO FAMILIARIZE
YOURSELF WITH THIS SECTION AND DISCUSS ¡T WITH YOUR VERTICAT REPRESENTATIVE IFTHERE IS ANYTHING YOU FIND
CONFUSING OR YOU DO NOT UNDERSTAND. ¡N ADDITION TO THESE TERMS, THE CUSTOMER ACKNOWLEDGES AND
INDICATES REVIEW OF THE FOTTOWING STATEMENT ON 911 EMERGENCY SERVICES:
https r//www.8xE.com/terms-an d-cond ltlgns/911-notlce.
1.1 gtl Dialing, All our customers have access to either basic 911 or Enhanced 911 (E911) service. With E911 service, when you
dial 911, your telephone number and reg¡stered address are simultaneously sent to the local 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 call back number or your exact
location, so you must be prepared to give them this information. Until you give the operator(s) your phone number, he/she
may not be able to call you back or dispatch help if the call is not completed or is not forwarded, is dropped or disconnected,
or if you are unable to speak.
You authorize us to disclose your name and address to third-partles involved with providing 911 Dialing to you, including,
without limitation, call routers, call centers and local emergency centers.
1.2 Notify All Users. You should inform any CUSTOMERS, EMPIOYEES, guests OR other third persons who may be present
at the physical location where you utilize the Service of the important difference in, and limitations of, Verticat 911
Dialing as compared wlth TRADITIONAI basic 911or E911.
1,3 Location of Service. This Service is provided at a specific permanent address and not available as a nomadic offering,
Before you move to another location, you must notify Vertical to determine if service can be provided at your new
permanent address. Users usìng the mobile UC client should make emergency calls using their device's telephone service
and not call using the mobile client.
lf you attempt to use the Service without not¡fy¡ng Vertical and receiving our permission, emergency personnel may not be
able to locete you to adequately respond to an emergency. Even with 8911, emefgency personnel may be dispatched at the
address listed with us and not the address where you use the service if you fail to follow the requirements of this
paragraph,
t.+ Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that you are using
With thc SeTvice, UNLESS AND UNTIL YOU RECEIVE AN EMAIL FROM VERTICAL CONFIRMING THE 91.1. DIALING FEATURE HAS
BEEN ACIIVATED FOR THAT PHONE LINE.
1.5 Serv¡ce Outages,
(a) Serv¡ce 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 to determine whether or not your equipment has battery backup,
i. Equ¡pment w¡th battery backup. Battery backup on qualifying equipment is limited, Excessive use during a power
outage will result in shortened life of the internal battery. The equipment may provide indication of low battery voltage.
Customer should contact Vertical for instructions or replacement. Failure of network power backup systems or the
internal backup system during a powerfailure or disruption will prevent all Service, including 9L1 dialing, from
fu nctioni ng.
¡i. Equipment without battery backup. Equipment that does not have a battery backup cannot support 911 dialing in event of
a power failure ordisruption. lf 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 Dialing.
(b) Service Outages Due to lnternet Outage or Suspension or D¡sconnection of Broadband Service or lSP Service. Service
Outages due to lnternet Outage or Suspension or Disconnect of Broadband Service or ISP will prevent all Service, including
911 dialing, from functioning, You understand you must obtain your own lnternet connect¡on, or obtain serv¡ce from us
(where available) to use the Service. We may not control your lnternet access or the quality of your lnternet 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 lnternet 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 Vertical to do billable work to fix the problem,
(c) Service Outage Due to Disconnection of Your Vertical Account. Service outages due to disconnection of your account
will prevent all Service, including 911 Dialing, from functioning.
(d) Serv¡ce Outages Due to ISP or Broadband Provider Blocking of Ports or Other Acts. Your ISP or broadband provider or
other third party may intentionally or inadvertently block the pofts over which the Service is provided or otherwise impede
the usage of the Service, ln 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 blocked or your Service is impeded, and unless and untilthe blocking or
impediment is removed or the blocking or impediment is otherwise resolved, your Servlce, including the 911 Dialing feature,
may not function, You acknowledge that Vertical 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 9LL Dialing, which may result. ln the
event you lose 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 unless and until you disconnect the Service in accordance with this
Agreement.
(e) Other Service Outages. lf there is a Service outage for any reason, such outage will prevent all Service, including
91"1 Dialing, from functioning. SUCH OUTAGES MAY OCCUR FOR A VARIETY OF REASONS, INCLUDtNG, BUT NOT
LIMITED TO, THOSE REASONS DESCRIBED ELSEWHERE IN THIS AGREEMENT.
