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HomeMy WebLinkAboutAgenda Report - October 5, 2022 C-05r CITY OF tgo L b to 0 Z CALIFORNIA COUNCIL COMMUNICATION AGENDA ITEM car 5 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Five Year Professional Service Agreement with Vertical Communications Inc., of Phoenix, Ariz., to Manage and Support Phone Services from 8x8 Inc., of San Jose, Not to Exceed ($855,000) and Appropriating Funds ($171,000) MEETING DATE: October 5, 2022 PREPARED BY: Information Technology Manager RECOMMENDED ACTION Adopt resolution authorizing City Manager to Execute Professional Service Agreement with Vertical Communications Inc., of Phoenix, Ariz., to manage and support phone services from 8x8 Inc., of San Jose, not to exceed ($855,000) and appropriate funds ($171,000). BACKGROUND INFORMATION: The City requires a more advanced telephony system to meet the technical requirements of our customers and City staff. The functions and features of 8x8 communication platform offers advanced analytics, modern features for enhanced mobility and improved reliability. The call center offers improved functionality to our customers calling into the City, to receive call back, on -hold status and wait times. On October 2, 2019, Council approved the contract with Vertical Communications Inc., to manage and support the 8x8 Inc., VOIP (voice over internet protocol) communications platform. After an RFP process, a City committee evaluated and scored three vendors during demonstrations in key categories that best served the City's needs. Vertical and 8x8, ranked the highest with the committee, offering the best solutions for the City's changing business needs. The 8x8 VOIP is a cloud -based communications system with minimal overhead, reduced staff training and support and virtually no maintenance compared to a traditional premise -based phone system. In the past three years, the City has utilized the 8x8 platform both internally and externally with much success. The ability for customers to know their place in line, approximate hold times and to receive a call back when their place in line is reached all improve customer service outcomes. Staff has internal chat features and virtual meeting rooms with screen sharing features that allow for quick meetups to occur across City facilities or with third parties outside the City. This all has improved efficiency within City departments. Vertical Communications has provided quality customer service and even assisted the City with reducing costs by eliminating charges for unused phone numbers. Staff recommends approving the five-year agreement with Vertical Communications for the management and support of 8x8 Inc., VOIP phone service at a cost of $855,000 over the five-year term. APPROVED: I.. (Sep 30, 202209:17 PDT) Stephen Schwabauer, City Manager Note the not to exceed values above includes the cost of up to 50 new employee licenses to be added to the account over the span of five years. The not to exceed values also include current state and federal telecommunications taxes amounting to approximately 25% on professional services. If 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. FISCAL IMPACT. A functioning phone system is critical to City operations. The contract is managed by the IT Division. FUNDING AVAILABLE: Participating funds will be allocated their share of the phone costs based on annual staffing. Appropriate $171,000 from fund balance of General Fund to account 10020400.72202. Andrew Keys Deputy City Manager/Internal Services Director Benjamin Buecher Information Technology Manager Contact Information END USER Company Name: Site Address: Primary Contact Name / Title Contact Address: Phone Number: E-mail•: PROVIDER OF SERVICES Company Name: Address: Primary Contact Name / Title Phone Number: E-mail: W Cloud VoIP Statement of Work & Agreements - City of Lodi City of Lodi 221 W. Pine St., Lodi, CA 95240 Ben Buecher, IT Manager 221 W. Pine St., Lodi, CA 95240 209-333-5560 bbuecherC@lodi.eov Vertical Communications, Inc. 4717 E. Hilton Ave #400, Phoenix, AZ 85034 Kevin McCloud 602-638-5602 kmccloud@vertical.com Vertical Communications, Page 3 8/6/2019 Vvertical 8x8 Hosted VolP with Vertical Communications — Solution Renewal Agreement Prepared For: Company Name: Phone: E-mail: Quote ID: RENEWAL TERMS: Ben Buecher City of Lodi 209-333-5560 bbuecher@lodi.gov V8-082022 60 -Month Term Extension — Begins at Conclusion of Initial Agreement Term Renewal Promotion*: 1) 5% Discount on all Current User License Pricing 2) 5% Discount on all User Licenses Added during Renewal Term *Does not include DID or Toll -Free pricing, which are Non -discountable ORIGINAL BILL OF MATERIALS -PER USER LICENSE: Part Number Description Unit Sell MRC (Monthly Reoccurring Cost) VOSVCO216-01 M X Series/ X1 Users $12.60 VOSVCO216-02M X Series / X2 Users $21.50 VOSVCO216-04M X Series / X4 Users $38.90 VOSVCO216-06M X Series / X6 VCC Users $90.00 VOSVCO216-OOM X Series / Lobby License $8.96 DISCOUNTED BILL OF MATERIALS -PER USER LICENSE (5% Renewal Discount: Part Number Description Unit Sell MRC (Monthly Reoccurring Cost) VOSVCO216-01 M X Series/ X1 Users $11.97 VOSVCO216-02M X Series / X2 Users $20.43 VOSVCO216-04M X Series / X4 Users $36.96 VOSVCO216-06M X Series / X6 VCC Users $85.50 VOSVCO216-OOM X Series / Lobby License $8.51 CURRENT BILL OF MATERIALS- TOTAL USER LICENSES: QTY Description Unit Sell Extended MRC (Monthly Reoccurring Cost) 318 X Series/ X1 Users $12.60 $4,016.40 248 X Series / X2 Users $21.50 $5,332.00 1 X Series / X4 Users $38.90 $38.90 16 X Series / X6 VCC Users $90.00 $1,440.00 11 X Series / Lobby License $8.96 $98.56 TOTAL $10,925.86 *NOTE: Non -Discountable Licenses like DIDs and Toll -Free are not included Vertical Communications, Inc. 2022 PROJECTED BILL OF MATERIALS- TOTAL USER LICENSES (with 5% Rnw Discountj: QTY Description Unit Sell Extended MRC (Monthly Reoccurring Cost) 318 X Series/ X1 Users $11.97 $3,806.46 248 X Series / X2 Users $20.43 $5,066.64 1 X Series / X4 Users $36.96 $36.96 16 X Series / X6 VCC Users $85.50 $1,368.00 11 X Series / Lobby License $8.51 $93.61 TOTAL $10.371.67 *NOTE: Non -Discountable Licenses like DIDs and Toll -Free are not included **All Other Terms and Conditions from the Original Solution Agreement carry forward to this Renewal Agreement** Vertical Communications, Inc. Authorized Representative Printed Name Date City of Lodi Authorized Representative Printed Name Date Vertical Communications, Inc. 2022 8x8 Cloud VoIP Statement of Work & Agreements - City of Lodi T�.,^ ;,., y'Ti��Tlt3i-Hi`Fi r -i 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 of Customer'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; (iii) or automatically renew for a twelve- (12-) month renewal term if neither of the foregoing applies. Breach of Agreement Transition If Vertical materially breaches the contract, goes out of business, or ceases to offer 8x8 services, then the customer can transfer service directly 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 If at any point the City of Lodi decides to terminate the contract; for any reason including Vertical or 8x8 default, or breach, as well as for no fault; Vertical and or 8x8 will assign ownership of the DID numbers to City of Lodi and allow the City to port to another carrier, even if the City is in breach of contract. Insurance 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 Item 1.3 in the Reseller -Customer Terms for Resold 8x8 Virtual 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 VoIP Statement of Work & Agreements — City of Lodi Vertical 8x8 Terms Vertical Service Level Agreement Vertical RFP response Vertical Communications, Inc. Page 10 8/6/2019 8x8 Cloud VoIP Statement of Work & Agreements - City of Lodi CRITICAL CUSTOMER NOTIFICATION ("CCN") As a user of VoIP Based Services, you may, on occasion, have reason to dial Emergency Services or '911'. Please be advised. EMERGENCY SERVICES OR'911' MAY NOT BE ACCESSIBLE FROM YOUR VOIP SERVICE UNDER CERTAIN CIRCUMSTANCES, INCLUDING BUT NOT LIMITED 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 DATA SERVICE PROVIDER. • A FAILURE OR CONGESTION OF THE VOIP NETWORK PROVIDING YOUR VOIP SERVICE, THE PUBLIC SWITHCED TELEPHONE NETWORK (PSTN), THE 911 SEF.VICE PROVIDER'S NETWORK OR THE EMERGENCY SERVICES NETWORK. • THE USE OF THE SERVICE OUTSIDE THE CONTINENTAL USA • SHOULD YOU HAVE MOVED THE VOIP DEVICE, DELAYED IN PROVIDING OR FAILED TO PROVIDE ACCURATE LOCATION INFORMATION TO YOUR SERVICE PROVIDER, OR THE INFORMATION YOU HAVE PROVIDED HAS NOT BEEN UPDATED BY YOUR SERVICE PROVIDER, OR IS INACCURATE. • THE SERVICE HAS BEEN DISCONNECTED OR SUSPENDED FOR NON-PAYMENT OR FOR ANY OTHER REASON. FURTHER, IN SOME INSTANCES YOUR 911 SERVICE MAY BE LIMITED TO TRADITIONAL 911 SERVICE RATHER THAN ENHANCED 911 (OR'E-911'). WITH E-911 YOUR ADDRESS AND _-ALLBACK INFORMATION IS AUTOMATICALLY PROVIDED TO THE EMERGENCY SERVICES SYSTEMS. IF E-911 SERVICE IS NOT AVAILABLE IN YOUR AREA OR AT THE TIME OF YOUR 911 CALL, THEN, THE SYSTEM MAY DEFAULT TO 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 LABEL ON YOUR VOIP DEVICE, ANY PHONE THAT MAY BE CONENCTED (EITHER DIRECTY OR INDRIECTLY) TO THE VOIP DEVICE, AND AT OTHER PROMINENT LOCATIONS AT ALL CORPORATE LOCAT ONS 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 VOIP DEVICE/SERVICES ARE AWARE OF THE LIMITATIONS OF THE EMERGENCY SERVICES IN 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 - Vertical Communications, Inc Page 11 8/6/2019 8x8 Cloud Voll? Statement of Work & Agreements - City of Lodi CRITICAL CUSTOMER NOTIFICATION ("CCN") As a user of VoIP Based Services, you may, on occasion, have reason to dial Emergency Services or'911'. Please be advised. EMERGENCY SERVICES OR'911' MAY NOT BE ACCESSIBLE FROM YOUR VOIP SERVICE UNDER CERTAIN CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO: • A POWER FAILURE OR SOME OTHER TYPE OF FAILUFE OF THE VOIP DEVICE OR ASSOCIATED EQUPIMENT. • A FAILURE OR CONGESTION OF THE DATA CONNECTION (SUCH AS DSL CONNECTIONS) OR ASSOCIATED EQUIPMENT PROVIDED BY YOUR DATA SERVICE PROVIDER. • A FAILURE OR CONGESTION OF THE VOIP NETWORK PROVIDING YOUR VOIP SERVICE, THE PUBLIC SWITHCED TELEPHONE NETWORK (PSTN), THE 911 SERVICE PROVIDER'S NETWORK OR THE EMERGENCY SERVICES NETWORK. • THE USE OF THE SERVICE OUTSIDE THE CONTINENTAL USA • SHOULD YOU HAVE MOVED THE VOIP DEVICE, DELAYED IN PROVIDING OR FAILED TO PROVIDE ACCURATE LOCATION INFORMATION TO YOUR SERVICE PROVIDER, OR THE INFORMATION YOU HAVE PROVIDED HAS NOT BEEN UPDATED BY YOUR SERVICE PROVIDER, OR IS INACCURATE. • THE SERVICE HAS BEEN DISCONNECTED OR SUSPENDED FOR NON-PAYMENT OR FOR ANY OTHER REASON. FURTHER, IN SOME INSTANCES YOUR 911 SERVICE MAY BE LIMITED TO TRADITIONAL 911 SERVICE RATHER THAN ENHANCED 911 (OR'E-911'). WITH E-911 YOUR ADDRESS AND CALLBACK INFORMATION IS AUTOMATICALLY PROVIDED TO THE EMERGENCY SERVICES SYSTEMS. IF E-911 SERVICE IS NOT AVAILABLE IN YOUR AREA OR AT THE TIME OF YOUR 911 CALL, THEN, THE SYSTEM MAY DEFAULT —0 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 LABEL ON YOUR VOIP DEVICE, ANY PHONE THAT MAY BE CONENCTED (EITHER DIRECTY 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 VOIP DEVICE/SERVICES ARE AWARE OF THE LIMITATIONS OF THE EMERGENCY SERVICES IN 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 — Vertical Communications, Inc. Page 11 8/6/2019 8x8 Cloud VoIP Statement of Work & Agreements - City of Lodi WARNING: 911 service maybe limited on your VoIP Service. Voice Service, Including 911, vnll hmcdon differently or not at all: • During an electrical power or broadband provider outage or other faiVe of the VoIP device or data neNrork connection, Including congestion of the data network. • II you have moved the VoIP device, or if you are using the service outode of the continental USA. 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 httpslf www.8x8.comlternis-and-conditfonsZ9l noticg. Signature Name Title Company Name Date Main Service Address City, State, Zipcode City of Lodi 8/6;2019 221 W. Pine St. Lod, 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% over the CPI 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, Inc. Authorized Representative Printed Name City of Lodi Autiorized Representative Prirted Name Date Approved as to Form: JANICE D, MAGDICH City Attorney ^LY Vertical Communications, Inc. Page 12 8/6/2019 M Cloud VolP Statement of Work & Agreements - City of Lodi 12 MONTH PRE -PAYMENT DISCOUNT VERTICAL WILL PROVIDE A 3% DISCOUNT OFF THE 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, Inc. Authorized Representative Printed Name Date City of Lodi Autho-Ized Representative Printed Name Date Approved as to Form, JANICE D. MAGDICH` City Attorney Vertical Communications, Inc. Page 13 8/6/2019 ft 8x8, Inc. The Standard Letter of Agency Document A Letter of Agency (LOA) must be completed by the end-user and supplied to 8x8 Inc upon request. The LOA must contain the name and current service address of the end- user and the numbers that will be ported to 8x8 Inc 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 Inc as your telephone service provider. As you are aware, you may continue to use your existing telephone number(s) with 8x8. In 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 authorized 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 business: Service Address: _ _ _ _ _ _ Suite, Floor, etc: City:. _ _ Current Service Provider: State: Zip Code. *Note that all Telephone Numbers listed below must be associated with this Name Numbers to Transfer Billing Telephone Number (BTN) — *If you are not sure what your BTN is, please call pour Current Service Provider *If 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 local calls, interstate 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 fro -n the date written above and shall remain in full force and in effect for ninety (90)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 designate 8x8 Inc to transfer my service from my current provider to 8x8 Inc. By signing below, I also authorize 8x8 Inc to transfer my current telephone number used to provide service so that 8x8 Inc may provide its network service to me. By signing below, I also authorize 8x8 Inc to obtain billing information, customer service records, and other information required to provide me with service on the 8x8 Inc network. I understand that I may consult with gxg Inc as to whether a fee will apply to the change. Printed End -User Name: