SPECIAL ADDENDUM TO CLOUD SERVICES RESELLER AGREEMENT:
BLUE JEANS CLOUD SERVICES
By clicking the “I HAVE READ AND ACCEPT THE TERMS OF AGREEMENT” checkbox displayed below, you, Cloud
Services Reseller (“you” or “CSR”) acknowledge and agree to abide by the terms and conditions contained in this
Special Addendum to Cloud Services Reseller Agreement (“Addendum”), regarding the resale of the Cloud Services
defined below, provided by Blue Jeans Networks, Inc. (“Blue Jeans”) and sold to you by Westcon Group
European Operations Ltd. (“Distributor”), including any of its affiliates and subsidiaries. Any prior terms and
conditions of sale or agreements currently in effect between CSR and Distributor, including but not limited to the
Cloud Services Reseller Agreement or Westcon credit application (the “Agreement”), all of which are incorporated
herein by reference remain in full force and effect. Capitalized terms used but not defined herein shall have the
meanings set forth in the Agreement. In the event of any conflict between this Addendum and any prior terms and
conditions of sale, this Addendum shall prevail. This Addendum is in addition to and does not replace or modify any
Documentation provided in connection with the Cloud Services. This Addendum shall be deemed effective as of the
date last signed below (“Effective Date”) and may be updated upon email notification to CSR. CSR and Distributor
hereby agree as follows:
1. Description of Services. CSR requires certain hosted video conferencing services across multiple platforms as
described at http://bluejeans.com/; (“Cloud Services”) that Distributor will resell to CSR for resale to End Users.
Blue Jeans is in the business of and is willing to provide such Cloud Services as may be more specifically
described in a separate Statement of Work and/or Memo of Understanding (“MOU”) subject to the Agreement to
be executed between Distributor and CSR.
2. Territory. CSR will only resale Cloud Services to End Users in the following geographic regions or markets:
Europe, Middle East and Africa (“EMEA”).
3. Duties and Responsibilities of CSR. CSR is required to enter into a written contract with the End User which
shall include the End User terms located at http://bluejeans.com/site/terms-and-conditions. CSR shall not give any
condition or warranty in excess of any warranties provided in the promotional material that may be supplied by
Distributor. CSR may not sell or distribute Cloud Services to any other CSR.
4. License of Trademarks. CSR is granted a non-exclusive, royalty-free, limited license and right to use Blue
Jeans trade names, service marks, trademarks, logos, domain names, social media handles or identifiers and
other marks (collectively, the “Trademarks”) in the Territory solely for the purpose of marketing and advertising the
Cloud Services. Any goodwill derived from the use by CSR of the Trademarks shall accrue directly to Blue Jeans.
5. Title to Trademarks. CSR shall:
(i)
not use, register, nor attempt to register, or claim rights in or to, any Trademark which may be
confusingly similar to the Trademarks in any jurisdiction;
(ii)
do or omit to do anything in its use of the Trademarks that could adversely affect the validity or
reputation of the Trademarks or of Blue Jeans;
(iii)
use the Trademark as part of the name under which CSR conducts its business or any connected
business, or under which it sells or services any services (except the Cloud Services), or in any
other way, except as expressly permitted hereunder; and
(iv)
sub-license, assign, transfer, charge or otherwise encumber the right to use, reference or designate
the Trademarks to any other party, except as otherwise expressly permitted by this agreement.
6. Reverse Engineering. CSR will not and will ensure that this obligation is flown down to each End User, not to
directly or indirectly: (i) save as provided by applicable law, reverse engineer, decompile, disassemble or
otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms
relevant to the Cloud Services, documentation or data related to the Cloud Services are based, (ii) modify,
translate, or create derivative works based on the Cloud Services; (iii) use the Cloud Services for timesharing or
service bureau purposes or otherwise for the benefit of a third party; or (iv) obscure any proprietary notices or
labels.
7. Marketing Materials. If CSR creates any marketing or promotional materials ("Promotional Materials") which
references the Cloud Services, CSR shall share with the Distributor such Promotional Materials prior to their use
and shall ensure that Blue Jeans has confirmed in writing their consent to such Promotional Materials being used
by CSR. Any intellectual property rights arising in such Promotional Materials shall be owned by Blue Jeans and
CSR assigns (including by way of an assignment of future rights) all such rights to Blue Jeans. Promotional
Material must be destroyed at termination or expiration of this Agreement.
8. Marketing and Promotion. CSR shall use commercially reasonable efforts to market, promote, and sell the
Cloud Services in accordance with the terms of this Agreement.
1
Westcon Group Confidential Information
Rev. January 2016
9. Compensation and Fees. The compensation to be paid to Distributor by CSR for Blue Jeans Cloud Services will
be as set forth in the applicable MOU, SOW, and/or PCR. Should additional work beyond the scope of the Cloud
Services detailed in the applicable MOU, SOW and/or PCR by Blue Jeans be requested by CSR, fees for such
additional Cloud Services will be negotiated with Distributor prior to performing such work and will be agreed upon
in writing between the parties by utilizing a PCR or an additional SOW or MOU, as appropriate. CSR shall make
payment to Distributor within fifteen (15) days from date of undisputed invoice from Distributor or as otherwise
agreed in a Purchase Order. .