1,6 Network Congestion; Reduced Speed for Routing or Answering 911 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 lndemnification. We do not have any control over whether, or the manner in which, calls using
your 9L1 Dialing serv¡ce 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 ass¡st us
in routing 911 Dialing calls to local 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, D¡RECTORS, EMPLOYEES, AFFIIIATES, OR AGENTS MAY BE HELD LIABTE FOR ANY
CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE ANY AND ALL SUCH CTAIMS OR CAUSES OF ACÍION, ARISING FROM
OR RELATING TO OUR 911 DIAL¡NG SERVICE. You shall defend, indemnify, and hold harmless Vertical, lts 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 g1L Dialing or access
emergency service personnel.
1.8 Alternate 9ll Arrangements. lf you are not comforta ble 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 Non-exclusive, Non-transferable License; Retention 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 thlrd party other than Customer for
such Customer's internal business purposes. lt 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,
Restrictíons: 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 ¡nstructions 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 ol any third party other than the
Customer;
(e) cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Service; or
(f) delete, alter, cover, or distort any copyright or other proprietary notices ortrademarks.
2.5ERVICE
2.1 Terms,
(a) ServiceTerms:serviceisofferedonaFixedTermagreement(theF¡xedTermisaspanoftimethatisspecifiedinyour
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 the 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 (52s0) 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,
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.L of the 8X8 VIRTUAL OFFICE AND VTRTUAL
CONTACT CENTER SERVICE TERMS FOR 8XB RESELLER CUSTOMERS (Exclusive Termination Rights) 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:
(b) 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, not¡ce to 8x8) at least thirty (30) days prior to the end of such Term;
(c) 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 (30) days prior to the end of such Term;
(d) orautomaticallyrenewforatwelve-(12-) monthrenewal termifneitheroftheforegoingapplies.
The Service is offered forthe whole period of the Fixed Term and you will be charged a pro-rated cancellation fee if you
cancel the service prior to the end of the agreement term. Each month's service is billed 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 full
month's charges tothe end of the then-current month, including, without limitation, unbilled charges, plus the agreement
termination fee, if applicable, all of which will immedìately become due and payable. You will also 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 will not excuse you
from paying all accrued and unpaid charges due under this Agreement.
2.2 Fa¡ Use.
(a) Usage Review. Vertical reserves the right to review usage of all its plans to ensure you are not abusing thern. You
agree to use VerÌical Services for normal voice or fax calls and will 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 Vertical. Vertical may
terminate Service immediately if it determines, in its reasonable 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 reasonable discretion ofVertical. For such usage, you agree to pay a per-
minute or per page fee surcharge in excess of established levels at the current Vertical rate. The surcharge is currently
50.03 per m in ute and/or 50.03 per fax page. This surcha rge applies to all plans, including the u nlimited plans,
Alternatively, in the reasonable discretion of Vertical, your Service may be immediately terminated.
(b) Small Business Unlimited Usage Deflnition: Vertical's definition of "unlimited usege" ¡s 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 ¡ts terms. lf the average voice usage exceeds 2,000 minutes per call path,
such usage shall be deemed excessive. ln that event, you agree to pay a per m¡nute, which is currently 50.03 per minute. This
overage fee applies to all plans including the unlimìted plans. Alternativeiy, in the reasonable discretion of Vertical, your
Service may be immediately terminated.
2,3 Proh¡bited Uses.
(a) Unlawful. You shall 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. ln the event of such disconnection, you will be responsible for the full charges to the
end of the current term, including, without limitation, unbilled charges, plus a term¡nation fee, if applicable, all of which will
become immediately due and payable upon disconnection of your Servìce. lf we believe that you have used the Serlice or the
Equìpment for an unlawful purpose, we may forward the relevant communication and other information, including your
identity, to the appropriate authorities for investigation and prosecution. You hereby consent to our forwarding of any such
communications and information to these authorities. ln addition, Vertical will 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) lnappropriate Conduct. You shall not use the Service or the Equipment ¡n any way that ¡s threaten¡ng, 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. ln the event of such disconnection, you will be responsible
for the full charges to the end of the current term, including, without limitatlon, unbilled charges, plus a termination fee, if
applicable, all of which will become immediately due and payable upon disconnection of your Service. lf 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, including your identity, to the appropriate authorities for investigation and prosecution. You hereby
consent to our forwarding of any such communications and informat¡on to these authorities. ln addit¡on, Vertical will provide
information in response to law enforcement 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 . Furthermore, Vertical
reserves all of its rights at law and equity to proceed against anyone who uses the Service illegally or improperly,