Signature: Date: © 2014 8x8 Inc. All Right Reserved. The 8x8 Inc logo is a registered service mark of 8x8 Inc. in the United States and/or other countries Approved as to Form: JANICE D. MAGDICH City Attorney (t 1 M Cloud VolP Statement of Work & Agreements - City of Lodi Key Requirements — City 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 under this SOW. Any refusal of access shall relieve Vertical of its obligations as outlined In this SOW and the implementation schedule shall be revised to reflect the delay. City of Lodi will also provide a suitable work area for Vertical personnel. Implementation 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 Information Technology (IT) professionals within City of Lodi who are able to make decisions regarding key LAN/WAN/Telephony issues. Building Requirements In order to ensure the building is suitable for the implementation set forth in this SOW, Vertical requires the following building conditions to be met by City of Lodi. If these conditions are not met, Vertical is not responsible for any delays in the Implementation schedule and is also not responsible for any additional costs incurred to ensure the building is suitable for installation. Cable Installation 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. It is assumed that any existing cable ducts, troughs and/or conduits have sufficient space remaining to install new cabling as required for this implementation. Asbestos Removal City of Lodi must identify 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 continue the work until the asbestos Is removed and the area Is considered environmentally safe to work. Vertical will not be responsible for any impact to the implementation schedule as a result. Changes to the schedule will be made by Vertical and communicated to City of Lodi. Power and Environmental Specifications Vertical will provide City of Lodi with the necessary power and environmental specifications published by the equipment manufacturer. It is assumed by Vertical that City of Lodi has adhered to these specifications as well as any local electrical code requirements. City of Lodi will provide power to purchased equipment through an adequate number of circuits provisioned according to the equipment manufacturer's specifications. If 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 installation of a UPS providing 60 minutes of standby power. Installation of power conditioning/surge suppression devices for all equipment is highly recommended. Vertical Communications, Inc. Page 16 8/6/2019 M Cloud Vo P Statement of Work & Agreements - City of Lodi Site Layout If available, City of Lodi will provide Vertical with signed, complete and accurate current floor plans that Identify the placement of all desktop devices, voice mailtox users and PCs. If City of Lodi requests generation of required floor plans by Vertical, Vertical wi I provide City of Lodi with additional quote for these services. Cable Plant and Cross Connect Records City of Lodi's existing cable plant should conform to the EIA-T568B 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 ke inaccurate or unavailable, Vertical may require the purchase of cable "Tone & Testing." Current cable plant and cross connect records will be generated from the tone and testing procedure. Network Services Verification & Liaison All network service relating requirements will be assumed by City of 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. If these records are not accurate and Vertical needs to then verify and document existing network services, Vertical will provide an additional quote to City of 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 City 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 time 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 storage for the equipment. Training Training of endpoints will be provided by Vertical as outlined In the Implementation Plan. Vertical and City of Lodi will agree on scheduling of these training courses. C ty of Lodi is responsible for communicating the scheduled times to their employees. In 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, Inc. Page 17 8/6/2019 8x8 Cloud VolP Statement of Work & Agreements - City of Lodi upon completion of 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. If the equipment does not meet specifications, Vertical will provide City of Lodi with the additional charges required to meet specifications. If City of Lodi intends to utilize any existing 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. If 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. If 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 Equipment and Services including pricing to reflect the changes requested for this SOW as well as the Project plan to reflect any changes In the dates and milestones. Vertical will work closely with City of 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 Lodi confirms their acceptance of the Terms and Conditions set forth in this Statement of Work and gives Vertical the ability to proceed with the work described in this SOW. In addition, by signing this SOW City of Lodi acknowledges that they will undertake site preparations and meet network specifications as detailed in the Key Requirements section of this SOW. Vertical Communications, Inc. Authorized Representative Printed Name Title Date Vertical Communications, Inc. City of Lodi Authorized Representative Printed Name Title Date - _APpn2ved.as to.Forra:._ -- JANICE D. MAGDICH City Attorney ° Page 18 81612019 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 implementation dates. These resources will ensure successful implementation of the product(s) and solutions as detailed in this SOW. Schedule an initial Kick-off Meeting with City of 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 questions or areas of concern. • Begin implementation according to this statement of work and the agreed implementation schedule. Vertical Communications, Inc. Page 20 8/6/2019 EXHIBIT C NOTE., The City of Lodi Is now using the online insurance program PINS Advantage. Once you have been awarded a contract you will receive an email from the City's online Insurance program requesting you to forward the email to your Insurance provider(s) to submit the required insurance documentation electronically Insurance Requirements for IT Vendor Services Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, Including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile 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 Employers Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Cyber Liability Insurance, 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 agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic Information, 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 fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations. Other Insurance Provislons: (a) Addlllonal Named insured Status The City of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers are to 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 the Contractor including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used (b) PriMary_and Non-Conlrlbutory insurance Endorsement The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or excess insurance. For any claims related to this contract, the Contractor's insurance coverage shall be primary coverage at least as broad as ISO CG 20 01 04 13 as respects the Entity, 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 Contractor's insurance and shall not contribute with it. (c) Waiver of Subrogation Contractor hereby grants to City of Lodi a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Lodi by virtue of the payment of any loss under such insurance. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Lodi has received a waiver 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) above: 221 West Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an endorsement, a description of therp oiect that it is insuring, (d) Sevexa_blldy of Interest Clause The term "insured is used severally and not collective) , but the inclusion herein of more than one insured shall not operate to incr09 Ng comp ny s is i y un er a on rac ors commPE genera a i i y an au Ta ) cie . (e) Notice of Cancellation or Chance in_Covora a Endcrsemenl This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA 95240. (f) Continuity of Coverage All policies shall be in effect on or before the first 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 that a new or extended policy has 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. If Contractor's insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and immediately obtain replacement insurance. Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims period following termination of coverage which is at least consistent with the claims period or statutes of limitations found in the California Tort Claims Act (California Government Code Section 810 at seq.). (g) Failure to Comply If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with Interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest on the first (1st) day of the month following the City's notice. Notwithstanding any other provision of this Agreement, If Contractor falls or refuses to obtain or maintain insurance as required by this agreement, or fails to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently pursue the removal of any and all of its personal property from the site or facilities. (h) lyedflcation of Coverage Consultant shall furnish the City with a copy of the policy declaration and endorsement page(s), original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certillcates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Consultant's obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the effective date. (1) Self -Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require the Consultant to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City. (j) Insurance Limits The limits of Insurance described herein shall not limit the liability of the Contractor and Contractor's officers, employees, agents, representatives or subcontractors. Contractor's obligation to defend, indemnify and hold the City and its officers, officials, employees, agents and volunteers harmless under the provisions of this paragraph is not limited to or restricted by any requirement in the Agreement for Contractor to procure and maintain a policy of insurance. (k) Subcontractors Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Consultant shall ensure that City is an additional insured on insurance required from subcontractors (1) Claims Mae Policies If any of the required policies provide coverage on a claims -made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2, Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the contract effective date, the Consultant must purchase "extended reporting" coverage for a minimum of five (5) years after completion of contract work. (m) Qualified Insurertsl 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-, VI" by the AM Best Ratings Guide, and which are acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements. Page 2 1 of 2 pages 1 Risk: rev. 3/1/2018 SXH VIRTUAL OFFICE AND VIRTUAL CONTACT CENTER SERVICE TERMS FOR WRESELLER CUSTOMERS Last Updated: November 30, 2018 THESE TERMS SHOULD BE READ CAREFULLY, AS THEYAFFECT THE PARTIES' LEGAL RIGHTS BY, AMONG OTHER THINGS, LIMITING RESELLER'S LIABILITY UNDER THE AGREEMENT 1, GENERAL 1.1. Applicability and Scope. These 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers and all content expressly incorporated herein (these "Terms") apply to those customers of a reseller of 8x8, Inc. ("8x8") that have agreed to or accepted these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers in connection with ordering 8x8 Virtual Office and/or 8x8 Virtual Contact Center services (such services (whether stand-alone, included in 8x8 Editions or 8x8 X Series, or otherwise bundled with other services), including allcomponents thereof, the "8x8 SaaS Services") from or through such reseller. For such customers, these Terms apply with respect to all 8x8 SaaS Services and Project Services (together, "Services") and Equipment ordered or provided under the Agreement (as defined below) (such Equipment, "Ordered Equipment"; such Services and equipment, together, "Ordered Products"). The 8x8 Virtual Office and Virtual Contact Center Regional Terms for 8x8 Reseller Customers included at the end hereof (the "Regional Terms") are a part of, and incorporated in, these Terms. 1.2. The Agreement. On the first occasion that the legal entity in whose name Reseller agrees to provide Services ("Customer") performs any of the following acts, such entity thereby enters into a legally -binding contract with Reseller that shall govern all ordering, acquisition, accessing, and use of Ordered Products (the "Agreement"): (a) entering into an order or other document that incorporates these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers or otherwise agreeing to or accepting these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers or (b) accessing or using any 8x8 SaaS Services after being notified that these 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers apply to such 8x8 SaaS Services or to such accessing or use thereof. The Agreement shall include all terms and conditions between Customer and Reseller (each a "Party" and together as the "Parties") related to the ordering, acquisition, accessing, or use of Ordered Products (including without limitation these Terms) and all orders of 8x8 SaaS Services and/or Equipment entered into or placed by or on behalf of Customer, each of which shall be subject to these Terms. For avoidance of doubt, any transaction, dealing, or relationship between the Parties — and any terms, conditions, documents, materials, or other content agreed to or entered into by, or otherwise applicable to, Customer and Reseller —that are unrelated to the Ordered Products or the ordering, acquisition, accessing, or use thereof (e.g., Customer's ordering from Reseller goods or services other than the Services or Equipment) (each such transaction, document, etc., an "Extraneous Agreement") shall be outside of the scope of the Agreement, and these Terms shall not govern or apply to any such Extraneous Agreement. The individual who agrees to or accepts these Terms represents and warrants to Reseller that he or she has the authority to bind Customer to the Agreement and enter into the Agreement on Customer's behalf. IF SUCH INDIVIDUAL DOES NOT HAVE SUCH AUTHORITY OR DOES NOT AGREE TO THESE TERMS, THEN HE/SHE SHOULD NOT ACCEPT THESE TERMS, ENTER INTO ANY ORDER, OR ORDER, ACCESS, OR USE THE 8x8 SaaS SERVICES OR AUTHORIZE OR PERMIT ANY OTHER PERSON TO DO 50. 