Cloud Service Subscription Resale Partner Program

Terms and Conditions

1. Scope. 


Program Scope. This Cloud Service Subscription Resale Partner Program (the “Program”) allows
authorized Cisco Partners who accept the terms (“Program Terms”) herein (“Partners”) to Resell
(as defined herein) and support Cisco-hosted cloud offers described in the Offer Descriptions (the
“Cloud Service(s)”).

2. Definitions.

2.1. “Administrative Data” means data related to an End User’s employees or representatives
to administer or manage use of the Cloud Service. Administrative Data may include
Personal Data and information about contractual commitments, whether collected at the
time of the initial registration or thereafter.

2.2. “Customer Data” means all information and data that Partner’s End Users or anyone acting
on Partner’s behalf provides or transfers to Cisco in connection with such End Users’ use
of the Cloud Services. Customer Data includes Administrative Data but does not include
Telemetry Data.

2.3. “EEA Authorized Source” means a distributor, reseller, or systems integrator to whom the
Resale Agreement authorizes Partner to Resell Products and Services within the European
Economic Area.

2.4. “End User” or “Subscriber” each means a customer that purchases the Cloud Services
from Partner for its own internal use and not for Resale, remarketing, or redistribution.
Partner is the “End User” if Partner purchases a Cloud Offer for its own Internal Use under
the Resale Agreement.

2.5. “European Economic Area” means the then-current member states of the European Union
and the then-current member states of the European Free Trade Association. For
avoidance of doubt, this definition includes Switzerland.

2.6. “Offer Description(s)” means the terms and conditions for the applicable Cloud Services
located at https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-
terms.html.

2.7. “Order” means an ordering document (including a web or other electronic form) submitted
to Cisco that specifies at least the End User’s corporate name and address, duration,
type/product ID (PID) and quantity of Cloud Service(s) to be provided, chosen billing
frequency and the associated fees, if any.

2.8. “Ordering Entity” means the entity that submitted the Order to directly Cisco in accordance
with the Resale Agreement.

2.9. “Resale” or “Resell” means: (i) outside of the European Economic Area, the sale of the
Cloud Services in their entirety directly to End Users; and (ii) inside the European Economic
Area, the sale of the Cloud Services in their entirety directly to End Users and EEA
Authorized Sources. Resale/Resell does not include Partner’s ability to retain rights to the
Cloud Services and offer such Cloud Services as part of a Partner-branded managed/cloud
offer to any End Users. For the avoidance of doubt, the foregoing is subject to any territory

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 restrictions set forth in the Resale Agreement.

2.10. “Resale Agreement” means the agreement between Partner and Cisco that authorizes
Partner’s Resale of Cisco Products and Services to End Users.

2.11. “Telemetry Data” means information generated by instrumentation and logging systems
created through the use and operation of Cisco products and services.

3. Eligibility Requirements and Term.

Partner Program Enrollment. Partner must accept these Program Terms through Cisco’s Partner
Program Enrollment (“PPE”) tool (http://www.cisco.com/go/ppe).

3.1. Resale Agreement. Partner must have a current valid Resale Agreement. This Program
is governed by the terms and conditions of the Resale Agreement in addition to these
Program Terms.

3.2. Additional Requirements or Restrictions. Certain Cloud Services may be made available
subject to additional requirements or restrictions, including programmatic, certification, or
specialization requirements. In addition, certain Cloud Services may include additional
terms and conditions specific to that offer and attached hereto (“Additional Terms”).

3.3. Program Term. Partner is enrolled in the Program for one (1) year beginning when Partner
accepts these Program Terms in PPE (the “Program Term”).

4. End User Agreements.

4.1. Partner shall include a link to the Universal Cloud Terms and Offer Description(s) found at
https://www.cisco.com/c/en/us/about/legal/cloud-and-software/cloud-terms.html in its
purchase agreement with each End User and inform each End User that such terms apply
to End User’s use of Cisco’s Cloud Services.

4.2. Partner shall provide End Users with relevant Documentation made available by Cisco
about the Cloud Offer.

4.3. Breach. Partner shall notify Cisco promptly of any breach or suspected breach of the
Universal Cloud Terms and further agrees that it will, at Cisco’s request, assist Cisco in
efforts to preserve Cisco’s or its supplier’s intellectual property rights including pursuing an
action against any breaching third parties.

4.4 Sales with Partner-branded Managed/Cloud Offers. If Partner Resells the Cloud Services
with its Partner-branded managed/cloud offer to any End Users, it shall (a) sell the Cloud
Offer in its entirety as a Cisco-branded Cloud Service to the End User, (b) do so without
modification or alternation of the Cloud Services, and (c) comply with the obligations set
forth in these Program Terms.