24 Copyr¡ghq Trademark; Unauthorized Usage of Equipment; Firmware or Software.
(a) Copyri8hü 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 intellectual property laws and international treaty
provisions. All of our websites, corporate names, service marks, trademarks, trade names, logos and domain names
(collectively "marks") are and will at all times remain our exclusive 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 toprovide the Service or provided to you in conjunction with providing the Service, or embedded in the
Equipment, other than a nontransferable, revocable licenseto use such firmware or software in object code form (without
making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You expressly agree
that the Equlpment is exclusively for use in connectlon with the Service and that we will not prov¡de any passwords, codes or
other information or assistance that would enable you to use the Equipment for any other purpose. We reserve the r¡ght to
prohibit the use of any interface equipment that we have not provided to you. You hereby represent and warrant that you
possess all required rights, includ¡ng software and/or firmware licenses, to use any interface equipmentthatwe have not
provided to you, ln addition, you shall indemnify and hold us harmless against any and all liability arising out of your use of
such interface Equipment with the Service. You shall not reverse compile, dlsassemble or reverse engineer or otherwise
attempt to derive the source code from the binary code of the firmware or software.
2.5 Tamper¡ng 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 rema¡n 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
payable. 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 shall not use the Service in a manner calculated to avoid Vertical policies and procedures, You shall
not obtain 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 call 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 result in the disconnection of your Service and addltional charges to you. Until such time as we
rece¡ve notice of the theft, fraudulent use or unauthorized use, you will be liable for all use of the Service using Equipment
stolen from you and any and all stolen, fraudulent or unauthor¡zed use ofthe Service. Vertical 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 return Equipment to us and we will also waive our termination fee, subject to the
following: Service is disconnected within the first thirty (30) days following the activation of the Service; you return the
Equipment to us within fourteen (l-4) days of the date you disconnected Service; we receive the Equipment in its original
condition; you return original proof of purchase (lf applicable) with the Equipment, together with the original 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 85040
lj You re-ceive_ Equipment that is vislbly damaged, you must contact our customer care department immediately at 877-Vertical,
Option 3, or Service@vertical.com.
2,9 Ownership and Risk of Loss. lf you purchase Equipment, you bear all risk of loss of, theft of, casualty to or damâge 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 No 0+ or Operator Assisted Calling; Mây Not Support x1X Calling, The Senrice does not support 0+ or operator assisted
calling (including, without lìmitation, collect calls, third party billing calls, calling cards or 900 calls). The Service may not
support 311, 5LL and/ar other x1L (other than certain specified dialing such as 911 and 411, which are provided for elsewhere
in this Agreement) Service ¡n one or more (or all) service areas.
2.11 lncompatibility with Security Systems.
The Service may not be compatible with security systems. You may be required to maintain a telephone connection through
your local exchange carrier in order to use any alarm monitoring functions for any security system installed in your business.
You are responsible for contacting the alarm monitoring company to test the compatib¡lity of any alarm monitoring or security
system with the Serv¡ce.
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 consistently. Voice Over lP technology is not fully
consistent with the method of operatìon of these devices. Vertical offers a fax service as an optional service for customers
needing guarantees of fax delivery. The Customer acknowledges that these devices will work in a best-effort mode and Vertical
is not liable for providing service to such systems.
2.12 Scope of Service.
a) The Service and the Equipment are solely and exclusively for the use of the Customer and shall not be used for any illegal
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 byVertical and others (including certain
information sources) through the application of methods and standards of judgment developed and applied through the
expenditure of substantial, time, effort and money and constitute valuable industrial and intellectual property and trade
secrets ofVertical and such others. Customer agrees to protect the proprietary rights ofVertical and all others having rights in
the Service and the Equipment during and 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 protecttheir 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 shali
be less than reasonable efforts. Customer agrees to notify Vertical in writing promptly 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 rights.
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, intedaced, copied, broadcasted,
reproduced, ported or otherwise routed with or to any other equipment without Vertical's pr¡or written consent, ln 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, network or software that Vertical, in its sole good faith judgment, determines
is interacting or interfering or may interact or intedere with the performance of the Service or any portion thereof and, from
time to time, upon Vertical's request therefore, Customer shall promptly notify Vertical in writing of any and all such
equipment, network and Service expressly provided by Vertical for operation on Customer's own equipment shall be furnished
without warranty as to compatibility, f¡tness or performance wÌth such eguipment, and Customer shall bear all 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, disassemble, 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 pedormance of the Service or any
portion thereof, except as Vertical 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 theService.