1.3. Conflict. In respect of the Ordered Products and other matters within the scope of this Agreement, the Agreement shall take precedence and control in the event of any conflict or inconsistency with any Extraneous Agreement, In the event of any conflict between these Terms and any other component of the Agreement, these Terms shall take precedence and control. 1.4. Relationships Among Reseller, Customer, and 8x8. As a supplier of Reseller with respect to the 8x8 SaaS Services and Equipment, 8x8 and/or its Affiliates may make available, provide, maintain, support, administer, and/or implement the Ordered Products and/or perform billing, collection, or other functions with respect to the Ordered Products and/or the Agreement. Consequently, certain components or aspects of the 8x8 SaaS Services (including without limitation certain software applications available for download and/or for use in connection therewith) and/or Equipment may include the branding of 8x8 or Its Affiliates, and certain provisions of these Terms or other components of the Agreement may refer or relate to 8x8, its Affiliates, or the products or services offered by them. Customer and Reseller acknowledge and agree that notwithstanding the foregoing, (a) neither 8x8 nor any of its Affiliates are the service provi'd'er under the Agreement or otherwise in respect of any Ordered Products; rather, in entering into the Agreement, Customer Is entering Into acontract VC/VCC Service Terms for Reseller Customers (SB —11/30/2018) solely and exclusivelY with the non-PyO non—yentlt les from through which It orders the Ordered Products "Reseller" and the Agreement is solely between Customer and Reseller and (b) In no event shall 8x8 or any of its Affiliates, by virtue of these Terms or the Agreement, or Customer's ordering, acquisition, accessing, or use of Ordered Products, (1) be or be deemed to be a party to the Agreement or (ii) have any obligation, liability, or responsibility to Customer or any other party (nor shall Customer or any other party have any right or remedy that may be enforced or asserted against 8x8 or any of its Affiliates by virtue of or under these Terms or the Agreement). Accordingly, Customer agrees that it shall look solely to Reseller for the fulfillment of any and all obligations owed to Customer, its Affiliates, and/or other related parties under the Agreement and shall not seek to enforce the Agreement or assert or enforce their rights or remedies thereunder against 8x8 or its Affiliates. TO THE EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER HEREBY RELEASES, DISCHARGES, AND HOLDS HARMLESS 8x8, ITS AFFILIATES, AND THEIR RESPECTIVE PERSONNEL AND PARTNERS (OTHER THAN RESELLER) FROM AND AGAINST ANY AND ALL CLAIMS AND/OR LIABILITY UNDER OR WITH RESPECT TO THE AGREEMENT AND/OR THE ORDERED PRODUCTS. 1.5. Applicability Throughout the Access Period. Customer agrees and acknowledges that the restrictions and requirements applicable to Customer under these Terms are intended to apply throughout the entire Effective Period and all other periods during which the 8x8 SaaS Services ordered under the Agreement ("Ordered 8x8 SaaS Services") are available, even If any such periods are subsequent to termination or expiration of the Agreement (the Effective Period and all such other periods, collectively, the "Access Period"). Accordingly, Customer agrees that it shall comply with such restrictions and requirements for the entire Access Period, and its obligations related to such restrictions and requirements shall survive any termination or expiration of the Agreement and continue to apply during any such periods. 2. 8x8 SaaS SERVICES 2.1. Ordering 8x8 SaaS Services. Customer may order 8x8 SaaS Services under the Agreement, in each case by entering into a written order prepared by or on behalf of Reseller for the same with Reseller pursuant to the Agreement ("Orders"). Orders shall be: (a) deemed entered into by, and shall become effective and legally binding on, the Parties upon (i) execution by Customer (or execution by both Parties if the Parties have agreed in writing that the foregoing shall be required for Orders to be effective) or (ii) completion by Customer of an electronic "click -through" or "click to accept" process of Reseller or Its Partner and (b) coterminous with the Agreement (i.e., shall terminate, renew, and/or expire at the same time as the Agreement, in accordance with Sections 11 (Term and Renewal) and 12 (Termination)). Upon placement of an Order, the applicable Ordered 8x8 SaaS Services shall be provisioned, a tenant and account shall be automatically created for Customer, and Customer's designated administrator shall receive email instructions and credentials necessary to access such Ordered 8x8 SaaS Services, assign lines and/or seats to individual users, and otherwise enable Customer to access and use such Ordered 8x8 SaaS Services ("Provisioning"). 2.2. Reseller Responsibilities With Respect to 8x8 SaaS Services 2.2.1. 8x8 SaaS Services Availability. Reseller shall, itself or through one or more of its vendors, subcontractors, wholesalers, suppliers, or other service -providers (each, a "Partner" of Reseller) or Affiliates, make the Ordered 8x8 SaaS Services (which shall substantially conform to the applicable Documentation) available to Customer during the Effective Period as set forth in, and subject to the terms and conditions of, these Terms). 2.2.2. Support of 8x8 SaaS Services. Reseller shall provide standard support for Ordered 8x8 SaaS Services during Reseller's regular business hours (or such other hours agreed to in writing by the Parties) via those particular telephone numbers, email addresses, web chat interfaces, and/or other support channels expressly specified by Reseller for such purpose (the "Approved Support Channels"). 2.2.3. 8x8 SaaS Services Pricing Commitment. Except to the extent otherwise expressly agreed in writing by the Parties, (a) the Service Fee rates for Ordered 8x8 SaaS Services shall be as set forth in the applicable Order, and, during the Initial Term, Reseller may not increase any such rates, (b) after the Initial Term, Reseller may, at any time, increase such rates up to — but not in excess of — the then -current list price for the applicable Ordered 8x8 SaaS Services, (c) when Customer orders Ordered 68 SaaS Services for the first time in a country, such order shall establish the Service Fee rates that Reseller must offer for future Orders of the same Ordered 8x8 SaaS Services in that country, provided that such established rates shall increase in parallel with any rate increases under the immediately preceding clause (b), and (d) the initial Regulatory Fee rates for Ordered 8x8 SaaS Services shall be as set forth in the applicable Order. VO/VCC Service Terms for Reseller Customers (SR —11/30/2018) 2 2.2.4. Changes to Ordered 8x8 SaaS Services. Reseller may not change Ordered 8x8 SaaS Services in any way that materially reduces their overall functionality or security (based on customary usage in the United States ("US"), the United Kingdom, Australia, and Canada (the "Primary Market")), except with Customer's written approval. Reseller may, however, make other changes or perform upgrades to Ordered 8x8 SaaS Services, provided that Reseller shall provide advance notification to Customer of any such change or upgrade if reasonably practicable or otherwise promptly thereafter. 2.2.5. Content and Data Protection. Reseller shall implement and maintain commercially reasonable administrative, physical, and technical safeguards to protect the content of all communications transmitted, received, and/or stored through any Ordered 8x8 SaaS Services (Customer's "Content") from unauthorized access and use. Customer shall remain the owner of Its Content. The Parties acknowledge and agree that (a) Reseller's and its Affiliates' and Partners' role with respectto Customer's Content, if ariy, shall be that of a passive conduit and (b) neither Reseller nor any of its Affiliates or Partners shall be responsible for or have any involvement in determining or creating such Content or determining the recipients or destinations of any communications through Ordered 8x8 SaaS Services. 2.3. Customer Responsibilities With Respect to 8x8 SaaS Services 2.3.1. Customer Subscription Commitment. AS A MATERIAL COMMITMENT UPON WHICH PRICING AND OTHER TERMS OF THE AGREEMENT ARE BASED, CUSTOMER SHALL BE OBLIGATED TO PAY (IN ACCORDANCE WITH SECTION 7 (BILLING AND PAYMENT)) ALL SERVICE FEES, REGULATORY FEES, AND TAXES RELATED TO ORDERED 8x8 SaaS SERVICES FOR THE ENTIRE PERIOD BEGINNING ON THE EFFECTIVE DATE OF CUSTOMER'S FIRST ORDER AND CONTINUING FOR THE NUMBER OF MONTHS IDENTIFIED THEREIN AS THE "TERM," "INITIAL TERM," OR SIMILAR PERIOD (OR, WHERE NO SUCH PERIOD IS SO IDENTIFIED, FOR THIRTY-SIX (36) MONTHS) THEREAFTER) (THE "INITIAL TERM") AND EACH RENEWAL TERM (CUSTOMER'S "SUBSCRIPTION COMMITMENT"), provided that Customer may reduce in quantity or downgrade (e.g., to a tier with a lower Service Fee rate) Ordered 8x8 SaaS Services for the next renewal term by providing notice of the same to Reseller at least sixty (60) days before the start of such renewal term ("Reduce" or a "Reduction"), 2.3.2. Usage. Customer shall be responsible for, and shall pay in accordance with Section 7 (Billing and Payment), any applicable usage charges of the sort set forth at the time of such usage atwww.Kxg.rom teri-ns-arid-condltfons usa e. 2.3.3. Utilization of Approved Support Channels. In seeking technical and other support for Ordered Products in connection with the Agreement (or support related to the Agreement or Customer's relationship with Reseller in connection therewith), Customer agrees to solely and exclusively utilize the Approved Support Channels. Without limiting the generality of the foregoing, Customer agrees not to contact 8x8 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 httRs;LI_www_Bx8.comlterms-incl -conditions/tiSe_policy) (the "Use Policy") (which is incorporated herein) and shall fulfill all of its obligations, representations, warranties, and covenants thereunder. For avoidance of doubt, references in the Use Policy to "8x8", the "8x8 Parties", "SaaS Services", and "Ordered SaaS Services" shall respectively be deemed for purposes of these Terms to refer to Reseller, the Reseller Parties, 8x8 SaaS Services, and Ordered 8x8 SaaS Services. Customer shall provide to 8x8 (in addition to Reseller) any notice that Customer is obligated to provide to Reseller under the Use Policy. 2.3.5. Registration Information. Customer shall be responsible for the accuracy and legality of all account, Agent, and registration information (including without limitation Customer's legal name and payment information, Customer/Agent contact information, and any personal data included therein) ("Registration Information") and the means of its acquisition. 2.3.6. Network Requirements. Customer shall be responsible for ensuring that all aspects of the applicable network environment(s) adhere to the applicable standards and requirements specified in the Documentation and are configured appropriately to its proposed use of Ordered 8x8 SaaS Services. 2.4. 8x8 SaaS Services Limitations. Customer acknowledges and agrees that (a) the Ordered 8x8 SaaS Services will not be uninterrupted, error -free, or available one -hundred percent (100%) of the time (e.g., they may be unavailable during periods of planned or unplanned downtime and communications may not always be delivered to their intended destination or without loss of data), (b) a single log -in is provided for each 8x8 Virtual Office extension, and, except with respect to conference and other extensions specifically designed for conference or multi-party use ("Conference Extensions"), such log -in and extension is provided solely for use by a single Agent, (c) data transmitted or stored through the 8x8 SaaS Services may be VO/VCC Service Terms for Reseller Customers (SB -11/30/2018) 3 exported therefrom by or on behalf of Customer, Agents, or other users in a variety of ways (including without limitation via third -party integrations, other features that interoperate with third -party offerings, or local or external download), (d) the 8x8 SaaS Services are not intended to and should not be used for back-up or long-term storage of data, and (e) Reseller shall 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. 2.5. Third -Party Offerings and Integrations. 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 available) or that are used in connection with the 8x8 SaaS Services (e.g., broadband, MPLS, 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. In no event shall Reseller be liable or responsible under any such agreement (unless Reseller has agreed in writing to be a party to such agreement). Except to the extent otherwise expressly agreed in writing by the Parties, Reseller shall have no liability or responsibility (a) for any act or omission of any Provider or any operation of its offering (e.g., any accessing, modification, or deletion of data), regardless of whether Reseller, 8x8, or their Affiliates endorse, refer Customer to, approve of Customer's use of, or agree to bill and/or " "recommended," collect on behalf of such Provider or designate any such offering as "certified," rr 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. Suspenslon and Restriction. In 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 determines that such suspension is necessary to avoid actual or likely harm or damages to, or liability for, any party or where Customer has breached the Agreement and/or (b) place reasonable limitations or restrictions on the use of any Ordered 8x8 SaaS Services that are being used in violation of the Use Policy. Reseller shall notify Customer of any such suspension in advance thereof If reasonably practicable or promptly thereafter if such advance notification is not reasonably practicable. Except to the extent otherwise expressly agreed in writing by the Parties, none of the foregoing actions by Reseller or its Partners shall relieve Customer of any of its obligations under the Agreement, except that (except to the 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 Responsibilities 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. Equipment Pricing. Equipment -related pricing, discounts, and promotions (e.g., free shipping) provided in an Order shall apply solely to the particular equipment ordered under that Order, and Reseller makes no commitment and shall have no obligation with respect to future pricing for or availability of equipment. 