8x8, Inc. Authorized Affiliate / Reseller Agreement

Transcription

1 8x8, Inc. Authorized Affiliate / Reseller Agreement This agreement ( Agreement ) is effective (the Effective Date ) by and between 8x8, Inc. ( 8x8 ), a Delaware Corporation, with headquarters at 810 West Maude Avenue, Sunnyvale, CA 94085; and, ( Affiliate ). This Agreement supersedes all previous agreements or verbal conversations. 1. DEFINITIONS. The following terms in this Agreement shall have the meanings set forth below: a. Term Contract means the end-customer term contract that is attached as Exhibit C to this Agreement, or as may be revised from time to time according to 8x8 s normal business practices; b. MRR means the monthly recurring revenue collected by 8x8 in each respective month for service fees, and does not include: equipment sales (including amortized equipment fees charged per month when the customer does not pay for the equipment at the point of sale), taxes, Universal Service, Regulatory Recovery, E911 or any other state, local or regulatory-related fees added to the customer bill by 8x8; c. Products and Services means 8x8 equipment and services displayed on and d. Terms and Conditions means the 8x8 terms and conditions at 2. COMPENSATION. An Affiliate may earn commissions as follows: a. a one-time bounty as defined in Exhibit A; b. residual commission as defined in Exhibit A is paid on MRR, including but not limited to those as defined in Exhibit A, sold to a customer on a month-to-month arrangement; c. residual commissions will be increased by 3% points for customers who are under, or renew a Term Contract such as the example shown in Exhibit C and as defined by the Terms and Conditions referenced above; and d. on equipment sold as defined in Exhibit B when bundled with a service sold. 8x8 will pay Affiliate commissions monthly, within thirty (30) days upon receipt of payment after the second full month of billing. Commissions will be paid once $500 in commissions has been earned. Bounty and equipment commissions will be charged back to the Affiliate if the user cancels their service or the user is deleted by 8x8 for non-payment within sixty (60) days of creating account. 8x8 reserves the right to not pay bounty and equipment commissions until the charge back period of sixty (60) days has expired. Circumstances under which bounty, residual or equipment commissions will not be paid: a. trial (non-paying) accounts; b. pro-rated months when a full month of MRR payment is not charged or received by 8x8; c. customers who disconnected 8x8 Products and Services within the past twelve (12) months; d. accounts not in good credit standing at the time of commission calculation; and e. Products and Services are being used internally by the Affiliate. 3. AUTHORIZATION. a. During the term of this Agreement, 8x8 authorizes Affiliate to purchase, license and/or resell 8x8 Products and Services and reserves the right to modify this Agreement from time to time according to 8x8 s normal business practices. b. No Resale Outside the Territory. Affiliate agrees not to solicit orders, engage salespersons, resell, or establish warehouses or other distribution centers outside of the United States. 4. PRODUCTS AND SERVICES. Affiliate may solicit customers for all 8x8 Products and Services and Affiliate agrees that all 8x8 services will be marketed by Affiliate for commercial use as defined in the Terms and Conditions. All unlimited calling plans are for customers with a place of operation or service in the United States or Canada. Any use found to be inconsistent with this restriction would result in the plan being automatically changed to the Freedom International Service Plan or termination of the 8x8 Products and Service. Without the express written permission of 8x8, Affiliate may not resell the 8x8 Products and Service to its customers or subscribers. Users of the Products and Service are customers of 8x8 and not the Affiliate with respect to the 8x8 Products and Service. Affiliate must notify 8x8 at Affiliates@8x8.com if Affiliate s or mailing address changes. 8x8 reserves the right to change Terms & Conditions, pricing as posted on upon posting on the 8x8 web site. Affiliates must register in writing with 8x8 quotes that are outstanding at the previous price within thirty (30) days of the price change on the 8x8 web site and the opportunity must close within thirty (30) days of the price change. 5. STATEMENT of USE. Any literature used by Affiliate and any reference to 8x8 or 8x8 Products and Services are subject to advance written approval by 8x8. Affiliate must comply with 8x8 s Anti-Spamming and Statement of Use policies and is solely responsible for any claims received by 8x8 from the FCC, FTC, state regulatory agencies, the Better Business Bureau or similar agencies for libel, slander, invasion of privacy, harassment, do-not-call violations, decency or copyright infringement arising from the content of Affiliate s communications. Affiliate has no authority to bind 8x8 to a sale; so all sales are binding only upon acceptance by 8x8. 6. RIGHT TO AUDIT. Affiliate reserves the right to audit 8x8 s compliance with this section upon reasonable notice to 8x8 and shall be responsible for the complete expense of an audit. Audits shall occur no more than one (1) time per calendar year. 8x8 Authorized Affiliate / Reseller Agreement Page 1 of 5