4.5 Not for Resale. Cisco may make available Cloud Services for purchase on a “not for resale”
subscriptions basis (“NFR Subscription”) for the sole purpose of evaluation, lab use, and
demonstration. NFR Subscriptions may only be installed or used in a Partner-owned or
controlled environment, not for live or production use, and any warranties and Service
Level Agreements will not apply.

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 4.6 Partner shall ensure that the ordering information set forth in Partner’s order form with its
End User is consistent with the ordering information set forth in the order that is submitted
to the Ordering Entity or, if Partner is the Ordering Entity, the Order that Partner submits to
Cisco.

5. Data Protection and Security.

Partner must (1) develop or have an information security program that (a) complies with generally
applicable data privacy and security laws and regulations and (b) is appropriate to the nature and
scope of Partner’s activities and services; (2) conduct routine risk assessments of Partner’s (or its
subcontractor’s) information security program; (3) regularly test and monitor to measure and
confirm the effectiveness of the information security program’s key controls, systems, and
procedures; and (4) encrypt, protect or secure Customer Data and any other sensitive or personal
data while “at rest” and during transmission (whether sent by e-mail, fax, or otherwise), and storage
(including when stored on mobile devices, such as a portable computer, flash drive, PDA, or cellular
telephone).

Partner must obtain fully-informed and clear consent from End Users to (1) permit Cisco to share
Customer Data with Partner and (2) permit Partner to share Customer Data with Cisco. Consent
for both (1) and (2) will be to the extent required to provide the Cloud Services.

6. Service Level Agreements. Cisco may make available Service Level Agreements (“SLAs”) for
certain Cloud Services. If Cisco does so, Partner must have the capability (i.e., financial systems,
processes, etc.) to record and track Cisco’s issuance of Service Credits (which could be financial
or service credits) for End Users. Partner must offer and issue (when applicable), at a minimum,
the Service Credits that Cisco credits to an End User’s account.

7. Ordering. Unless otherwise expressly instructed by Cisco, all Orders for Cloud Services must be
submitted through Cisco Commerce Workspace located at
http://apps.cisco.com/ICW/PDR/home.do.

8. Payment. Ordering Entity is responsible for paying Cisco according to the billing frequency and
buying model selected in the Order and, if Partner is the Ordering Entity, pursuant to the payment
terms in the Resale Agreement, if applicable. Nonpayment by Partner’s customer for Cloud
Services will not relieve Partner of any of its obligations related to the purchase of such Cloud
Services. However, in the event of End User’s failure to pay the respective Partner for the Cloud
Services, resulting from bankruptcy proceedings instituted by or against the End User and if
instituted against the End User are not dismissed within sixty (60) days of initiation, Cisco will permit
Ordering Entity to terminate the applicable Order with regard to that End User with written notice to
Cisco and without penalty to Ordering Entity, in a manner to be mutually agreed upon by the parties
in writing.

9. Auto-renewals. The Cloud Services renew automatically for the period selected in the Order,
unless Ordering Entity elects the option not to renew at the time of Order submission. If Ordering
Entity fails to elect the option not to autorenew at the time of Order submission, Ordering Entity is
responsible for payment of the renewal subscription fees, regardless of whether End User uses the
Cloud Offer. If Ordering Entity does not turn off autorenew at the time of Order, but subsequently
decides not to renew, Ordering Entitymust provide notice of non-renewal thirty (30) days prior to
the end of the then current subscription term of the Cloud Offer. If the price for a Cloud Offer
changes prior to renewal, Cisco will notify Ordering Entity of such price change reasonably in
advance of such renewal.

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10. Metered Use. Where a Cloud Service is subject to metered billing, Cisco will meter End User’s
use of the Cloud Service and aggregate all such activity for each billing cycle. Cisco will issue a
separate invoice for each End User’s use of the Cloud Service (s) to Ordering Entity

11. End of Life. Cisco reserves the right to end-of-life (EOL) a Cloud Service three (3) years after the
end-of-sale date. If Ordering Entityprepaid the subscription fee for the Cloud Service which is
subject to EOL, Cisco will use commercially reasonable efforts to transition End User to a
substantially similar Cloud Service. If Cisco does not have a substantially similar Cloud Service,
then Cisco will credit the Ordering Entityany unused portion of the prepaid subscription fee for such
Cloud Service, calculated from the last date the Cloud Service is available. Such credit can be
applied towards the future purchase of Cisco products.

12. Technical Support. Unless otherwise agreed between Partner and Cisco (in an exhibit or
separate agreement supplementing this Addendum), Cisco provides basic technical support with
its Cloud Services, as described in each Offer Description. Higher levels of support may be
available for an additional fee.