3.3. Reseller Responsibilities With Respect to Equipment. Reseller shall, itself or through Its Affiliates or Partners, provide the Ordered Equipment to Customer and pass through to Customer a twelve- (12-) month warranty (or an extended warranty if permitted by the manufacturer) therefor. Customer may return any defective 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 M's and Reseller's technical requirements. VO/VCC Service Terms for Reseller Customers (SB —11/30/2018) 4 4. PROJECT SERVICES. The provisions of this Section 4 (Project Services) shall not apply to the extent otherwise expressly agreed in writing by the Parties. 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 Project Services"), in each case by entering into (via execution or completion by Customer of an electronic "click -through" or "click to accept" process of Reseller or its Partner) an Order 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 Services, in accordance with Section 7 (Billing and Payment) and any other terms set forth in such SOW. Customer acknowledges and agrees that Reseller makes no commitment and shall have no obligation with respect to future pricing for or availability of Project Services. S. ORDERS AND PARTY AFFILIATES; RESELLER SUBCONTRACTING Reseller may, in each case in its sole 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. Customer shall be liable and responsible for, 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 value-added tax, sales, use, withholding, public utility, or universal service taxes or fees, and emergency services surcharges (i.e., 911, E911, 999, etc.) that Reseller or its Partner reasonably believes to be assessed or assessable by any governmental, fiscal, or other authority, or recoverable by Reseller or its Partners, in respect of Ordered Products, other than those assessable against Reseller based solely on its income (collectively, "Taxes"). Any Taxes set forth in the Agreement or any quote shall be solely non-binding estimates. Any such estimates set forth In a quote or Order shall be calculated by or on behalf of Reseller in good faith based on the service address(es) provided by Customer. In order to assert an exemption from any Tax, Customer must deliver to Reseller a valid tax exemption certificate authorized by the appropriate taxing authority, in which case Customer shall still be liable for any Taxes assessed prior to such delivery. To the extent required by Law, Customer may deduct amounts from its payment of Billed Amounts for or on account of any Tax and/or withholding imposed by any governmental or fiscal authority, provided that Customer shall (a) provide notice of such requirement to Reseller at least thirty (30) days prior to making the deduction, (b) furnish Reseller with receipts evidencing remittance of the deducted amounts, and (c) pay such additional amounts to Reseller, as applicable, as are necessary to ensure receipt by Reseller of the full amount that it would have received but for the deduction. Customer acknowledges and agrees that Reseller may not charge value-added, goods and services, or similar Taxes in certain jurisdictions (such as Australia) that permit reverse charge of such Taxes. Reseller shall account for and remit any such Taxes on Ordered Products in such jurisdictions. 7. BILLING AND PAYMENT The provisions of this Section 7 (Billing and Payment) shall not apply to the extent otherwise expressly agreed in writing by the Parties. 7.1. Billing of Billed Amounts. Service Fees and 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, such amounts VO/VCC Service Terms for Reseller Customers (SB -11/30/2018) 5 shall be billed monthly, at or near the beginning of the applicable calendar month, provided that when Ordered 8x8 SaaS Services are ordered, 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 Amounts") without counter -claim, set-off, withholding, or deduction of any sort. If Customer believes in good faith that a Billed Ahiount was not actually incurred under the Agreement (i.e., was overbilled), then Customer may dispute such Billed Amount by providing notice to Reseller within thirty (30) days of the date of the first posting of the Billed Amount in the relevant account (where payment Is not By Invoice) or the date of the first invoice In which the Billed Amount was invoiced (where payment Is By Invoice), which such notice must specify the particular Billed Amount(s) in dispute and the basis of the dispute in reasonable detail. Failure to so dispute a Billed Amount within such period shall constitute a completeand irrevocable waiver of Customer's right to dispute such Billed Amount. If payment of a Billed Amount is By Invoice and Customer disputes such Billed Amount in good faith in accordance with this Section 7.2 (Payment of Billed Amounts), then Customer may, at its option, either (a) pay such Billed Amount expressly under protest or (b) withhold payment of such Billed Amount, in which case such Billed Amount, if (and only if) actually incurred under the Agreement (i.e., not actually overbilled), shall not become due until ten (10) days after Reseller's determination of the same (if such due date is later than the original due date for such amount). Delinquent Billed Amounts shall, beginning upon delinquency, accrue interest at the rate of the lesser of one -point -five percent (1.5%) per month or the maximum rate permitted by applicable law. All payments to Reseller or its Affiliate shall be non-refundable and non -creditable. 7.3. Up -Front Payment. At all times during the Effective Period other than those periods for which payment of all Billed Amounts is By Invoice, Customer shall maintain on file with 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 Invoice — 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 authorizes Reseller to make such charges or withdrawals. Where payment is by such charge or withdrawal, (a) Reseller shall post a statement of the Billed Amounts in the 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 posting. 7.4. Payment by Invoice. To the extent agreed by Reseller, Customer may pay Billed Amounts by invoice, In which case payment of those Billed Amounts shall be (a) made by credit card, check, ACH, or wire transfer and (b) due within thirty (30) days of invoice date (Net 30) (payment "By Invoice"). Each such agreement shall be within Reseller's sole discretion, but, once entered into, may not be revoked by Reseller, except upon the occurrence of event(s) that, in Reseller's reasonable discretion, put Customer's creditworthiness or solvency into question (which such events shall include without limitation Customer's default on any of its financial obligations or a Solvency Event with respect to Customer or any entity that owns or controls it). 8. CHANGE IN TERMS The provisions of these Terms may not be changed or amended in any way, except as follows: (a) The Parties may amend the provisions of these Terms as they apply to the Agreement by agreeing to do so in a written, legally -binding (on both Parties) amendment or similar document executed by both Parties that specifies the applicable amendments to these Terms and includes an express representation by Reseller that 8x8 has been notified and has expressly approved of such amendments as they apply to the Agreement. Any other attempt by Reseller and/or Customer to change or amend these Terms shall be deemed null and void, and the purported change(s) or amendment(s) In question shall not apply to the Agreement, For clarity, where the Parties agree to such different or additional terms as expressly permitted by these Terms (e.g., where a provision of these Terms is qualified by "Except to the extent otherwise expressly agreed in writing by the Parties ..."), such different or additional terms shall not be considered to be "amendments" to these Terms for purposes of this clause (a). (b) 8x8 may change or update these Terms as follows: (i) 8x8 may not change or update these Terms in any manner that would materially reduce Customer's rights or benefits, or materially increase Customer's obligations or liability, under the Agreement (a "Material Change") (i.e., any such change shall not apply to the Agreement), except where Reseller or 8x8 provides Customer with at least VO/VCC Service Terms for Reseller Customers (SB —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 notice 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) during the then -current Initial Term or renewal term (each a "Term"), 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, the change shall take effect at the end of such notice period. (ii) 8x8 may make changes or updates to these Terms that are not Material Changes by posting such changes to_ www.8x8.cat�llresell�r-order t�rl�7s or this web page, which changes shall be effective upon such posting. For avoidance of doubt, the mere addition of Regional Terms for a new country or region shall not constitute a Material Change. 9. GENERAL REPRESENTATIONS AND WARRANTIES; WARRANTY DISCLAIMER Each Party represents and warrants that it is a bona fide business, has the power and authority to enter into and perform Its obligations under the Agreement, and is not relying upon any 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 IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -INFRINGEMENT, AND TITLE. 10, RIGHTS IN AND TO THE SERVICES AND FEEDBACK To the maximum extent permitted by Law, all intellectual property and other rights, title, and interest in or to the Documentation or the Services and related software, applications, functionalities, APIs, tools, and interfaces (the "8x8 Platform") — and all configuration designs, code, deliverables, and other work product produced or developed by Reseller, 8x8, or their Affiliates or Partners in the course of performing under the Agreement (except to the extent such work product embodies Customer's pre-existing intellectual property) — shall remain with, and belong exclusively to, Reseller, 8x8, their Affiliates, and/or their licensors. Customer hereby assigns to Reseller all intellectual property and other rights, title, and interest in or to any improvement, enhancement, recommendation, correction, or other feedback that Customer may provide to Reseller, 8x8, or their Affiliates relating to their operations or the Services or Equipment, and agrees that such parties shall be free to use, license, assign, and exploit any ideas, concepts, know-how, or techniques contained therein for any purpose without restriction or compensation. 11. TERM AND RENEWAL The Agreement shall become effective on the date that the Parties enter into the Agreement and continue in full force and effect until the earlier of (a) the date terminated in accordance with Section 12.1 (Exclusive Termination 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 of Customer'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 Termination Rights. The Agreement maybe terminated: (a) by either Party with thirty (30) days' notice to the other Party (and, in the case of termination by Customer, notice to 8x8) in the event of the other Party's material breach of the Agreement (which shall include without limitation any Customer payment delinquency or Customer breach of the Use Policy) and, if such breach is reasonably capable of cure, failureto VO/VCC Service Terms for Reseller Customers (SB —11/30/2018) cure such breach within such notice period, provided that such cure requirement shall not apply with respect to a Customer payment delinquency where there has already been such a delinquency; (b) immediately by either Party upon notice to the other Party where the other Party experiences a Solvency Event; (c) by Reseller with thirty (30) days' notice to Customer in the event that any 8x8 SaaS Services become subject to an actual or threatened Claim of infringement (an "Infringement Claim") and avoidance of the 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 Infringement Claim) is not commercially feasible; (d) by Reseller with thirty (30) days' notice to Customer in the event that Customer objects to any change to these Terms proposed or made by 8x8 under Section 8 (Change in Terms); or (e) by Reseller with thirty (30) days' notice to Customer in the event that Reseller determines in good faith that such termination is necessary to comply with a law, regulation, or court or administrative order or ruling. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS SECTION 12 (TERMINATION) STATES THE PARTIES' SOLE AND EXCLUSIVE RIGHTS TO TERMINATE THE AGREEMENT, AND THE AGREEMENT MAY NOT OTHERWISE BE TERMINATED BY EITHER PARTY. 12.2. Effect of Termination. Upon any termination of the Agreement for any reason, subject to any continuing Customer financial obligations under the Agreement, all Orders and SOWs shall immediately terminate. In the event that the Agreement is terminated by Customer under and in accordance with clause (a) or (b) — or by Reseller under clause (c), (d), or (e) — of Section 12.1 (Exclusive Termination Rights), Customer shall be relieved of its Subscription Commitment for any post- termination period, and, except to the extent otherwise expressly agreed in writing by the Parties, Reseller shall refund any amounts un -used and pre -paid for Ordered 8x8 SaaS Services for any such period. For clarity, (a) no other termination of the Agreement shall relieve Customer of such commitment (which shall survive any such termination) or entitle Customer to any refund and (b) in no event shall termination or expiration of the Agreement relieve Customer of its obligation to pay any amount incurred thereunder prior to such termination or expiration. 