d) Customer shall not use any of Vertical's or its Affiliated 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
acknowledges that it has no ownershlp rights in and to any of these names and marks.
e) Customer acknowledges 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 Affiliated Company of Venical, which may discharge those
responsibillties, obligations and duties on behalf of Vertical, however Vertlcal remains contractually bound to provide these
services.
fl The service is provided by 8x8. 8x8 requires the customer to agree to pass-through terms ofservice. The link to these service
terms should have been included in the contract the customer signed. The customer agrees that the online copy at
https://www.SxS.comlreseller-order-terms/vo-vcc-service-t_erms is the ruling document superseding this document. The
customer has the r¡ght to reject changes to that document (as laid out in the terms of service and may print a copy of the
terms at signing for reference.
3. CHARG E5; PAYMENTS; TAXES; DISCONN ECTION
3.1 Billing' We will 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 rental fees; usage charges; international usage charges; advanced feature charges;
advanced features/add-ons; regulatory recovery fee, universal service fund; 911 fees; federal, state and/or local taxes;
disconnection fees; and shipping and handling charges. The amount of such fees and charges shall be available to our
customers upon request. Vertical may introduce new products and services at special ¡ntroductory pricing. lntroductory pricing
may change at Vertical's discretlon. Not¡fication of monthly invoices will be sent to you via mail or your email address on file
with us. Any usage charges will be billed in increments that are rounded up to the nearest minute unless otherwise published,
The above fees are defined as follows;
Setup 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 calling charges defined
by your plan; the features assoc¡ated with your plan 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 - lf you exceed the number of calling minutes on your plan, Vertical will bill you for the minutes you use above
your allowance. Vertical also bills for calls to directory assistance and other information services.
lnternational Usage Charges - These are the fees associated with calls to locations outside of the US, and Canada.
Advanced Features, Add-Ons, Premium Services - Vertical charges additional fees for enhanced features and services such as
Toll-Free, Fax Service, Conference Bridge, etc,
Universal Service Fund - The Universal Service Fund (USF) provides support to promote access to telecommunications services
at reasonable rates for those living in rural and high-cost areas, income-eligible consumers, rural health care facilities, and
schools and libraries All 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 collect local, state and federal taxes imposed on Vertical customers by the various taxing
authorities. Vertical passes all taxes it collects on to the appropriate taxing authority.
911 Fees - State and/or local governments may assess fees on Vertical to pay for emergency services in your communiÇ.
Vertical bills and collects 911 fees from its customers and remits such fees to the appropriate authority. Depending on where
you live, these fees can vary widely. Vert¡cal is committed to supporting public safety services and resources in your State.
Regulatory Recovery Fees- Federally authorized fees collected to reduce overhead costs involved in including certain
services provided for communication and safety.
3.2 Billing Disputes. You must notify us in writing w¡thin thirty (30) days after receiving your statement if you dispute any
Vertical charges on that statement or you will be deemed to have waived any right to contest such charges. All notices of
disputed charges should be sent to: VerticalÞirectAR@vertical.com
3.3 Payment and Collection.
(a) Payment. We bill in advance, except for usage on a monthly basis. Payment is due upon receipt. lf payment is not
rece¡ved by the due date, at late fee of !,5o/o of the unpaid balance wiil apply.
(b) Collection. lf your Service is disconnected, you will remain fully liable to us for all charges pursuant to this Agreement and
any and all costs we incur to collect such amounts, including, without limitation, collection costs and attorney's fees,
(c) Notices. Vertical will provide 30 days advance notice prior to disconnection of service.
(d) Equipment Subject to Equípment Use Agreement. Notwithstanding the foregoing, if Vertical and Customer enter into a
separate rental or finance agreement relating to any Equipment provided by Vertical {an "Equipment Use Agreemenf'),
Customer's obligations with respect to such Equipment (payment or otherwise) 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. We reserve the right to suspend or discontinue the Service generally, or to
disconnect your Service or a service component, at any time in our sole and absolute discretion, lf we discontinue the Service
generally, or disconnect your Service without a stated reason, you will only be responsible for charges accrued through the
date ofdisconnection, including a pro-rated portion ofthe final month's charges. lfyour 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, unbilled charges, plus the termination fee, if applicable, all of which will immediately become
due and payable. Vertical will pursue collection for unpaid amounts on disconnected accounts and may report to credit
bu rea us.
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 Vertlcal charges and may change from tìme to time without notice. These charges are
based on the rates applicable tothe address you provided to us. You are responsible for all applicable federal, state, provincial,
municipal, local or other governmental 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 will be billed to you as set
forth in this Agreement. lf you are exempt from payment of such tâxes, you must provide us with an original certificate that
satisfies applicable legal requirements attesting to tax exempt status. Tax exemption will only apply from and after the date we
receive such certificate.