13. Offer Availability. Cloud Services may not be available in all Territories. Other Territorial
restrictions and conditions may apply.

14. General.
14.1. Cisco reserves the right to audit, terminate, suspend, amend, modify, revoke, or cancel the
Program, in whole or in part, for any reason at any time without prior notice. Cisco will act
reasonably in communicating with Partners through email and the posting on Cisco.com in
the event of any Program changes. Cisco may also audit Partner’s sales under the
Program to ensure compliance with the Program intent. Cisco may remove Partner from
participation in this Program if Partner refuses an audit under this clause.

14.2. Should an End User elect to use an authorized Cisco partner other than Partner to renew
any Cloud Service, Partner will reasonably cooperate with Cisco, the Ordering Entity, and
the End User to transfer End User to such partner.

14.3. Cisco reserves the right to terminate Partner’s participation in the Program and/or disqualify
Partner from future participation in the Program if Partner violates any of the provisions of
these Program Terms. If a Partner, for whatever reason, no longer supports an End User
with respect to a Cloud Service hereunder, Partner shall notify Cisco of this fact and provide
any information reasonably requested by Cisco. Neither Partner nor Ordering Entity shall
be entitled to any refund from Cisco for any unused portion of the prepaid subscription fee
for such Cloud Services. Cisco or its authorized representative may contact and engage
with End User related to continuation of such Cloud Service or related support.

14.4. If any Cloud Service is found to have been sold by Partner to parties and/or for
opportunities other than those specifically permitted by Cisco, then Cisco may, in addition
to all of its other rights and remedies, undertake one or more of the following actions: (a)
audit Partner’s purchases and invoice Partner for all reasonable costs incurred by Cisco in
the performance of the audit; (b) suspend Partner’s access to discounts, promotions or
other price deviations, and other Cisco sales and marketing programs; (c) suspend
shipments or availability to the Cloud Services to Partner; and (d) terminate the Resale
Agreement. Cisco reserves all other rights and remedies available to Cisco under the
Resale Agreement.

14.5. If a capitalized term is not defined in these Program Terms, it then has the meaning as

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 ascribed to it in the Resale Agreement. In the event of a conflict between the Resale
Agreement and these Program Terms, these Program Terms will control as it relates to the
subject matter of the conflict.

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 Exhibit 1
Additional Terms – Webex Cloud Services

1. Scope. This Exhibit 1 (“Webex Exhibit”) provides supplemental terms applicable to Partners who
Resell any Cloud Service in the Webex family of products and services (collectively, the “Webex
Cloud Services”).

2. Partner Eligibility Requirements. Partner’s personnel engaged in the Resale of Webex Cloud
Services must complete and obtain a passing score on the Spark Services Partner Training
assessment available on Cisco’s SalesConnect website.

3. Cisco Collaboration Lifecycle Program. In order to provide customer success or technical

support services to End Users and receive the associated program benefits, Partner must satisfy
the requirements of the Cisco Collaboration Lifecycle Program.

4. No Resale Outside the Webex Territory. “Webex Territory” means the countries identified at the
following website: cs.co/geos. Partner may not promote, market, or Resell Webex Cloud Services
outside the Webex Territory except as expressly authorized by Cisco in writing.

5. Excluded Services. Partner acknowledges that:

5.1. PSTN. Cisco is not responsible for providing any aspect of Public Switched Telephony
Network (“PSTN”) service to End Users. Partner must ensure that End Users understand
that in order for the End User to be able to call telephone numbers, the End User must
contract with a third-party PSTN provider to deliver PSTN through a Cisco-approved
method.

5.2. Emergency Dialing Disclaimer. Partner is solely responsible for proper configuration of the
Webex Cloud Services in the End User’s environment and Cisco hereby disclaims any
liability caused by improper configuration of the emergency dialing services, including,
without limitation an End User’s inability to reach emergency service responders or access
the Public Safety Answering Point associated with the End User’s location. Cisco strongly
recommends that Partner verify and test configuration of the emergency dialing services
immediately following initial configuration of the Cloud Services and on a periodic basis
thereafter. Cisco further recommends that Partner ensures End Users provide adequate
bandwidth capacity, as specified in the Documentation, to ensure that audio paths are
available for emergency calls.

Evaluation Terms. Partner may provide the Cisco Webex Cloud Services to End Users for
evaluation purposes at no cost for a period of thirty (30), sixty (60), or ninety (90) days long. Partner
may extend any evaluation period one time for an additional thirty (30) days, and thereafter for
another thirty (30) days if additional Webex Cloud Services are added to the evaluation. For clarity,
this Section 0 does not authorize Partner to provide any Hardware to End Users for evaluation
purposes.

