Page 1 of 8 Cisco Spark Business Messaging and Basic Meetings Service Description Software-as-a-Service (SaaS) Subscription This document sets out the features and functions of the Cisco Spark Business Messaging and Basic Meetings Subscription Service (the “Spark Business Messaging and Basic Meetings Service”) that Cisco Systems, Inc. (“Cisco”) or its affiliates will provide to the applicable customer (“Subscriber,” “you” or “your”), for which Cisco will be paid, and continue to be paid, the appropriate fee. The Cisco Spark Terms of Service at https://www.ciscospark.com/terms-of-service.html (“Spark Terms of Service”) shall govern your use of the features and functions provided in this Service Description. However, the Spark Terms of Service shall apply only to the Spark described in this Service Description and is not applicable to other Cisco products or services. Direct Purchases: If you are purchasing services directly from Cisco, this Service Description and the Spark Terms of Service are both incorporated into your agreement with Cisco. Indirect Purchases: If you are purchasing services through a reseller, you accept the terms of the Spark Terms of Service by using the Spark Business Messaging and Basic Meetings Service. While purchase and related commercial terms are governed by your purchase agreement with the reseller, the Spark Business Messaging and Basic Meetings Service terms of use (that is, the specifics around what you may and may not do with the Spark Business Messaging and Basic Meetings Service) are governed by the Spark Terms of Service. In any case, all non-conflicting and additional terms and conditions contained in your purchase agreement with the reseller remain applicable to your purchase of the Spark Business Messaging and Basic Meetings Service. Related Documents: The following documents posted at www.cisco.com/go/servicedescriptions/ should be read in conjunction with this Service Description and are incorporated into this Service Description by this reference: (1) Glossary of Terms (to the extent those terms are not otherwise defined in this Service Description or the agreement under which you purchase services), and (2) List of Services Not Covered. Cisco services are not available in all countries. Purchases may be limited or restricted in some markets. If the Spark Business Messaging and Basic Meetings Service ordered but is limited or restricted in the end-customer’s market Cisco, will not be able to provision the Spark Business Messaging and Basic Meetings Service. Contact your sales representative for further information. General Subscription Terms You are purchasing the Spark Business Messaging and Basic Meetings Service as a “Subscriber.” A Subscriber is the company purchasing the Spark Business Messaging and Basic Meetings Service. “Employees” are the full and part-time employees or third-party contractors of Subscriber and its subsidiaries and affiliates and are provided “User” or “Named User” accounts in order to access the Service. Employees do not include Subscriber’s parent company, unless Subscriber intends to assign a Named User account to an Employee of the parent company, which is an option, but requires that the parent company Employee is a Named User for purposes of usage calculation. Employees may include third-party contractors, only if (a) all third-party contractors are counted as an “Employee” when determining the subscription quantity, (b) Subscriber allows the third-party contractor to use the Spark Business Messaging and Basic Meetings Services only for the benefit of Subscriber, (c) Subscriber does not charge the third-party contractor for the use of the Spark Business Messaging and Basic Meetings Service, (d) Subscriber is responsible for all fees incurred by such third-party contractor; and (e) Subscriber shall take full liability for the acts or omissions of a third-party contractor and/or third-party contractor’s misuse of the Spark Business Messaging and Basic Meetings Services. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 2 of 8 Service Support The Spark Business Messaging and Basic Meetings Service provide 24X7X365 online technical support in English to our customers at https://support.ciscospark.com/. Support is available for the duration of your Subscription. Spark Business Messaging and Basic Meetings Subscription Services 1. Spark Business Messaging and Basic Meetings Subscription Service Features and Functionalities a. In general, the Spark Business Messaging and Basic Meetings Service provide a secure online space for teams to create unlimited rooms where users can message, share content and meet face-to-face. The Spark Business Messaging and Basic Meetings Service are accessible from any