10. Pricing for Overage Fees. In the event actual usage of Cloud Services exceeds the initial quantity ordered on
the Purchase Order (“Overage”), CSR may be billed for any applicable Overage charges on a monthly basis
(“Overage Fees”). The invoice for such Overage Fees will set out the detail of the Overage. All undisputed
portions of Distributor’s invoices for Overage Fees will be paid by CSR within forty five (45) days of CSR’s receipt
of invoice for such. If CSR disputes any portion of an invoiced amount in good faith, CSR shall provide
documentation identifying the items which are in dispute within thirty (30) days of receipt of invoice. Overage Fees
will apply once an End User has used all of End User’s attendee hours; fees to be applied per attendee hour at
the same rate as originally ordered.
11. Delivery and Acceptance. Submission of an invoice by Distributor is confirmation by Distributor that Blue Jeans
has performed the Services or Cloud Services, ordered pursuant to the applicable SOW and/or MOU. The Cloud
Services performed by Blue Jeans shall be deemed accepted as performed unless otherwise established in an
applicable, mutually agreed upon SOW and/or MOU. For clarification purposes, Distributor shall have no
responsibility to perform any Cloud Services and/or Services sold to any CSR for resale to End Users under this
Agreement, or any supplemental documents referenced herein, which shall be the sole responsibility of Blue
Jeans.
12. Support. If applicable, Blue Jeans will provide technical and customer support for the Cloud Services in
accordance the actual support services ordered and Blue Jean’s then current support policy for the Cloud
Services located at http://bluejeans.com/site/terms-and-conditionsand as may be updated from time to time with
prior written notification to CSR (“Support Terms”) and any additional support terms in the Documentation. CSR
will provide End Users with Tier 1 support and Blue Jeans shall provide Tier 2 & 3 support to End Users set out in
Schedule A to this Addendum .
13. Electronic Delivery and Usage. Blue Jeans shall electronically deliver the Cloud Services directly to End Users,
including any additionally required Documentation. CSR understands that usage of the Cloud Services by its End
Users remains subject at all times to the terms and conditions of any Documentation, URL link and Authorized
Use Policy. CSR shall ensure that such terms and conditions and Authorized Use Policy are each flowed down to
the End User. Distributor shall not be liable in respect of any breach or error in delivery, loss, damage or
interruption to the Cloud Services during the Subscription Term. Distributor shall use commercially reasonable
efforts to notify CSR of any such error, loss, breach, damage or interruption.
14. Usage Report Requirements. Upon CSR’s request to Distributor, Distributor shall provide a Usage Report,
which will be sent or made accessible to the CSR for forwarding to the End User, indicating the actual level of
Cloud Services usage by End Users during a given time period and which shall serve as a basis for the invoicing
and payment of any Overage Fees in accordance with any Documentation or additional requirements or sample
reports.
15. Authorized Use Policy. CSR shall accept and comply, and shall notify its End Users to accept and comply with
the terms of the Blue Jeans Authorized Use Policy located at http://bluejeans.com/site/acceptable-use-policy.
16. Subscription Term. The Cloud Services shall be sold by Distributor to CSRs for usage by End Users for a fixed
term, which shall be designated on the Purchase Order. The Subscription Term shall begin on the effective date
set forth on the Purchase Order and shall run for the designated term, unless otherwise terminated in accordance
with this Agreement or any Terms and Conditions contained in the Documentation to be flowed down by the
CSRs to the End Users (“Initial Subscription Term”). If no effective date is set forth on the Purchase Order, the
Initial Subscription Term shall begin on the date of Cloud Services initiation. Unless otherwise stated, the Initial
Subscription Term shall be a minimum of twelve (12) months. Except as specified herein, no party shall have the
right to terminate any Purchase Order or its obligations to serve a particular End User during a Subscription Term.
Upon expiration of the Initial Subscription Term, the Subscription Term shall automatically renew for successive
terms of twelve (12) months (each a “Renewal Subscription Term”) unless either party provides the other notice of
termination at least sixty (60) days prior to termination of the then current Subscription Term. The Initial
Subscription Term and any Renewal Subscription Terms shall be collectively referred to as the “Subscription
Term”.
17. Cancellation. CSR may not cancel or reschedule any Cloud Services once accepted by Distributor.
18. Data Reconstruction. CSRs and End-Users are each responsible for maintaining their own procedures for the
reconstruction of lost or altered files, backup or saving of data or programs and for actually reconstructing any lost
or altered files, data or programs. Distributor assumes no responsibility for the protection of CSR’s and/or EndUsers’ data. Distributor is not liable for damage to software or data caused by service to the computer hardware
equipment. CSR agrees that it shall have the sole responsibility for safeguarding the software and data during
service work performed by Blue Jeans. Distributor is not liable for software damage due to any outside factor,
(i.e. software virus).