13, ,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 against any Indemnified IP Claim threatened or brought against any of them by any third party and (b) indemnify and hold harmless the Customer Parties against any damages, attorneys' fees, defense costs, and other losses (collectively, "Losses") payable by them pursuant to the adjudication or settlement of any Indemnified IP Claim. Customer shall (i) defend Reseller, its Affiliates, their Partners, and their personnel (collectively, the "Reseller Parties") from and against any action, claim, demand, suit, investigation, inquiry, or proceeding (each a "Claim") threatened or brought against any of them by any third party that arises out of or results from Customer's Content or any actual or alleged breach of the Agreement by Customer and (ii) indemnify and hold harmless the Reseller Parties against any Losses payable by any of them pursuant to the adjudication or settlement of any such Claim. An indemnified party shall (1) provide the indemnifying Party (and, where the indemnified party is a Customer Party, provide 8x8) prompt notice upon becoming aware of such a Claim, (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 LIABILITY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, (a) IN NO EVENT SHALL RESELLER BE LIABLE UNDER THE AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR COVER DAMAGES; LOSS OF PROFITS, REVENUES, OR GOODWILL; OR LOSS OR INTERRUPTION OF BUSINESS, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHERWISE AND (b) THE MAXIMUM LIABILITY OF RESELLER UNDER THE AGREEMENT, WHETHER ARISING FROM A THEORY OR CLAIM OF BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, 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 (i) THE FOREGOING EXCLUSION AND LIMITATION ARE INTENDED TO ALLOCATE RISK AMONG THE PARTIES VO/VCC Service Terms for Reseller Customers (SB -11/30/2018) 8 UNDER THE AGREEMENT AND COMPRISE AN ESSENTIAL PART THEREOF, (ii) THE PARTIES RELIED ON SUCH EXCLUSION AND LIMITATION IN ENTERING INTO THE AGREEMENT, AND (iii) THE PRICING FOR THE ORDERED PRODUCTS WOULD HAVE BEEN SUBSTANTIALLY HIGHER IN THE ABSENCE OF SUCH EXCLUSION OR LIMITATION. 15. MISCELLANEOUS 15.1. Notices. Any notice to be provided under the Agreement shall be provided as follows: (a) to Customer— via any of the following methods:(!) email to the email address specified by Customer In connection with its initial order of Services, (ii) personal service, overnight courier, or US certified mall (return receipt 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) to Reseller—via (i) the method and to the address(es) specified for notices to Reseller in the Agreement or (ii) if no such method and address(es) are specified therein, via Delivery to the physical address specified for Reseller in connection with the first Order, and (c) to 8x8— via email to Oainis- Wicom (for notices of Claims or termination) or notice@8xi3 cont (for all other notices) or via Delivery to "8x8, Inc., Attn: Customer Service, 2125 O'Nel Drive, San Jose, CA 95131". Reseller or 8x8 may change any of its designated notice addresses via notice to Customer, and Customer may change any of its designated notice addresses via notice to both Reseller and 8x8. For avoidance of doubt, only 8x8 may change Its designated notice address. Notices shall be deemed effective and received as follows: (i) via Email—the first business day after the date sent (without any undeliverable notification being returned), (ii) via Personal Service — the first business day after the date delivered to the noticed party, (iii) via Overnight Courier — the first business day after the date delivered to the overnight courier, and (iv) via US Certified Mail —the fifth (5th) day after the date sent. Any notice or notification provided to Customer by 8x8 in accordance with this Section 15.1 (Notices) shall satisfy any requirement under these Terms for Reseller to provide that type of notice or notification (as applicable) to Customer. 15.2. Governing Law; 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 waive 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 Internet services; or network or carrier issues, provided that the foregoing shall not apply to either Party's payment obligations under the Agreement. 15.4. Entire Agreement; Amendment. The documents comprising the Agreement constitute the entire agreement between the Parties in respect of the Ordered Products and expressly supersede and replace any prior or contemporaneous agreements, written or oral, relating to thereto. The Agreement may not be amended, except via both Parties' execution of a written amendment thereto or as otherwise expressly provided in these Terms or the Agreement, provided that, for avoidance of doubt, these Terms may be amended only as set forth in Section 8 (Change in Terms). In no event shall the terms of any purchase order or similar document delivered by or on behalf of Customer or its 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. If any provision of the Agreement is deemed illegal, invalid, or unenforceable, in whole or in part, under applicable Law, the Agreement shall be deemed amended as and to the extent necessary to render Its terms valid, enforceable under applicable Law, and, to the greatest extent possible, consistent with the Parties' original intent. 15.6. Waiver. Except to the extent expressly otherwise provided in these Terms, (a) either Party's failure to exercise or enforce any right or remedy under the Agreement shall not constitute a waiver of such right or remedy and (b) no waiver of any right or remedy shall be enforceable against a Party unless in writing and otherwise conforming with these Terms. 15.7. Assignment; Binding Effect. The Agreement shall be binding upon the Parties' heirs, successors, and permitted assigns. Customer may not assign the Agreement or assign its rights or delegate its obligations thereunder, In whole or in part, except (a) (to the extent in connection with a bona fide sale of Customer or substantially all of its assets to a third party) with ten (10) days' prior notice to Reseller and 8x8 or (b) with Reseller's prior express written consent. In connection with any such VO/VCC Service Terms for Reseller Customers (SB —11/30/2018) proposed or actual assignment or delegation by Customer, Customer shall provide such information and documentation concerning the assignee or delegee as Reseller might reasonably request, and Customer shall remain jointly liable for the obligations of such assignee or delegee. For the avoidance of doubt, Reseller may assign its rights and/or delegate Its obligations under the Agreement, in part or in full, to 8x8 or one or more of 8x8's Affiliates. 15.8. No Third -Party Beneficiaries. 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. is.9. Document Execution/Acceptance. Use of DocuSlgn, or any other widely -used method of verifiable electronic signature and delivery, shall be a valid method of execution and/or delivery of all documents under the Agreement. Any document or other content related to or proposed for addition to the Agreement that is prepared by Reseller or its Partner and sent to Customer for acceptance via completion of an electronic "cllck-through," "click to accept," or similar process shall be deemed accepted and entered into by Customer upon Customer's completion of such process. 15.10. interpretation. The headings in the documents comprising the Agreement are solely for the convenience of ro.lorence 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 (Indemnification), and 14 (Exclusions and Limitations of Liability) shall survive termination or expiration of the Agreement, as shall any other provision that by its nature is intended to sosurvlve. 15.12. Definitions. When used in these Terms, the following capitalized terms shall have the following meanings: "Affiliate" — an entity that directly/indirectly controls or is controlled by or under common control with the applicable person. "Agent" — an individual authorized to use, administer, or perform actions with respect to Ordered 8x8 SaaS Services through Customer's account (as an agent, administrator, or otherwise), as identified through a unique log -in. "Documentation" — user manuals and technical documentation related to the 8x8 SaaS Services posted to www.Bxg.com or otherwise made available by 8x8 to customers of 8x8 or its Resellers from time to time, but excluding marketing or promotional materials. "Indemnified IP Claim" — a Claim alleging that the 8x8 SaaS Services, as used in accordance with the Agreement and the Documentation, infringe any patent, trademark, or copyright enforceable under the laws of the Primary Market or the European Community, excluding any Claim based upon: (a) the combination, operation, or use of 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 alteration or modification of 8x8 SaaS Services at Customer's request. "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 Affiliate for each number (including without limitation toll free and virtual numbers) associated with telephony Ordered 8x8 SaaS Services, to offset costs incurred by Reseller or its Affiliates or Partners in complying with inquiries from, and obligations imposed on them by, regulatory bodies and/or governmental agencies. "Service Fees" — the base recurring fees for Ordered 8x8 SaaS Services. "Solvency Event" — a bankruptcy, reorganization, insolvency, or similar proceeding not dismissed within 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 —11/30/2018) 10 M VIRTUAL OFFICE AND VIRTUAL CONTACT CENTER REGIONAL TERMS FOR 8X8 RESELLER CUSTOMERS 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(les) or reglon(s)). Capitalized terms used and not defined in these Regional Terms shall have the meanings assigned to them in the 8x8 Virtual Office and Virtual Contact Center Service Terms for 8x8 Reseller Customers into which they are incorporated (the "Terms"). B, Numbers and Porting. Subject to the following requirements and limitations, Reseller shall support number portability under applicable Law for Ordered 8x8 SaaS Services that involve telephone numbers (including codes) that are provided to Customer by Reseller or its Affiliate or Partner in connection with such Ordered 8x8 SaaS Services ("Reseller Numbers") or telephone numbers that are ported into Reseller or its Affiliate or Partner by Customer in connection with such Ordered 8x8 SaaS Services ("Ported -In Numbers"): • Availability of Porting — In the US and Canada, portability is dependent upon the cooperation of third parties not under the control of Reseller and 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 Affiliate) under certain circumstances (e.g., the absence of any porting agreement between Reseller or its relevant Partner and the relevant carrier). • Number Port -ins — Where Customer wishes to port numbers in to Reseller or its Affiliate or Partner from another provider (the "Donor Provider"), Customer authorizes Reseller and the relevant Affiliate(s) and Partner(s) to have the numbers routed by Reseller or such Affiliate(s) and Partner(s) (instead of the Donor Provider) and to forward appropriate details of Customer's porting application. • Reseller Numbers — Reseller shall use commercially reasonable efforts to facilitate Customer's retention of numbers assigned to the Ordered 8x8 SaaS Services during the Effective Period, provided that Reseller Numbers (a) may be changed with reasonable notice to Customer where Reseller or its Affiliate or Partner is so instructed by a regulator or determines in good faith that a third party has a valid claim to such Reseller Number(s) or that such change is required under applicable law and (b) shall belong to Reseller or its Affiliate or Partner (as applicable), and not Customer, and Customer shall have no right to sell, dispose, transfer, or keep Reseller Numbers. • Number Port -Outs — Upon termination of the Agreement or a Reduction, Reseller shall, at Customer's request, use commercially reasonable efforts to assist Customer to port out the relevant numbers (including both Reseller Numbers and Ported -In Numbers), provided that (a) outside of the US and Canada, Reseller shall have no obligation to port out any Reseller Number where such port out would require the porting out of a larger block of numbers and (b) to the extent permitted by applicable law, and except to the extent otherwise expressly agreed in writing by the Parties, Reseller may charge, and if charged, Customer shall pay, a reasonable administrative fee for each number ported out or attempted to be ported out. Without limiting the foregoing, in the US, $5.00 (USD) per number shall be considered a reasonable administrative fee for such actual or attempted port -outs. • Disclosure to Directory Services — Subject to any specific requirements in these Regional Terms, Customer consents to Reseller's or its Affiliate's or Partner's disclosure of details of its and its Agents' numbers to organizations that wish to compile directories or directory enquiry services. C. Emergency Calling Labels. In the US and Canada, Reseller or its Partner will provide Customer with warning labels regarding the limitations or unavailability of 911 emergency dialing. Customer agrees to place a label on or near each non-mobile telephone or other equipment through which Ordered 8x8 SaaS Services may be utilized or accessed. If additional labels are required, Customer shall request them from Reseller and 8x8. D. Data Protection in Australia. Subject to the terms of the Agreement and except to the extent otherwise expressly agreed in writing by the Parties, Reseller will handle any "personal information", as defined in the Privacy Act 1988 (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 Information") only in accordance with Reseller's privacy policy that applies to its customers of the 8x8 SaaS Services (the "Privacy Policy"), or as otherwise permitted or required by law. Reseller shall (a) take reasonable steps to protect VO/VCC Service Terms for Reseller Customers (SB —11/30/2018) 11 Personal Information from misuse, interference, unauthorized access, modification, or disclosure and (b) not use Personal Information, except to provide the Services or Ordered Equipment or otherwise perform its obligations under the Agreement; as set forth in the Privacy Policy; or as otherwise permitted or required by law. E. Reverse Charge of GST In Australia. Except to the extent otherwise expressly agreed in writing by the Parties, (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 that such Ordered Products are provided to Customer and not to a resident agent, and Reseller confirms, that, in providing the Ordered Products, Reseller does not have a permanent establishment, nor does it provide the Ordered Products through an enterprise that it