3.6 Charges for Directory Calls (411). We will charge you S1.50 for each call made to directory assistance,
a. Right to Cure
Vertical will notifyCityof Lodi of anyperceivedbreach. Cityof Lodi will have30daystocureanybreach,otherthanunlawful
use or use that would damage services provided to other customers.
5. IIMITATION OF tlABltlTY; INDEMNIFICATION; WARRANTIÊS
s.l L¡m¡tationof Liability,Wewill notbeliableforanydelayorfailuretoprovidetheService,includinggllDialing,atany
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-underlying carrier, service provider, Vertical or other third party
- Equipment, network or facility failure
- Equipment, network or facility upgrade or modification- Force major events such as (but not limited to) acts of God, acts of nature, strlkes, fire, war, riot, acts of terrorism andgovernment act¡ons
- Equipment, network or facility shortage
- Equipment or facility relocation
- Service, equipment, network or facility failure caused by the loss of power to vou
- Outage of, or blocking of ports or other impediment to usage of the'Service cáused by any third party
- Any act or ornission by you or any person uslng the Service or Equipment provided to'you
- Any other cause that is beyond our control.
Our aggregate liability under this agreement will in no event exceed the Service charges wlth respect to the affected time
period.
5.2 Disclaimer of Liability for Damages. lN NO EVENT WILL VERTICAL, 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 DIRECf,INCIDENTAL,INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR
FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURT WRONGFUL DEATH, PROPERTY DAMAGE,
LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR
f NABILITY 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 LIABILITY
AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OI DAMAGES. THE
MAXIMUM DAMAGES ALLOWED SHALL BE THE AMOUNT PAID BY CUSTOMER FOR ONE YEAR OF THE SERVICE AGREEMENT,
5.3 lndemnificat¡on and Survival.
(a) lndemnification. Either Party shall defend, indemnify, and hold harmless the other party, ¡ts officers, directors, employees,
affiliates and agents and any other servlce provider who furnishes services ¡n connection with the Service, from any and all
claims, losses, damages, fines, penalties, costs and expenses (includìng, without limitation, attorneys fees) by, or on behalf of,
the indemnifying party or any third party or user of the Service, relating to the Service, including, without limitation, 911
Dialing, or the Equipment.
(b) Survival. The provisions of this Agreement that by their sense and context are intended to survive the termination
or exp¡ratìon of this Agreement shall survive.
5.4 NO WATTANTiES ON SCTViCC. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR EQUIPMENT FOR A PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT OR ANY WARRANTYARISING BY USAGE OF TRADE, COURSE OF DEALTNG OR COURSE OF pERFORMANCE
OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSIOMER'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 LIABLE FOR UNAUTHORIZED ACCESS
TO OUR OR YOUR TRANSMISSION 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,
FRAUDULENT MEANS OR EQUIPMENT OR ANY OTHER METHOD, RÊGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A
RESULT OF VERTICAL'S OR ITS SERVICE PROVIDER'5 OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS
CONCERNING THE SERVICE OR EQUIPMENT, IF ANT BY VERTICAL OR VERTICAL'S AGENTS OR INSTALLERS ARE INFORMATIONAL
AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND. WE WILL USE OUR BEST EFFORTS TO PROVIDE DIRECTORY LISTING
INFORMATION TO A DIRECTORY CONTAINING SUBSCRTBER LTST|NG TNFORMATTON (SLt). WE SHALL NOT BË LTABLE FOR THE
CONTENT OR ACCURACY OF ANY SLI (INCLUDING, 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 LISTING) PROVIDED UNDER THIS AGREEMENT. YOU SHALL INDEMNIFY, HOLD HARMLESS AND DEFEND US OR
ouR sERV|cE PROVIDERS FROM AND AGATNST ANy DAMAGES, LOSSES, LlABtLtTtES, DEMANDS, CLA|MS, SUtrS, JUDGEMENTS,
coSTS AND EXPENSES (INCLUDING, BUT NOT LlMlrED TO, REASONABLE ATTORNEyS', FEES AND EXpENSES)ARtStNG FROM, OR
RELATING TO, DIRECTORY LISTINGS AND/OR RESULTING FROM OR ARISING OUT OF YOUR OR A THIRD PARTY'S CLAIM OF
INACCURATE LISTINGS, FAILURE OF LISTINGS. INACCURATE USE OF THE sLI, OR FAILURE TO "UN-PUBLISH" A LISTING.