2
Westcon Group Confidential Information
Rev. January 2016
19. Maintenance Services. CSR will ensure that all equipment supported by Blue Jeans will have maintenance and
support services agreement provided by the applicable original equipment manufacturer (OEM). If such OEM
support services are not in place, CSR acknowledges and agrees that CSRs and End-Users will only receive the
applicable OEM warranty, and that CSRs and End-Users will only be able to receive hardware or software
technical support, software upgrades, or replacement hardware from the OEM at the then-current OEM rates and
minimum time periods.
20. Blue Jeans Disclaimer. BLUE JEANS DOES NOT WARRANT THAT THE CLOUD SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT
MAY BE OBTAINED FROM USE OF THE CLOUD SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS
SECTION, THE SERVICES ARE PROVIDED “AS IS” AND BLUE JEANS DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT.
21. Compliance with Laws: Blue Jeans and Distributor shall have no responsibility for any third party, CSR or End
User’s use of the Cloud Services (a) which is not in compliance with any applicable US or EU country, federal,
state and local laws, rules, regulations and codes, whether domestic or foreign, or (b) in violation of any
applicable, import, export and re-export laws and regulations, including the Export Administration Regulations, the
International Traffic in Arms Regulations and country-specific economic sanctions programs implemented by the
Office of Foreign Assets Control.
22. Blue Jeans Security Policy and Information. CSR shall flow down to the End User, Blue Jeans privacy policy
located at http://bluejeans.com/site/terms-and-conditions “Blue Jeans Privacy Policy” including any amendments
thereto. Distributor shall notify CSR of any update or modification to its Privacy Policy.
BY CLICKING THE “I HAVE READ AND ACCEPT THE TERMS OF AGREEMENT” CHECKBOX DISPLAYED
BELOW ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE
THE REQUISITE AUTHORITY TO BIND SUCH ENTITY TO THIS CLOUD SERVICES ADDENDUM IN WHICH
CASE THE TERMS “CSR”, “YOU” OR “YOUR” SHALL REFER TO SUCH COMPANY OR LEGAL ENTITY. IF
YOU DO NOT HAVE AUTHORITY TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE WITH
THESE TERMS, DO NOT CLICK THE “I HAVE READ AND ACCEPT THE TERMS OF AGREEMENT”
CHECKBOX AND DO NOT PURCHASE, SELL OR USE MANAGED SERVICES OR SERVICES UNDER ANY
CIRCUMSTANCES.
Schedule A- Support Services
Communication between Tier-1 and Tier-3 support personnel
Provide training to Tier-1 support personnel
Incidents to be solved by Tier-2:
Complicated usage related questions/ issues that were not
included in Tier-1 training and documentation
Issues due to new software releases that were not covered in
Tier-1 training
Issues due to new endpoint software/firmware releases
Complex Technical questions/ issues. e.g.
Network congestions
Dropped calls
Endpoint not able to connect due to service unavailability
All other incidents to be escalated to Tier-3 level
CSR will be responsible for Tier-1 support as follows:
Tier-1 Support Responsibilities
Customer Communication
Receiving and logging End User calls
Verifying that the End User has a current subscription and
support agreement with Blue Jeans
Verifying any relevant updates are installed
Determine initial problem/issue
Setting and managing End User expectations
Maintain direct customer contact for service issues and
general feedback
Work with customers to decide when to close tickets
Incidents to be solved by level 1
Usage related questions/issues
Registration/Login
Schedule, manage and join meetings
Control functions during meeting
User Account Management
Provision new users
Delete users
Extend Trial Period for users
Setup enterprise group administrators
Create enterprise groups
Billing Management
Follow-up if customers are not configured for the correct billing
plans
Follow-up if customers don’t receive monthly invoices
Basic technical troubleshooting
Local computer problems
Local endpoint issues
Simple network issues
Simple service quality issues for video, audio and web
connectivity
All other incidents to be forwarded to Tier 2
Tracking of all service incidents and follow-up incidents with
Tier 2 and Tier 3 support personnel
Tier-3 Support Responsibilities
No direct Customer contact, unless agreed by both Parties for
specific customer situations
Incidents to be solved by Tier-3:
Chronic technical questions/issues. e.g.
Reiterating issues that cannot be solved by Tier-2
Jump on severe issues for important customers
Issues that affect several customers across the board
All other incidents that cannot be solved by other support
personnel
Work with engineering to isolate complex issues and drive
them to resolution
Work with Product Management to incorporate customer
feedback into the overall product roadmap
Provide regular training to Tier-2 and Tier-3 personnel for new
features and capabilities
Blue Jeans Networks, Inc.will be responsible for Tier-2 and Tier-3
support as follows (during Blue Jeans regular business hours):
Tier-2 Support Responsibilities
No direct Customer contact, unless agreed by both Parties for
specific customer situations
3
Westcon Group Confidential Information
Rev. January 2016