carries on, in Australia. F. Data Protection in Canada. Except to the extent otherwise expressly agreed in writing by the Parties, to the extent that the Content, if any, that Customer sends, receives, or stores via Ordered 8x8 SaaS Services provided to a Customer Location in Canada Includes "personal information" as defined under the Personal Information Protection and Electronic Documents Act (2000, c. 5) (PIPEDA) ("Canada Personal Information"), Reseller shall use and disclose such Canada Personal Information 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 Information to Reseller via any Ordered 8x8 SaaS Services provided to a Customer Location in Canada, Reseller shall use and disclose such Canada Personal Information solely as set forth in the Privacy Policy. vo/VCC Service Terms for Reseller Customers (SB —11/30/2018) 12 W VIRTUAL OFFICE AND VIRTUAL CONTACT CENTER USE POLICY Last Updated: May 16, 2018 I. Definitions. Capitalized terms used and not defined herein shall have the meanings assigned to them in the document to which this 8x8 Virtual Office and Virtual Contact Center Use Policy (this "Policy") applies (the "Terms"). II. Scope of 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 ("Customer Use"). Ill. Determination of Requirements. Customer shall be solely responsible for determining and familiarizing itself with — and seeking its own legal counsel regarding — all United States, foreign, international, national, state, provincial, territorial, municipal, local, or other laws, regulations, codes, ordinances, treaties, conventions, writs, decrees, resolutions, promulgations, or court or administrative orders or rulings ("Laws"); contractual obligations; Foreign Requirements; network/wireless carrier requirements; and 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 Requirements might include without limitation domestic and/or foreign Laws relating to: (i) the Import or export of goods, equipment, technologies, data, or other materials; (ii) marketing, solicitation, business practices, or telecommunications or electronic communications (collectively, "Marketing Laws"), such as the US Telephone Consumer Protection Act of 1991 (the TCPA) (which significantly restricts telephone solicitations (i.e., telemarketing) and the use of automatic dialing systems, artificial or pre-recorded voice messages, SMS text messages, and facsimile communications) and Canada's Anti -Spam Legislation (CASE); (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, communications, or other activities; or wiretapping ("Monitoring Laws"), which such Laws may require advance notice or consent for such activities and may be implicated by certain uses or features of the SaaS Services, such as Barge -Monitor -Whisper and Quality Management (which allows certain Agents to monitor other Agents' computer activities). 8x8 shall have no obligation to provide legal advice of any kind to the Customer Parties, and the Customer Parties shall not treat or rely on any statements, communications, or materials of the 8x8 Parties as such. IV. Use Outside of Primary Market. Because the SaaS 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, 8x8 makes no representations, warranties, or guarantees regarding the compliance of Customer Use with prohibitions or restrictions imposed by Law, carriers, ISPs, etc. outside of the Primary Market ("Foreign Requirements"), and Customer shall be solely responsible for ensuring compliance therewith, regardless of any consent by 8x8 or its Affiliate to such Customer Use. V. Policy Requirements. Customer agrees, represents, warrants, and covenants the following: (a) 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. (b) Consents, Etc. — Customer has obtained all consents, licenses, rights, authorizations, and/or permits and has provided all disclosures and notices/notifications required (including without limitation under Marketing, Data Protection, or Monitoring Laws) for or in connection with Customer Use or related to Registration Information or any personal data therein. (c) Do -Not -Call List — To the extent that Customer Use might involve telemarketing, solicitation, or substantial outbound activities, Customer shall maintain and enforce an accurate, comprehensive, and up-to-date internal "do not call" list to prevent contacting parties that do not wish to receive further communications. (d) No Resale — Ordered SaaS Services shall not be sold/resold, leased/subleased, licensed/sublicensed, or otherwise made available to any other third party (other than an Affiliate of Customer), and all orders under the Agreement and all Customer Use shall be for Customer's or its Affiliate's own internal business use. (e) Documentation —All Customer Use shall be consistent with the applicable Documentation. (f) Order of Equipment— Customer shall order Ordered Equipment solely for use with Ordered SaaS Services. VO/VCC Service Terms for Reseller Customers (513 —11/30/2018) 13 (g) No Bribery — Neither the Customer Parties nor any Agent or other user has received or been offered any bribe, kickback, or illegal or improper payment, gift, or thing of value from any 8x8 Party In connection with the Agreement or Ordered Products. (h) Other Prohibited Uses and Activities — In no event shall Customer Use consist of, involve, promote, or facilitate any: (i) fraudulent, criminal, defamatory, harassing, unlawful, or tortious conduct or activity; (ii) transmission of misleading or inaccurate caller ID information with the intent to defraud, cause harm, or wrongfully obtain anything of value; (iii) transmission, storage, or distribution of any virus, time bomb, Trojan horse, worm, malware, spyware, or similar programs, or files, code, or other materials containing any of the foregoing; (iv) breach, violation, or infringement of any intellectual property, privacy or other right — or misappropriation of the property — of any party; (v) accessing or use of SaaS Services in or from a US embargoed country; (vi) any conduct or activity that might cause 8x8 or any of its Affiliates or Partners to violate any Law. (i) Export Control — At no point during the Effective Period or any subsequent period during which Customer, its Affiliates, 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, (j) Reasonable Business Use — Ordered SaaS Services shall be used solely for reasonable business use, which, in the case of "unlimited," "Editions," or X Series plans, features, or functionalities, shall be limited to three times (3X) the average monthly usage of the same SaaS Services by all customers of 8x8, Inc. (k) Accurate Registration Information — All Registration Information shall be accurate, current, and complete at all times during the Access Period. Customer shall promptly update Registration Information as needed to ensure its accuracy and shall promptly verify any Registration Information upon reasonable request from 8x8. (1) Use With Supported Devices — All Customer Use (other than via an 8x8 desktop or mobile application) shall be via equipment then -listed as supported by 8x8 at www.8x8,com/Communicafion5 OJLIUDME tri meet ("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. (m) Security of Ordered Products — Customer shall, during the entire Access Period, (i) implement and maintain reasonable and appropriate measures and safeguards to prevent unauthorized access to and/or use of the Ordered SaaS Services and/or the related account(s); data transmitted, received, or stored therein or therethrough; and any equipment used to access any of the foregoing and (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' / exit from such accounts at the end of each session of access thereto and (2) not modify theaforementloned equipment in any manner without 8x8's prior express written consent. (n) SaaS Services Updates and Security — Throughout the Access Period, Customer, its Affiliates accessing or using Ordered SaaS Services, and the Agents and other users shall (i) promptly install all upgrades, bug fixes, patches, and other corrections relating to the SaaS Services made available by or on behalf of 8x8 or its Affiliates or Partners and (ii) not take any action or omission that might reasonably be expected to (A) disrupt or compromise the integrity or security of any services, platforms, or networks of 8x8 or its Affiliates or Partners, (B) cause material damage to 8x8, its Affiliates or Partners, or any customer of 8x8, its Affiliates, or any their Partners, or (C) compromise the privacy of any such customer. (o) Emergency Services and High -Risk Applications — 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 INJURY, LOSS OF LIFE, OR SUBSTANTIAL DAMAGE TO PROPERTY, Customer shall inform Agents and other users and keep them apprised of any limitations of the SaaS Services with respect to contacting emergency services of which 8x8 or its Affiliates or Partners notify Customer. (p) Prohibited Acts — During the Access Period, neither the Customer Parties nor the Agents or other users shall; Vo/VCC Service Terms for Reseller Customers (SB -11/30/2018) 14 (i) inspect, possess, use, copy, reverse engineer or attempt to discover the source code of any program or other component of the SaaS Services or 8x8 Platform or any source code used to create any such program or other component, except as expressly permitted by applicable law; (ii) attempt to hack or gain unauthorized access to any network, environment, or system of 8x8, its Affiliates or Partners, or any customer of 8x8, its Affiliates, or their Partners; (ill) access or use any SaaS Services in order to build a competitive product or for the primary purpose of monitoring its availability, performance, or functionality, or for benchmarking or competitive purposes; or (iv) trunk or forward any extensions or numbers associated with the SaaS Services to a private branch exchange or key system or to other numbers that can process multiple calls simultaneously. (q) Oversight of Agents — Customer 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, (0) 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 to ensure Customer's compliance with this Policy. Approved as to Form: JANICE D. MAGDICH City Attorney VO/VCC Service Terms for Reseller Customers (58 —11/30/2018) 15 vertical 8x8 Terms: These terms and conditions, along with the Vertical Statement of Work and Agreements (including the Critical Customer Notification concerning Emergency Services), you executed with Vertical constitutes the Agreement ("Agreement") between Vertical Communications, Inc, ("Vertical', "we", or "us") and the user ("you," "user" or "Customer") of Vertical's business communications services and any related products or services ("Service"). This Agreement governs both the Service and any equipment, such as a Multimedia Terminal Adapter, Analog Telephone Adapter or any other IP connection Equipment, used in conjunction with the Service and it applies to all lines on each Vertical account. Vertical may, at its discretion and with notice, modify, change, add to or omit any terms and conditions in thls 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 TRIAL BY JURY TO RESOLVE ANY DISPUTES THAT MAY ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT. 1. EMERGENCY SERVICES - 911 DIALING YOU SHOULD BE AWARE THAT THERE ARE SOME CIRCUMSTANCES UNDER WHICH YOUR E911 SERVICE MAY NOT BE AVAILABLE OR MAY BE LIMITED IN SOME WAY. EXAMPLES OF THE LIMITATIONS OF YOUR E911 SERVICE WHEN COMPARED TO A TRADITIONAL TELEPHONE SERVICE ARE LISTED IN THIS SECTION. YOU ARE STRONGLY ADVISED TO FAMILIARIZE YOURSELF WITH THIS SECTION AND DISCUSS IT WITH YOUR VERTICAL REPRESENTATIVE IF THERE IS ANYTHING YOU FIND CONFUSING OR YOU DO NOT UNDERSTAND. IN ADDITION TO THESE TERMS, THE CUSTOMER ACKNOWLEDGES AND INDICATES REVIEW OF THE FOLLOWING STATEMENT ON 911 EMERGENCY SERVICES: htt0s'41.www.8x8.com/terms-i3nd-conditionslgll-notice. 1.1 911 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 registered 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 -parties 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, EMPLOYEES, 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, Vertical 911 Dialing as compared with TRADITIONAL basic 911 or 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 using the mobile UC client should make emergency calls using their device's telephone service and not call using the mobile client. If you attempt to use the Service without notifying Vertical and receiving our permission, emergency personnel may not be able to locate you to adequately respond to an emergency. Even with E911, emergency 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. 1A Confirmation of Activation Required. Your 911 Dialing feature will not be activated for any phone line that you are using with the Service, UNLESS AND UNTIL YOU RECEIVE AN EMAIL FROM VERTICAL CONFIRMING THE 911 DIALING FEATURE HAS BEEN ACTIVATED FOR THAT PHONE LINE. 1.5 Service Outages. (a) Service Outages Due to Power Failure or Disruption. Dependent upon your location, network backup power systems may be in place during the event of a power failure. The equipment provided may also provide limited battery backup. Consult with Vertical to determine whether or not your equipment has battery backup. I. Equipment with 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 power failure or disruption will prevent all Service, including 911 dialing, from functioning. ii. Equipment without battery backup. Equipment that does not have a battery backup cannot support 911 dialing in event of a power failure or disruption. If there is an interruption in the power supply, the Service, including 911 Dialing will not function until power is restored. Following a power failure or disruption, you may need to reset or reconfigure the equipment prior to utilizing the Service, including 911 Dialing. (b) Service Outages Due to Internet Outage or Suspension or Disconnection of Broadband Service or ISP Service. Service Outages due to Internet Outage or Suspension or Disconnect of Broadband Service or ISP will prevent all Service, including 911 dialing, from functioning. You understand you must obtain your own Internet connection, or obtain service from us (where available) to use the Service. We may not control your Internet access or the quality of your Internet connection even if the service is purchased from us depending on the type of connection purchased. We are not responsible for problems caused by your Internet connection or for any third -party products or service, nor will we contact any third -party providers on your behalf unless you have a Vertical service contract or authorize 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) Service 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 ports over which the Service is provided or otherwise impede the usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the issue. During the period that the ports are being blocked or your Service is impeded, and unless and until the blocking or impediment is removed or the blocking or impediment is otherwise resolved, your Service, 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 911 Dialing, which may result. In 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. If there is a Service outage for any reason, such outage will prevent all Service, including 911 Dialing, from functioning. SUCH OUTAGES MAY OCCUR FOR A VARIETY OF REASONS, INCLUDING, BUT NOT LIMITED TO, THOSE REASONS DESCRIBED ELSEWHERE IN THIS AGREEMENT. 