2 7. TERM and TERMINATION. a. Term. The term of this Agreement begins on the Effective Date and is renewable in one (1) year increments upon a written agreement signed by 8x8 and Affiliate. b. Termination. This Agreement may be terminated for convenience, for any reason or no reason, by either party upon no less than thirty (30) days prior written notice to the other. This Agreement may be terminated by 8x8 for cause at any time upon Affiliate's material breach of the Agreement, upon ten (10) days notice. c. Effect of Termination. Upon the termination or expiration of this Agreement, Affiliate's rights to purchase 8x8 Products and Services shall immediately cease, 8x8 shall discontinue all Affiliate benefits, and Affiliate shall immediately (a) cease to represent itself as an 8x8 Affiliate, and (b) cease its use of any 8x8 trademarks. Upon termination of this Agreement, residual commissions will be paid in perpetuity for customers who continue their business with 8x8 under a Term Contract in good standing. Residual commissions will cease after the later of (a) twenty-four (24) months from the date of termination of this Agreement for customers not under a Term Contract, or (b) the date that a customer s Term Contract expires (without renewal) or ceases to be in good standing with 8x8. 8. WARRANTY. 8X8 MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AGREEMENT OR ANY PRODUCTS AND SERVICES THAT MAY BE INVOLVED AT ANY TIME WITH THIS AGREEMENT. 8X8 DISCLAIMS WARRANTIES (INCLUDING, WITHOUT LIMITATION), FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE OR USAGE). 8X8 MAKES NO REPRESENTATION THAT THE OPERATION OF 8X8 S WEB SITE OR PRODUCTS AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. 8X8 IS NOT RESPONSIBLE NOR LIABLE FOR PUNITIVE OR CONSEQUENTIAL DAMAGES. ANY PRODUCTS OR SERVICES OF 8X8 ARE NOT TO BE USED IN MEDICAL OR OTHER CIRCUMSTANCES WHERE FAILURE OR INTERRUPTION COULD CAUSE INJURY OR DEATH. 9. MISCELLANEOUS. The parties are independent contractors, so Affiliate is not an agent, employee, joint venture or partner of 8x8. The governing law for this Agreement is California, and any litigation to the extent possible will be in or as near Sunnyvale, CA, as possible. Affiliate may not assign this Agreement, payment under this Agreement or performance hereunder unless prior written consent of 8x8 has been obtained. To the extent that 8x8 provides information marked Confidential (or confirms by follow-up notice in writing within three (3) days that a certain oral communication was Confidential), Affiliate will keep such information confidential and not use such information ever until such information is in the public domain through no fault of Affiliate. Any trade secrets, patentable inventions or other intellectual property of Affiliate remain the intellectual property of Affiliate and any intellectual property of 8x8 shall remain the intellectual property of 8x8. This provision survives termination. Upon termination, Affiliate will cease any efforts to solicit sales for 8x8 Products and Services and return to 8x8 any literature or demonstration equipment with any of 8x8 s various trademarks or technology other than those purchased and fully paid. Affiliate commits to keeping current on 8x8 Products and Services by: checking for updates, reading all partner correspondence, attending periodic Affiliate training and agrees to notify 8x8 of any use of 8x8 s software, trademarks, logos, brand names, URLs etc. which Affiliate suspects to be illegal or improper. This is a complete agreement and cannot be modified or supplemented except by specific reference to it in a written document executed by authorized 8x8 representative and an authorized representative of Affiliate. IN WITNESS WHEREOF, authorized representatives of Affiliate and 8x8, Inc. acknowledge having read the provisions set forth in this Agreement agree to be bound as of the Effective Date. 8x8, Inc., a Delaware Corporation Affiliate: Signature: Signature: Name: Name: Title: Title: Date: Date: Address: City, State, Zip: Telephone: Affiliate is a Tax ID number (type Corporation) (Attach completed W-9). Affiliate's requested website sales code is. (Required for commission tracking) 8x8 Authorized Affiliate / Reseller Agreement Page 2 of 5