5.5 NO HATdWATC WATTANIY. YOU ACKNOWLEDGE THAT VERTICAL ANY EQUIPMENT PROVIDED DOES NOT INCLUDE A
SEPARATE HARDWARE WARRANTY PROVIDED AS PARTOF THE CLOUD SERVICE. VERTICAL-BRANDED EQUIPMENT MAY HAVE A
SEPARATE WARRANTY NOT COVERED BY THIS AGREEMENT. THIS AGREEMENT DOES NOT CHANGE OR ADD TO THAT
WARRANTY IN ANYWAY. FOR EQUIPMENT PROVIDED BY ALL OTHER MANUFACTURERS YOU AGREE TO LOOK EXCLUSIVELY TO
THE ORIGINAL EQUIPMENT MANUFACTURER OF SUCH HARDWARE AND EQUIPMENTS WITH RESPECT TO ANY WARRANTY OR
OTHER CLAIMS RESPECTING SUCH HARDWARE AND EQUIPMENT, Vertical agrees to pass through and assign any warranties
from its suppliers to City of Lodi for this purpose.
5.6 No Third Party Beneficiaries. No provision of this Agreement prov¡des any person or entity not a pafty to thls Agreement
with any remedy, claim, 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 liabiliÇ 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 alltimes with all applicable laws, regulations and wr¡tten and
electronic ¡nstructions for use. We reserve the right to disconnect or suspend your Service and remove your or your Users'
content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform
wlth the reguirements set forth in this Agreement or interferes with our ability to provide Service to you or others. Our action
or Inaction under this Section will not constitute any review or approval of your or Users' use or content.
6. MISCELLANEOUS
6.1 Ent¡re Agreement. This Agreement, the Vertical Quote, and the Order Package you execute with Vertical, constitute the
entire agreement between you and Vertical 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 also be subject to the terms of Equipment Use Agreement (as defined in Section 3.3(d)) covering any rental or
finance agreement for equipment.
6.2 Severability, lf any part of th¡s Agreement is legally declared invalid or unenforceable, all 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. Vertical's Service utilizes, in whole or in part, the public lnternet and third party networks to transm¡t voice and
other communications. Vertical is not liable for any lack of privacy, which may be experienced with regard to the Service.
64 Subcontractors, You understand, acknowledge, and agree that from time-to-time during the term of th¡s Agreement,
vertical may, in its sole and absolute discretion, delegate performance of some or all of its rights and obligations hereunder to
third parties selected by Vertical. You hereby consent to such subcontracting activity, provided that Vertical shall remain
accountable to you for the performance of any such obligations.
6.5 Letter of Authorization, The undersigned Customer hereby appoints Vertical Communications, lnc, lnc. ("Vertical") as aBent
for Vertical toact as its authorized agent for all matters pertaining to the number(s) populated in the appropriate fields. 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 resolving technical issues for Customer, (3)
securing information for activating, removing, changing and editing Customer's directory listings.
6.6 ARBITRATION/CHOICE OF lÁW: Any dispute which is in any way related to this agreement, or any action for damages or
injunctive relief against Company, regardless of the facts orthe 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 AM in effect at the time the arbitration proceeding is initiated. The arbitration hearing shall be held 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 decislon. Any disputes under this Agreement shall be governed bythe laws
of the State of Delaware.
6.7 Export Controls: 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
comply 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 applicable laws or regulations such as those that prohibit
certain servicesfrom being used in or accessed bya national ofCuba, lran, North Korea, Sudan, Syria oranyother
sanctioned or embargoed country.
6.8 Miscellaneous Terms :
i. INTENDED USE. You are purchasing the Service for business purposes. The Service will not be used primarily for
personal, family, or household purposes,
i¡' 911. SERVICE. lf 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, Vertical
subcontractors are not responsible for managing 911 access.
iii. ACCEPTABLE USE POLICY, Vertical's Acceptable Use Policy, which will be provided as a document and incorporated herein
by reference.
¡v. 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. lf you intend to use any equ¡pment not
provided by Vertical, 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 Vertical subcontractor.
6.9 Consent to use Electronic Signatures and Recordsr For your convenience, Vertical provides access to its Service online, This
may require you to enter into agreements or receive not¡ces electronically. As a result, you acknowledge and agree to the
notices and agreements when you receive and read these notices. You agree to conduct electronically without limitation the
particular transact¡on into which you entered including entering into this Agreemenu
L You have read and understand the electronic copy of electronic contracts, notices and records, without limitation including
this Agreement, and any policies and any amendments;
i¡. You agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter;
i[ 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 thá Service and other electronic records into which you thereby
enter including, without limitation, this Agreement.