1.6 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 Indemnification. We do not have any control over whether, or the manner In which, calls using your 911 Dialing service are answered or addressed by any emergency response center. We disclaim all responsibility for the conduct of local emergency response centers and the national emergency calling center. We rely on third parties to assist us in routing 911 Dialing calls to 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, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS MAY BE HELD LIABLE FOR ANY CLAIM, DAMAGE, OR LOSS, AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION, ARISING FROM OR RELATING TO OUR 911 DIALING SERVICE. You shall defend, indemnify, and hold harmless Vertical, its officers, directors, employees, affiliates and agents and any other service provider who furnishes services to you in connection with the Service, from any and all claims, losses, damages, fines, penalties, costs and expenses (including, without limitation, attorneys fees) by, or on behalf of, you or any third party relating to the absence, failure or outage of the Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or the inability of any user of the Service to be able to use 911 Dialing or access emergency service personnel. 1.8 Alternate 911 Arrangements. If you are not comfortable with the limitations of the 911 Dialing service, you should consider having an alternate means of accessing traditional 911 or E911 services or disconnecting the Service. 1.9 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 third party other than Customer for such Customer's internal business purposes. It is expressly understood that title to the Service, any trade names, trade dress, trademarks, service marks, commercial symbols, copyrightable material, designs, logos and/or any other intellectual property belong to Vertical or its underlying providers and does not pass to the Customer. Restrictions: Customer shall not: (a) copy or adapt the Service for any purpose, except as specifically permitted under this Agreement; (b) use the Service except in accordance with all applicable laws and regulations, and except as set forth in any documentation or instructions provided by Vertical; (c) reverse engineer, translate, decompile, or disassemble the Service; (d) use the Service in any outsourcing, application service provider, time-sharing or service bureau arrangement, including, without limitation, any use to provide Service or process data for the benefit of, or on behalf of, any third party other than the Customer; (e) cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Service; or (f) delete, alter, cover, or distort any copyright or other proprietary notices or trademarks. 2. SERVICE 2.1 Terms. (a) Service Terms: Service is offered on a Fixed Term agreement (the Fixed Term is a span of time that is specified in your signed order with Vertical) that begins on the date Vertical activates your Service, unless activation is delayed due to circumstances beyond the customer's control — then the term starts once the impediment to activation is removed and ends on 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 ($250) per location for each and every postponement after the first postponement. For purpose of clarity, the preceding sentence does not obligate us to grant a postponement of the activation date. 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 of the 8X8 VIRTUAL OFFICE AND VIRTUAL CONTACT CENTER SERVICE TERMS FOR 8X8 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, notice 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) or automatically renew for a twelve- (12-) month renewal term if neither of the foregoing applies. The Service is offered for the 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 to the end of the then -current month, including, without limitation, unbilled charges, plus the agreement termination fee, if applicable, all of which will immediately 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 Fair Use. (a) Usage Review. Vertical reserves the right to review usage of all its plans to ensure you are not abusing them. You agree to use Vertical 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 of Vertical. 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 $0.03 per minute and/or $0.03 per fax page. This surcharge applies to all plans, including the unlimited plans. Alternatively, in the reasonable discretion of Vertical, your Service may be immediately terminated. (b) Small Business Unlimited Usage Definition: Vertical's definition of "unlimited usage" is based on the combined number of inbound and outbound voice minutes (excluding all Vertical advertising and informational messages). We reserve the right to at any time enforce this policy in accordance with its terms. If the average voice usage exceeds 2,000 minutes per call path, such usage shall be deemed excesslve. In that event, you agree to pay a per minute, which is currently $0.03 per minute. This overage fee applies to all plans including the unlimited plans, Alternatively, in the reasonable discretion of Vertical, your Service may be immediately terminated. 23 Prohibited 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. In 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 termination fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Equipment for an unlawful purpose, we may forward the relevant communication and other information, including your identity, to the appropriate authorities for investigation and prosecutlon. You hereby consent to our forwarding of any such communications and information to these authorities, In 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) Inappropriate Conduct. You shall not use the Service or the Equipment in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or any similar behavior, We reserve the right to immediately disconnect your Service without notice, if, in our sole and absolute discretion, we determine that you have used the Service or the Equipment in any of the aforementioned ways. In the event of such disconnection, you will be responsible for the full charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will become immediately due and payable upon disconnection of your Service. If we believe that you have used the Service or the Equipment in any of the aforementioned ways, we may forward the relevant communication and other information, 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. In addition, 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. 2.4 Copyright; Trademark; Unauthorized Usage of Equipment; Firmware or Software. (a) Copyright; Trademark. The Service and Equipment and any firmware or software used to provide the Service, or provided to you in conjunction with providing the Service, or embedded in the Equipment, and all Service, information, documents and materials on our websites are protected by trademark, copyright or other 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 to provide the Service or provided to you in conjunction with providing the Service, or embedded in the Equipment, other than a nontransferable, revocable license to use such firmware or software in object code form (without making any modification thereto) strictly in accordance with the terms and conditions of this Agreement. You expressly agree that the Equipment is exclusively for use in connection with the Service and that we will not provide any passwords, codes or other information or assistance that would enable you to use the Equipment for any other purpose. We reserve the right 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, including software and/or firmware licenses, to use any interface equipment that we have not provided to you. In 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, disassemble or reverse engineer or otherwise attempt to derive the source code from the binary code of the firmware or software. 2.5 Tampering with the Device or Service. You shall not change the electronic serial number or Equipment identifier of the Equipment to perform a factory reset of the Equipment without our prior written consent. We reserve the right to disconnect your Service if we believe, in our sole and absolute discretion, that you have tampered with the Equipment. In the event of such disconnection, you will remain responsible for the full charges to the end of the current term, including, without limitation, unbilled charges, plus a termination fee, if applicable, all of which will immediately become due and 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 additional charges to you. Until such time as we receive 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 unauthorized use of the 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 (14) days of the date you disconnected Service; we receive the Equipment in its original condition; you return original proof of purchase (if 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, A2 85040 If you receive Equipment that is visibly damaged, you must contact our customer care department immediately at 877 -Vertical, Option 3, orServlce@vertical.com. 2.9 Ownership and Risk of Loss. If you purchase Equipment, you bear all risk of loss of, theft of, casualty to or damage to the Equipment, from the time it is shipped to you until the time (if any) when it is returned to us in accordance with this Agreement. This may be modified by the terms of a Vertical support contract if one is purchased. 2.10 No 0+ or Operator Assisted Calling; May Not Support x11 Calling. The Service does not support 0+ or operator assisted calling (including, without limitation, collect calls, third party billing calls, calling cards or 900 calls). The Service may not support 311, 511 and/or other x11(other than certain specified dialing such as 911 and 411, which are provided for elsewhere in this Agreement) Service in one or more (or all) service areas. 2.11 Incompatibility with Security Systems. The Service may not be compatible with security systems. You may be required to maintain a telephone connection through your 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'compatibility of any alarm monitoring or security system with the Service. 2.12 Fax Or Credit Card Machines. Vertical cannot guarantee that Fax machines or credit card machines connected through an analog telephone adapter (ATA) or similar equipment will operate properly or consistently. Voice Over IP technology is not fully consistent with the method of operation 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 by Vertical 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 of Vertical and such others. Customer agrees to protect the proprietary rights of Vertical 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 shall 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, interfaced, copied, broadcasted, reproduced, ported or otherwise routed with or to any other equipment without Vertical's prior written consent. In addition, Customer shall not move, modify, interface, copy, broadcast, reproduce, port or otherwise use or route the Service or any portion thereof with or to any other equipment, network or software that Vertical, in its sole good faith judgment, determines is interacting or interfering or may interact or interfere with the performance of the Service or any portion thereof and, from time to time, 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, fitness or performance with such equipment, 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 performance 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 the Service. cQ 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 ownership 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 Vertical, which may discharge those responsibilities, obligations and duties on behalf of Vertical, however Vertical remains contractually bound to provide these services. Q The service Is provided by 8x8. 8x8 requires the customer to agree to pass-through terms of service. The link to these service terms should have been included in the contract the customer signed. The customer agrees that the online copy at htt % www.gx8.com reseller -order -terms vo-vcc-service-terms is the ruling document superseding this document. The customer has the right 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. CHARGES; PAYMENTS; TAXES; DISCONNECTION 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 introductory pricing. Introductory pricing may change at Vertical's discretion. Notification 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 associated 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 - If 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. International 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 community. 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. Vertical 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 within 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: VerticalD}rertAli@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. If payment is not received by the due date, at late fee of 1.5% of the unpaid balance will apply. (b) Collection. If 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 Equipment 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 Agreement"), 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, If we discontinue the Service generally, or disconnect your Service without a stated reason, you will only be responsible for charges accrued through the date of disconnection, including a pro -rated portion of the final month's charges. If your Service is disconnected on account of your breach of any provision of this Agreement, you will be responsible for the full charges to the end of the current term, including, without limitation, 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 bureaus. 