device. Additional features are available, depending on the purchase election. Spark Business Messaging and Basic Meetings Services are sold via “Business Messaging” products. b. Business Messaging (M1). Business Messaging includes: Room moderation Single sign-on (SSO) Directory integration User Management Live Support Analytics Unlimited integrations c. Business Messaging and Basic Meetings Paid Offering (M2) includes all features in the Business Messaging paid offering, plus: i. 25-party Meetings, which includes group videos and screen sharing with other Spark Users d. Business Messaging and Advanced Meetings Paid Offering (M3) includes all features in the Business Messaging and Basic Meetingss paid offering, plus: i. e. Cisco WebEx Named User Software as a Service (SaaS) Subscription for Meeting Center Capacity 200. Terms and conditions applicable to Meeting Center Capacity 200 are located here: http://www.cisco.com/web/about/doing_business/legal/service_descriptions/docs/named_user_subscription_ service.pdf. Storage Included with Business Messaging i. Storage included with Business Messaging is calculated based on the volume of files uploaded by all Users. The Business Messaging paid offer includes 5GB of Storage per User, pooled across the total number of Users (“Total Shared Storage”). That is, the total amount of available Storage will be the number of User accounts purchased, multiplied by 5GB, for the Total Shared Storage. ii. If the Subscriber terminates the Service for convenience (as allowed under the Spark Terms of Service, and effective upon expiration or termination of all outstanding Orders), the organization’s Business Messaging account will be converted to the entry level, no-cost Business Messaging offer (“Free Spark”). The Storage included with Free Spark will be 5GB per User, but may not be pooled amongst Users. Additional terms applicable to Free Spark are set forth in the Spark Terms of Service. iii. Storage included with Business Messaging may not support overages, in which case users may not be able to store files in excess of capacity. There is no notice or warning should Storage be at or near capacity. Please inquire of your sales representative for further information. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 3 of 8 f. Services M1 – M3 are sold as individualized SKUs and may not be shared or used by anyone other than the one Subscriber Employee to whom one (1) or more of the above Basic Messaging and Meetings accounts are assigned. That is, even if there are multiple Services in the same package (i.e., Business Messaging and Basic Meetings), account usage may not divided between two (2) users where one has access to Business Messaging account and another to the Basic Meetings account. The user ID for each account must be unique to an individual and may not be of a generic nature. Account sharing will constitute a breach of agreement and will result in Subscriber’s access being suspended or account terminated. Subscriber will also be charged for excess usage in violation of these terms. 2. Spark Business Messaging and Basic Meetings Business Model Options Spark Business Messaging and Basic Meetings can be procured using a number of flexible pricing and subscription options designed to meet the business needs of any organization. These options include: a. Spark Business Messaging and Basic Meetings Named User. i. A Spark Business Messaging and Basic Meetings Service Named User must be an Employee selected by Subscriber to use Business Messaging. ii. Spark Business Messaging and Basic Meetings Named User accounts are individualized and may not be shared or used by anyone other than the one Employee to whom a Spark Business Messaging and Basic Meetings Named User account is assigned. The identification of each Spark Business Messaging and Basic Meetings Named User must be unique to an individual and may not be of a generic nature. Subscriber shall identify those Employees assigned to Spark Business Messaging and Basic Meetings Named User accounts on the “Managed Users” list (the “List”). The List will be maintained by the Subscriber’s Site Administrator, who will update the List so that it is current at all times. A Spark Business Messaging and Basic Meetings Named User account may not be transferred to another Employee, except upon (a) termination of Spark Business Messaging and Basic Meetings Named User’s employment with Subscriber or (b) in all other instances, Cisco’s prior written approval. iii. b. The Subscriber is invoiced for each Named User account purchased, irrespective of usage. Spark Business Messaging and Basic Meetings Active User i. The Active User model requires the Subscriber to issue Named User accounts to all “Employees” (see below definitions), and pay for those Employees which use their Named Host accounts. If an Employee uses their Named User account, that Employee is considered an Active User. Usage that makes an Employee an Active User is when the Employee either: 1. When purchasing Spark Meet (with WebEx Conferencing) AND Spark Message (with WebEx Messenger), hosts one or more Cisco WebEx Web Conferencing meetings or Spark Meet meetings in any given billing period; or 2. When purchasing Spark Message (with WebEx Messenger), reads or sends one or more Spark Message or WebEx Message IM(s) in any given billing period. ii. Subscriber will be billed monthly in advance at a rate determined by the prior billing term’s usage average (“Spark Business Messaging and Basic Meetings Average”). A Spark Business Messaging and Basic Meetings Average will be the total number of Spark Business Messaging and Basic Meetings Active Users averaged over months numbered nine (9), ten (10) and eleven (11) of the prior twelve (12) month subscription period. The calculated Spark Business Messaging and Basic Meetings Average derived from th th th the 9 , 10 and 11 monthly will determine the monthly fee per Spark Business Messaging and Basic Meetings Active User for the immediately following 12 month subscription period. iii. A Spark Business Messaging and Basic Meetings Active User subscription is, however, subject to a minimum subscription fee. The minimum subscription fee is based on the “Subscription Quantity”. The Subscription Quantity is calculated as follows: Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 4 of 8 1. Year 1 (that is, the first 12 months of the subscription term), Subscriber must pay for 15% of the total number of Employees employed in that time period, irrespective of usage patterns. 2. All Subsequent Years (all subsequent 12 month renewal terms), Subscriber will pay for the total number of users, or 15% of the total number of Employees employed in that time period, whichever number is greater. c. Spark Business Messaging and Basic Meetings Employee Count i. Under the Spark Business Messaging and Basic Meetings Employee Count Subscription, Subscriber must purchase a Spark Business Messaging and Basic Meetings Named User account for all Employees, employed at all times. The order quantity is then calculated based on the greater of (a) the number of Subscriber Employees as of the date of order, adjusted annually for Organic Annual Growth, or (b) 100 Spark Business Messaging and Basic Meetings Named Users. ii. The Spark Business Messaging and Basic Meetings Employee Count Subscription include an accommodation for organic corporate growth in the Spark Business Messaging and Basic Meetings Employee Count of twenty percent (20%) over the term of the contract. That is, Subscriber’s company may increase its Employee Count by up to twenty percent (20%) in the normal course of business (not in in the event of an Extraordinary Event, defined below) before an Employee Count adjustment must be made. If, at any time, the then-current Spark Business Messaging and Basic Meetings Employee Count exceeds twenty percent (20%) of the then current Spark Business Messaging and Basic Meetings Employee Count, you are obligated to notify Cisco of this increase in the number of Employees and execute an updated Order reflecting the revised Spark Business Messaging and Basic Meetings Employee Count and change to the applicable Service fees. iii. An Extraordinary Event is defined as an event such as a merger or acquisition that increases the total number of Employees by more than twenty percent (20%). Upon an Extraordinary Event, Subscriber must provide Spark Business Messaging and Basic Meetings access to such additional Employees by contacting the seller and having the Spark Business Messaging and Basic Meetings Employee Count number reset based on the number of Employees in existence after such event. Subscriber must, and agrees to, place an additional Order for the increase. Cisco Collaboration Meeting Rooms Cloud (“CMR Cloud”) Cisco CMR Cloud is a cloud-based video conferencing service, which couples a WebEx Personal Room (Advanced Meetings) with the cloud-based WebEx Video Bridge into one meeting experience. The Service is accessible from any standards-based video device and is available with the purchase of M3 (Business Messaging and Advanced Meetings Paid Offering). CMR Cloud is not available with M1 or M2 offers. See Attachment 1 for additional information regarding CMR Cloud offered with M3. CMR Cloud is co-terminus with M3. That is, CMR Cloud is not purchased independent of M3. The termination date of the M3 subscription will constitute termination of access and use of the CMR Cloud, irrespective of any remaining time on the CMR Cloud subscription. Compliance Review Cisco will have the right, upon reasonable notice, to audit Subscriber’s records (including but not limited to the List) during normal business hours to ensure Subscriber’s compliance with the above requirements. Cisco will pay the cost of the audit unless it is found that Subscriber is misusing the Spark Business Messaging and Basic Meetings and Basic Meetings Service by, for example, exceeding the number of allowable meeting participants, or providing a Named User account to a nonemployee. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 5 of 8 Audio Limitations If you are purchasing audio services from Cisco, please be advised of the following: Country Coverage. Due to rapidly changing and unpredictable global telecommunications law and regulations, availability of certain Cisco WebEx Audio services and related offerings may become restricted or discontinued. While Cisco WebEx routinely monitors applicable telecommunications laws and regulations in an attempt to readily adapt to changing legal and political environments, Cisco WebEx reserves the right to modify its’ Country Coverage Listing for all impacted Cisco WebEx Audio offerings, without notice, as necessary to meet all country legal and regulatory requirements. Currently, the Cisco WebEx Audio Services in committed, uncommitted and host-based/named user audio subscriptions that may be impacted under these circumstances are: Bridge Country/Domestic Toll-free call-in Bridge Country/Domestic Toll call-in Bridge Country/Domestic Callback Global Toll-free Call in Global Toll Call in Global Call back/CallMe Integrated VoIP Also, Cisco WebEx Audio is not available to customers with billing addresses in the following countries: Algeria, Armenia, Bahrain, Belarus, Egypt, Georgia, Jordan, Kuwait, Kyrgyzstan, Lebanon, Oman, Qatar, Russia, Saudi Arabia, Tajikistan, Turkey, Turkmenistan, United Arab Emirates, Uzbekistan, and Yemen. Customers based in these locations can purchase integrated audio from an authorized TSP (Teleconferencing Service Provider) Partner. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 6 of 8 ATTACHMENT 1 CISCO COLLABORATION MEETING ROOMS From the WebEx Video Bridge, CMR Cloud can support up to 25 participants with standards based video endpoints and up to 500 video enabled Cisco WebEx Meeting Center users in a single meeting. Users can join from Cisco TelePresence® endpoints, third-party standards-based video endpoints and UC clients, soft clients such as Cisco Jabber®, and Cisco WebEx enabled mobile or desktop web clients. Cisco does not provide technical support for third party endpoints and on-premises video deployments. The Subscriber is responsible for video endpoint setup and the ability to successfully make video calls over the Internet. CMR Cloud Offerings. CMR Cloud is offered in three (3) business models, and sold only in conjunction with the identified Cisco WebEx web conferencing service. WebEx Business Meeting Center Model CMR Cloud Business Model Named User Active User Employee Count Ports √ √ √ √ √ √ Not available. √ Not available. Named User Active User Not available. Employee Count Not available. Not available. In regards to this particular web conferencing Active User Service Description, CMR Cloud is available under both the Named User and Active User business models. CMR Cloud Employee Count is not available with Meeting Center Active User web conferencing. a. CMR Cloud Named User i. ii. A CMR Cloud Named User must be an Employee selected by Subscriber to use the CMR Cloud. For meeting-based products, a CMR Cloud Named User may host an unlimited number of meetings (“Meeting(s)”) using the Service; provided that a CMR Cloud Named User may only host one (1) Meeting at a time. Each Meeting must be hosted by a CMR Cloud Named User and is limited to the maximum number or participants as determined by the capacity of the Meeting Center (or Enterprise Edition, as available) Cisco WebEx Service purchased (“Meeting Capacity”). Meeting Capacity is inclusive of the CMR Cloud Named User. For example, Cisco WebEx Meeting Center Meeting Capacity 25 is limited to a maximum attendance of 1 Subscriber Employee host and 24 Meeting participants. iii. CMR Cloud Named User accounts are individualized and may not be shared or used by anyone other than the one employee to whom the CMR Cloud Named User account is issued. The identification of CMR Cloud Named Users must be unique to an individual and may not be of a generic nature. Subscriber shall identify those Employees issued CMR Cloud Named User accounts on the “Managed Users” list (the “List”). The List will be maintained by the Subscriber’s Site Administrator, who will update the List so that it is current at all times. A CMR Cloud Named User account may not be transferred to another Employee except upon (a) termination of the CMR Cloud Named User’s employment with Subscriber, or (b) in all other instances, Cisco’s prior written approval. iv. The minimum CMR Cloud Named User order-quantity is five (5) CMR Cloud Named Users. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 7 of 8 b. CMR Cloud Active User i. The CMR Cloud Active User is sold similar to Spark Business Messaging and Basic Meetings Active User subscription. There is a Minimum Subscription Fee, which is based on the Subscription Quantity. The Subscription Quantity is determined as set forth in Table 2 and is based on either a pre-set minimum number or the applicable usage pattern, whichever number is greater. ii. A CMR Cloud Active User is a Named User (subject to all Named User qualifications) who has, within the last thirty (30) days’, hosted one or more CMR Cloud-enabled Meeting Center or Enterprise Edition meetings which included a Video Device. A Video Device is a non-native WebEx client, such as the TelePresence system, Jabber client, Lync client, or a third party video system. Native WebEx clients such as the WebEx mobile client and PC client are not considered a Video Device. iii. Volume of access (the number of CMR Cloud seats) is based on a 1:1 ratio against the committed data service purchase. For each individual that qualifies as an Active User, as determined above in Section 2(b) (Active User SaaS Subscription), Subscriber may purchase CMR Cloud capabilities in conjunction with Named User accounts, in which case usage of either the Cisco WebEx Meeting Center or CMR Cloud will count towards the Active User Average calculation. iv. Prior to the end of each Subscription Period, WebEx will calculate the minimum CMR Cloud Subscription Fee for the next Subscription Period from the greater of (a) three percent (3%) of the total number of Employees, (b) the determined number of Active Users, as outlined in Table 2, or (c) the CMR Cloud Average (defined below in v.). This change in the CMR Subscription Quantity will occur upon invoicing in the next billing period, and requires that Subscriber execute a new Order. Failure of the Subscriber to execute an Order Form will have the same impact as if Subscriber failed to execute a revised Order for purposes of updating its Active User SaaS Subscription, which in each case constitutes a breach of agreement. v. The "CMR Cloud Average" will be the total number of CMR Cloud Active Users averaged over months numbered 9, 10 and 11 of a Subscription Period. vi. CMR Cloud Active Users are subject to a minimum subscription fee. The minimum subscription fee is based on the “Subscription Quantity”. The minimum subscription fee is paid in accordance with the agreement based on the following calculations: Table 2 First 12 month Subscription Period – CMR Minimum Either, c. All Subsequent 12 month Subscription Periods – CMR Minimum: A new Subscription – the greater of: 1. 3% of the total number of Employees 2. 15 Active User accounts The greater of: 1. 3% of the total number of Employees, 2. 15 Active User accounts, or 3. CMR Cloud Average. Service Activation Applicable to all CMR Cloud Business Models i. At the time of purchase the Subscriber will receive an information document containing a link to the provisioning form. ii. The Subscriber must submit a complete and accurate provisioning form within the Activation Grace Period. iii. The “Activation Grace Period” is the period of time from the date of purchase until Cisco has received the provisioning form. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc Page 8 of 8 iv. d. In the event that the Subscriber does not submit the provisioning form within the Activation Grace Period, the Subscription Term will start automatically upon expiration of the Activation Grace Period. Deployment Support for CMR Cloud Applicable to all CMR Cloud Business Models i. Cisco WebEx Technical Support does not provide Subscriber assistance when establishing the initial CMR Cloud configuration and connectivity to WebEx. Technical assistance will be available to Subscriber only upon equipment deployment and the successful completion of at least one (1) Meeting. ii. Subscribers who use video control equipment or video endpoints not manufactured by Cisco will need to contact their equipment vendor or manufacturer to receive technical support for any issues relating to Subscriber’s third party video or video control equipment. Controlled Doc. #EDM-121734016 Ver: 6.0Last Modified:3/17/2016 1:08:48 AM CISCO CONFIDENTIAL Spark Business Messaging and Basic Meetings Subscription Service.doc