6.10 lnterpretat¡on: The parties agree that, before signing the Vertical quote and agreeing to these terms, each has had an
opportun¡ty (and isadvised) to consult legal representation to assist it in interpreting and understanding the implications,
duties, and potential liabilities that arise under this Agreement. Consequently, this Agreement shall not be construed more
strongly as against one party versus the other.
Corporete
Heedquarters
3910 Freedom Circle
Suite 103
Santa Clara, CA
950s4 (408) 404-
1600
Sales & Service
1000 Holcomb Woods
PKWY Bldg. 300, Suite
300
Roswell, GA 30076
(770) 446-3t00
Approvcd aå to Foín:
Gity Attomey
V e Rrt cn I Co rvl rv¡ u lr¡ I ceil o r.¡ s S r nvr c ¡ L¡v r l AG n ¡ r nn r rrl T
{for 8x8 Virtual Office and Virtual Contact Center)
StA-1. SERVICEAVAITABITITY
SLA-I.1. Service Availability Commitment and Remedies. Vertical comm¡ts to achieving monthly uptime (excluding
Planned Downtime) of 99.99% for the 8x8 Virtual Office ("VO") Ordered 8x8 SaaS Services and 99.95% for the 8x8 Virtual
Contact Center ("VCC") Ordered 8x8 SaaS Services (together, the "ordered VO/VCC Services"). Customer shall have the
following remedies for Vertical's failure to meet such commitment:
(al Seruíce Credít Remedy - ln the event of Unplanned Downtime in excess of .Ot% (for VO) or .O5% (for VCC) in a
calendar month ("Excess Unplanned Downtime"), Customer shall be eligible to receive from Vertical a credit in the
amount of ten percent (10 %) of the total amount of Service Fees incurred by Customer for the Ordered VO/VCC
Services for such calendar month, provided that such percentage shall increase to thirty percent (30%) in the event
that such Excess Monthly Unplanned Downtime exceeds 1,.0%in such calendar month.
(bl TermínotìonRemedy-lntheeventofExcessUnplannedDowntimeforthree(3) ormorecalendarmonthsinany
period of six (6) or fewer consecutive calendar months, Vertical shall be considered to have mater¡a¡ly breached thìs
terms of the Cloud Service Contract for purposes of Customer's right thereunder to terminate the Agreement for
Vertical's material breach thereof, provided that such Customer termination right shall (a) not be subject to any
Vertical right to cure such breach and (b) forever and irrevocably lapse, expire, and be waived if not exercised by
Customer in accordance with the Terms within thirty (30) calendar days of the breach occurring.
ln add¡tion, in the event of Excess Unplanned Downtime and Customer's opening of a related ticket with Vertical via an
Approved Support Channel, Vertical or its designee shall, upon Customer's request, provide Customer with analytics and
information regarding such incident.
SLA-1.2. Schedulingof PlannedDowntime, Vertical shall (a) usecommerciallyreasonableeffortstoscheduleand
conduct Planned Downtime at hours and in a manner reasonably expected to minimize the disruption to customers of VO
and VCC services (based on customary usage thereof in the Primary Market), (b) notify Customer (itself or via its designee)
at least forty-eight (48) hours in advance of any instance of Planned Downtime that Vertical anticipates will not last longer
than one (1) hour, and (c) notify Customer (itself or via its designee) at least seventy Two {72) hours in advance of any
instance of Planned Downt¡me that Vertical anticipates will last longer than one (1) hour.
SLA-2. CAIL QUATITY
Subject to Customer satisfying the following conditions with respect to the network(s) through which the Ordered VO/vCC
Services are accessed, Ordered VO/VCC Services shall provide a call quality of at least 3.0 MOS equivalent score for at least
ninety-eight percent (98%) af the calls therethrough in a calendar month:
(a) Vertical oritsdesigneehasconductedanetworkreviewoftheCustomer'sLANandWANandCustomerhas
implemented all of Vertical's and/or its designee's recommendations arising therefrom;
(b) theWANincludeseitheranMPLSconnectionapprovedbyVertical oritsdesigneecombinedwithaseparateDlA
connection from an independent vendor or two DIA connections from different independent vendors; and
(c) upon Vertical's and/or its designee's request following any service issue, Custorner fully cooperates with Vertical or
its designee to diagnose and address such issue.