3.5 Taxes. State and local governments may assess taxes, surcharges and/or fees on your use of Vertical Service. These charges may be a flat fee or a percentage of your Vertical charges and may change from time to time without notice. These charges are based on the rates applicable to the address you provided to us. You are responsible for all applicable federal, state, provincial, municipal, 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. If you are exempt from payment of such taxes, you must provide us with an original certificate that satisfies applicable legal requirements attesting to tax exempt status. Tax exemption will only apply from and after the date we receive such certificate. 3.6 Charges for Directory Calls (411). We will charge you $1.50 for each call made to directory assistance. 4. Right to Cure Vertical will notify City of Lodi of any perceived breach. City of Lodi will have 30 days to cure any breach, other than unlawful use or use that would damage services provided to other customers. 5. LIMITATION OF LIABILITY; INDEMNIFICATION; WARRANTIES s.1 Limitation of Liability. We will not be liable for any delay orfailure to provide the Service, including 911 Dialing, at any time or from time totime, 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 thi3'd party - Equipment, network or facility failure Equipment, network or facility upgrade or modification Force major events such as (but not limited to) acts of Cod, acts of nature, strikes, fire, war, riot, acts of terrorism and government actions Equipment, network or facility shortage Equipment or Facility relocation Service, equipment, network or facility Failure caused by the loss of power to you Outage of, or blocking of ports or otherimpediment to usage of the Service caused by any third party -Any act or omission by you or any person using the Service or Equipment provided to you - Any other cause that is beyond our control. Our aggregate liability under this agreement will in no event exceed the Service charges with respect to the affected time period. 5.2 Disclaimer of Liability for Damages. IN 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 DIRECT, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, COMPENSATORY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES. THE MAXIMUM DAMAGES ALLOWED SHALL BE THE AMOUNT PAID BY CUSTOMER FOR ONE YEAR OF THE SERVICE AGREEMENT, 5.3 Indemnification and Survival. (a) Indemnification. Either Party shall defend, indemnify, and hold harmless the other party, its officers, directors, employees, affiliates and agents and anyother service provider who furnishes services 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, 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 expiration of this Agreement shall survive. 5.4 No Warranties on Service. 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 DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE OR EQUIPMENT WILL BE WITHOUT FAILURE, DELAY, INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR LOSS OF CONTENT, DATA OR INFORMATION. NEITHER VERTICAL NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO FURNISHES SERVICE, EQUIPMENT, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE SERVICE, WILL BE 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, REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VERTICAL'S OR ITS SERVICE PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE SERVICE OR EQUIPMENT, IF ANY, BY VERTICAL OR 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 SUBSCRIBER LISTING INFORMATION (SLI). WE SHALL NOT BE LIABLE 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 SERVICE PROVIDERS FROM AND AGAINST ANY DAMAGES, LOSSES, LIABILITIES, DEMANDS, CLAIMS, SUITS, JUDGEMENTS, COSTS AND EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND EXPENSES) ARISING 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 Hardware Warranty. YOU ACKNOWLEDGE THAT VERTICAL ANY EQUIPMENT PROVIDED DOES NOT INCLUDE A SEPARATE HARDWARE WARRANTY PROVIDED AS PART OF 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. 5.5 No Third Party Beneficiaries. No provision of this Agreement provides any person or entity not a party to this 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 liability that may arise out of the content transmitted by you or to any person, whether authorized or unauthorized, using your Service or equipment (each such person, a "User"). You shall assure that your and your User's use of the Service and content comply at all times with all applicable laws, regulations and written and electronic instructions for use. We reserve the right to disconnect or suspend your Service and remove your or your Users' content from the Service, if we determine, in our sole and absolute discretion, that such use or content does not conform with the requirements 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 Entire 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. If any part of this 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 Internet and third party networks to transmit voice and other communications. Vertical is not liable for any lack of privacy, which may be experienced with regard to the Service. 6A Subcontractors. You understand, acknowledge, and agree that from time -to -time during the term of this Agreement, Vertical may, in its sole and absolute discretion, delegate 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, Inc, Inc. ("Vertical") as agent for Vertical toast 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 LAW: 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 or the legal theories which may be involved, shall be resolved by binding arbitration before the American Arbitration Association ("AAA") by a single arbitrator in accordance with the Commercial rules of AAA in effect at the time the arbitration proceeding is initiated. The arbitration hearing shall be 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 decision. Any disputes under this Agreement shall be governed by the 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 services from being used in or accessed by a national of Cuba, Iran, North Korea, Sudan, Syria or any other sanctioned or embargoed country. 6.8 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, 11. 911 SERVICE. If you purchase broadband access as part of the Service, you agree that without limiting the obligations assumed by you under, as well as the other qualifications, limitations, and restrictions imposed by, the General Terms, 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. iv. EQUIPMENT AND HARDWARE. Under the terms of Vertical's agreements with its subcontractors, only Equipment provided by the subcontractor has been approved for use with some elements of the Service. If you intend to use any equipment not provided by 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 Records: For your convenience, Vertical provides access to its Service online. This may require you to enter into agreements or receive notices electronically. As a result, you acknowledge and agree to the notices and agreements when you receive and read these notices. You agree to conduct electronically without limitation the particular transaction into which you entered including entering into this Agreement; I. You have read and understand the electronic copy of electronic contracts, notices and records, without limitation including this Agreement, and any policies and any amendments; II. You agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter; 10. You are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; and, Iv. You agree to receive electronically information about the Service and other electronic records into which you thereby enter including, without limitation, this Agreement. 6.10 Interpretation: The parties agree that, before signing the Vertical quote and agreeing to these terms, each has had an opportunity (and is advised) 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. Corporate Headquarters 3910 Freedom Circle Suite 103 Santa Clara, CA 95054(408)404- 1600 5054(408)404- 1600 Sales & Service 1000 Holcomb Woods PKWY Bldg. 300, Suite 300 Roswell, GA 30076 (770) 446-3100 Approved as to Form: JANICE D. MAGDICH City Attomey f VERTICAL COMMUNICATIONS SERVICE LEVEL AGREEMENT (for 8x8 Virtual Office and Virtual Contact Center) SLA -1. SERVICE AVAILABILITY SLA -1.1. Service Availability Commitment and Remedies. Vertical commits 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: (a) Service Credit Remedy — In the event of Unplanned Downtime in excess of .01% (for VO) or .05% (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. (b) Termination Remedy— In the event of Excess Unplanned Downtime for three (3) or more calendar months in any period of six (6) or fewer consecutive calendar months, Vertical shall be considered to have materially breached this 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. In addition, 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. Scheduling of Planned Downtime. Vertical shall (a) use commercially reasonable efforts to schedule and 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 Downtime that Vertical anticipates will last longer than one (1) hour. SLA -2. CALL QUALITY 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%) of the calls therethrough in a calendar month: (a) Vertical or its designee has conducted a network review of the Customer's LAN and WAN and Customer has implemented all of Vertical's and/or its designee's recommendations arising therefrom; (b) the WAN includes either an MPLS connection approved by Vertical or its designee combined with a separate DIA 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, Customer 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. SLA -3. REQUIREMENTS In order to receive any credit that Customer is eligible to receive under this Service Level Agreement (this "SLA"), Customer must request such cred►t via notice to vertical within thirty (30) days of the date that Customer first becomes eligible to receive such credit, and any such credit not so requested within such time 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 with the immediately preceding sentence. Vertical's and its Partners' records and data shall be the basis for all calculations and determinations under or relating to this 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 SaaS Services or any failure by Vertical to meet the service levels or commitments set forth in this SLA. SLA -4. TOTAL OUTAGE SLA If the customer experiences an extended total outage of, a) 24 hours or greater up to 48 hours they will receive a 100% service credit 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 200% 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 In 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 (90) 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). SLA -S. 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 following meanings: "Planned 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 as to Forth: *N--- D. MAGDICH City Attorney RESOLUTION NO. 2022-230 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A FIVE-YEAR PROFESSIONAL SERVICES AGREEMENT WITH VERTICAL COMMUNICATIONS, INC., OF PHOENIX, ARIZONA, TO MANAGE AND SUPPORT PHONE SERVICES FROM 8X8, INC., OF SAN JOSE; AND FURTHER APPROPRIATING FUNDS -------------------- WHEREAS, the City requires an advanced telephony system to meet the technical requirements of our customers and City staff. The functions and features of 8x8 communication platform offers advanced analytics, modern features for enhanced mobility and improved reliability; and WHEREAS, on October 2, 2019, Council approved the contract with Vertical Communications, Inc., to manage and support the 8x8, Inc., VOIP (voice over internet protocol) communications platform; and WHEREAS, in the past three years, the City has utilized the 8x8 platform both internally and externally with much success. The ability for customers to know their place in line, approximate hold times and to receive a call back when their place in line is reached all improve customer service outcomes; and WHEREAS, staff has internal chat features and virtual meeting rooms with screen sharing features that allow for quick meetups to occur across City facilities or with third parties outside the City, leading to improved efficiency within the City departments; and WHEREAS, staff recommends approving the five-year agreement with Vertical Communications, Inc., for the management and support of 8x8, Inc., the VOIP phone service at a cost not to exceed $855,000 over the five-year term, including the cost of up to 50 new employee licenses to be added to the account over the span of the agreement term and current state and federal telecommunication taxes amounting to approximately 25% on professional services. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize the City Manager to execute a five-year Professional Services Agreement with Vertical Communications, Inc., of Phoenix, Arizona, to manage and support phone services from 8x8, Inc., of San Jose, California, in an amount not to exceed $855,000; and BE IT FURTHER RESOLVED that the Lodi City Council does hereby approve the appropriation of $171,000 from fund balance of General Fund to account 10020400.72202; and BE IT FURTHER RESOLVED, pursuant to Section 6.3q of the City Council Protocol Manual (adopted 11/6/19, Resolution No. 2019-223), the City Attorney is hereby authorized to make minor revisions to the above -referenced document(s) that do not alter the compensation or term, and to make clerical corrections as necessary. Dated: October 5, 2022 ------------------------------------------------------------------------ ------------------------------------------------------------------------ I hereby certify that Resolution No. 2022-230 as passed and adopted by the City Council of the City of Lodi in a regular meeting held October 5, 2022, by the following votes: AYES: COUNCIL MEMBERS — Hothi, Khan, Kuehne, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None { OLIVIA NASHED City Clerk 2022-230