3 Exhibit A 8x8, Inc. Bounty and Residual Commission Schedule 8x8 List Price Floor Price Bounty per Service SERVICE DESCRIPTION Residual* Virtual Office Voice Services Virtual Office Unlimited Extension $ $ $ % Virtual Office Metered Extension $ $ 9.99 $ % Virtual Office Global Extension $ $ $ % Shared Line Unlimited Ext $ $ $ % Virtual Office Add-On Services Virtual Attendant (or Second AA) $ $ 9.99 $ % Unlimited Virtual Extension $ $ $ % Unlimited Fax Extension $ $ $ % SwitchBoard Software $ $ 9.99 $ % Virtual Office Pro $ $ 9.99 $ % Virtual Meeting Monthly - 15 Participants $ $ $ % Virtual Meeting Unlimited - 50 Participants $ $ $ % Virtual Room Video Services Virtual Room - Low Definition $ $ $ % Virtual Room - Standard Definition $ $ $ % Virtual Room - High Definition $ $ $ % Complete Contact Center Solution (C3) 8x8 Complete Contact Center Agent Seat $ $ $ % Managed Hosting Services Customized Managed Hosting Service NA NA $ 1X MRR 12% *Affiliate will be paid monthly residual commission payments under this Agreement for as long as a customer remains party to a Term Contract for 8x8 Products and Services, or as defined in section 7.c. of this agreement. 8x8 Authorized Affiliate / Reseller Agreement Page 3 of 5

4 Exhibit B 8x8, Inc. Equipment Commission Schedule 1) The prices in this Exhibit B are only applicable to equipment sold in conjunction with a service plan from Exhibit A. If the actual sales price of the equipment exceeds the Floor Price, the sales price less the Floor Price will be paid to Affiliate as equipment commission ( Equipment Commission ). The Equipment Commission will not exceed the Difference in the table of this Exhibit B. Equipment sold below the Floor Price will not be commissionable. 2) The Floor Price is subject to change at the discretion of 8x8 based on market conditions. 3) A Master Product Pricing Sheet will be issued at the beginning of each month and posted on Phones & Adapters 8x8 List Price Floor Price Difference* Cisco SPA 303G $ $ $ Cisco SPA 504G $ $ $ Cisco SPA 525G2 $ $ $ Linksys VoIP Adapter $ $ $ - Polycom SoundPoint 335 IP phone $ $ $ Polycom SoundPoint 550 IP phone $ $ $ Polycom SoundPoint 560 IP phone $ $ $ Polycom SoundPoint 670 IP Phone $ $ $ Polycom Conference Phone 5000 $ $ $ Polycom Conference Phone 6000 $ $ $ Polycom Conference Phone 7000 $ 1, $ $ Polycom VVX 1500 Video Phone $ $ $ Routers 8x8 List Price Floor Price Difference* Dlink 655 Router $ $ $ EdgeMarc 200 AE1 $ $ $ EdgeMarc $ $ $ Headsets 8x8 List Price Floor Price Difference* Plantronics CS55 Wireless $ $ $ Plantronics W0200 (Savi) $ $ $ Plantronics W0200B (Voyager) $ $ $ Activation & Shipping 8x8 List Price Floor Price Difference* Phone Activation (per unit) $ $ $ Product Shipping (per unit) $ $ $ 8.99 * Maximum amount paid to Agent/Reseller 8x8 Authorized Affiliate / Reseller Agreement Page 4 of 5

5 Exhibit C 8x8, Inc. Customer Term Contract SERVICE AGREEMENT THIS SERVICE AGREEMENT ( Agreement ) is entered into as of the effective date marked below (the Effective Date ), by and between 8x8, Inc., a Delaware corporation with its principal place of business at 810 West Maude Avenue, Sunnyvale, CA 94085, telephone ( 8x8 ) and, a corporation having its principal place of business at, telephone ( Customer ). 1. Term: The Initial Term of this Agreement shall be: months. 2. Services. Services shall include the following products and services, and the Monthly Service Fee shall be as follows: Service Description Quantity Monthly Service Fee (excluding taxes and fees) Physical Extensions(s) $ Features(s) $ Contact Center $ Total Minimum Monthly Service Fee $ 3. Billing. Billing for the Service will begin on the earlier of (a) the date of activation of the Service or seven (7) days after the Effective Date (the Cutover Date ). 4. Term and Termination. The Effective Date is the latter of the dates in the signature blocks below. This Agreement shall become effective as of the Effective Date, and shall remain in full force and effect until the end of the Initial Term set forth in Section 1. Additional orders after the Effective Date shall have the same term as this Agreement. 5. The Agreement. This Agreement consists of this master document ( Master Document ), the attached Terms and Conditions attached hereto as Exhibit A ( Terms and Conditions ), the documents incorporated by reference in the Terms and Conditions, and the remaining attached Exhibits, each of which is incorporated into and made a part of this Agreement by this reference. In the event of any conflict between any provision of this Master Document and the Terms and Conditions, the provision of the Master Document shall be controlling. 6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties have entered into this Agreement as of the Effective Date. Customer (by its authorized representative) By: Printed Name: Title: Date: 8x8 (by its authorized representative) By: Printed Name: Title: Date: 8x8 Authorized Affiliate / Reseller Agreement Page 5 of 5