Where the foregoing commitment is not met for three (3) separate calendar months within any period of six (6) or fewer
consecutive calendar months, Vertical will be considered to have materially breached the Terms for purposes of
Customer's right thereunder to terminate the Agreement for Vertical's material breach thereof, provided that such
Customer termination right shall (a) not be subject to any Vertical right to cure such breach and (b) forever and irrevocably
lapse, expire, and be waived if not exercised by Customer in accordance with the Terms within thirty (30) calendar days of
the month the Customer termination right arose,
StA.3. REQUIREMENTS
ln order to receive any credit that Customer is eligible to receive under this Service Level Agreement {this "SLA"), Customer
mve¡ requeÞt Juçn creolr v¡a no¡lce to ver¡lcal w¡lhin thirty {3O) days of the date that Customer first becomes eligible to
receive such credit, and any such credit not so requested within such t¡me period shall be waived and forfeited. Except to
the extent expressly agreed otherwise in writing by the Parties, each credit to be provided to Customer under this SLA shall
be applied to Customer's bill for the month following the calendar month during which Customer requests such credit in
accordance w¡th the imrnediately preceding sentence, Vertical's and its Partners' records and data shall be the basis for all
calculations and determinations under or relating to th¡s SLA. This SLA sets forth Customer's sole and exclusive remedies
with respect to any Unplanned Downtime or outages, downtime, interruptions, or call quality issues with respect to the
Ordered 8x8 SaeS Services or any failure by Vertical to meet the service levels or comm¡tments set forth in this SLA.
STA-4. TOTAT OUTAGE StA
lfthe customer experiences an extended total outage of,
a) 24 hours or Sreater up to 48 hours they will receive a I00% service credít of the customer's bill for 8x8 services for the
affected month, or;
b) if the service outage is 48 hours or greater, then the service credit will be 2oo% of the customer's bill for 8x8 services
for the affected month.
This counts the total number of hours the system is unavailable for the City's business during a calendar month.
SLA-s. SERVICE TRANSITION
ln the event this Agreement is terminated for any reason (including expiration of the Term) other than Customer's breach
of a material provision of this Agreement (including payment), Vertical will provide commercially reasonable assistance in
the transition of Service to a new provider. The transition to a new service provider shall be completed within ninety (gO)
days to one hundred and fifty (150) days; provided, however, that this timeframe may be extended if requested by
Customer. Customer agrees to continue payment for Vertical Service(s) at the then current rate until Customer provides
written notice to Vertical of the disconnection of the Service(s).
5tA-5. DEFINITIONS
Capitalized terms used and not defined in this SLA shall have the meanings assigned to them in the Terms. When used in
this SLA, the following capitalized terms shall have the followíng meanings:
"Plenned Downtime" means any unavailability, interruption, inoperability, or downtime of the Ordered VO/VCC Services
resulting from or in connection with scheduled or planned maintenance, care, upgrades, patches, or similar work relating
to Ordered VO/VCC Services by Vertical or its Affiliates or partners.
"Unplanned Downtime" means the complete unavailability, excluding Planned Downtime and unavailability due to a
force majeure event (as described in the Terms), of substantially all of the Ordered VO/VCC Services. For avoidance of
doubt, "Unplanned Downtime" does not include any inability to access Ordered VO/VCC Services while they are available
to be accessed, including without limitation due to issues with the network, internet services/connectivity, equipment,
and/or devices through which Customer, Agents, or other parties attempt to access Ordered VO/VCC Services.
Approved at to Foín:
JANICE D.
City AttorneY
DocuSign Envelope lD: 7C8345F2-FBED-45CE-BB2B-64E165E87878 c-7
8x8E**fi?îÎ,.",
September 25,20!9
City of Lodi, California
221 West Pine St
Lodi, CA 95240
Sir or Madam,
It is 8x8's understanding that City of Lodi, California ("Lodi") will soon enter into a contract with HoldCo,
lnc. d/b/a Vertical Communications ("Vertical") for the purchase from Vertical of certain resold 8x8, lnc.
("8x8") products. ln the event that Lodi does so and later early-terminates such contract under and in
accordance with the provisions of the contract that allow for termination thereof by Lodi in the event of
Vertical's bankruptcy or a similar event related to Vertical's solvency or continuation of business, 8x8
will, if promptly thereafter requested by Lodi in coordination with such termination, offer to contract
with Lodi for Lodi's order of similar 8x8 services directly from 8x8, per 8x8's then-current standard
customer agreement and terms.
Sincerely,
by:
Su# Ivoiu-or
Scott Trainor
VP, Commercial Operations
8xB lnc I 21"25 0'Nel Drive I San Jose, CA 951"31 | U5Å