6. Webex APIs.
6.1. Ownership. “Webex APIs” means Cisco’s application programming interfaces, including
declarations, sequence, structure, organization, design, specifications, and computer code
implementation of such application programming interfaces that enable third-party services
to interoperate with the Webex Cloud Services. Webex APIs will be considered “Cisco-
Branded Product” for purposes Cisco’s intellectual property indemnification in the Resale
Agreement. Partner acknowledges that, as between the parties, and except for the rights
expressly granted in this Webex Exhibit, Cisco owns and shall own all rights, title, and

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 interest in the Webex APIs as well as their implementation, sequence, structure,
organization, and all associated intellectual property rights.

6.2. License. Subject to the terms and conditions set forth in this Webex Exhibit, Cisco grants
to Partner a limited, non-exclusive, non-transferable, revocable license to invoke and
embed or have embedded into Partner’s services’ platform(s) Webex APIs solely to enable
communications between Partner’s service platform(s) and the Webex platform.

6.3. Limitations. Except as expressly set forth in this Webex Exhibit, Partner has no right to
reproduce, copy, distribute, reverse engineer, decompile, decrypt, disassemble, modify,
adapt, extract or translate, in whole or in part, Webex APIs.

6.4. Technical Support. Cisco will provide basic, community-based technical support to Partner
related to Partner’s use of Webex APIs, consisting of answering questions regarding
integration of Webex APIs generally. Technical support for Webex APIs does not include
debugging or troubleshooting any third-party applications or software not developed by
Cisco. 


7. FedRAMP ATO. Cisco will maintain a FedRAMP Authority to Operate at the moderate impact level
(“ATO”) for any Webex Cloud Services that are marketed to End Users as FedRAMP-Authorized. In
accordance with the terms of the ATO, Cisco has established controls, monitoring, support, and
reporting functions approved by the ATO’s sponsoring agency and the FedRAMP Program
Management Office.

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 Exhibit 2
Additional Terms – Cisco Smart+Connected Digital Platform

1. Definitions.

1.1. “Content” means all visual, written, or audible communications, files, data documents,
videos, or recordings; trade names, logos, and other trademarks or service marks; or any
other material displayed, posted, uploaded, stored, exchanged, or transmitted on or
through End User’s use of the Cloud Services or otherwise provided on a website or on-
line space related to the Cloud Services.

1.2. “End User Data” means Content of an End User.

2. End User Data Ownership and License.

Partner represents and warrants that Partner shall not enter into any agreement with End User
regarding End User Data that conflicts with the relevant terms in the UCA and applicable Offer
Description. Partner acknowledges and agrees thatthe ownership and licensing provision with
respect to all End User Data and derivative works thereto shall be as set forth in the UCA and
applicable Offer Description.

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 Exhibit 3
Additional Terms – Business Edition 4000 (BE4K)

1. Business Edition 4000 (BE4K) Eligibility Requirements

1.1. Partner must take BE4K training as specified at:

https://cisco.webex.com/cisco/lsr.php?RCID=4c3047ad6b907268b27984d6b75122e8

1.2. Partner must have at least one (1) Partner Account Manager and one (1) Partner System
Engineer in each country where the Partner sells BE4K, both of whom must complete the
training specified above. Cisco highly recommends that all Partner field sales
representatives take this training.

2. Limited Resale Territory

2.1. Cisco BE4K can be resold and deployed by Partners in approved countries, only.

The following URL lists the countries where Partners can currently purchase and resell the
BE4K: https://communities.cisco.com/docs/DOC-72603.

3. Pre-Paid Subscriptions

3.1. The BE4K system is only available with 1-, 3-, or 5-year prepaid license subscriptions.
Lower list prices are available for 3- and 5-year prepaid options.

3.2. A subscription license entitles a user to connect to a single device (e.g. phone, fax,
conference phone to the system for the duration of the subscription plan ordered), and a
single voice mailbox. Support for devices or mailboxes are subject to an additional
subscription fee.

For each user subscription Cisco shall provide End User with Cisco Software Support
Service, BE4K system software upgrade, 24 x 7 Technical Assistance Center (TAC)
Support, and Access to Business Edition Management Portal.
3.3. Additional information on subscriptions can be found at:
http://www.cisco.com/go/saassubscriptions.

4. Renewals

4.1. Subscriptions are set to renew automatically.

5. General

5.1. Cisco’s BE4K hardware (including appliance modules, phones, and hardware accessories)
are available through Cisco’s traditional resale model via the Cisco Price List (CPL). The
subscription component of the BE4K is sold via Cisco’s Annuity Subscription Billing
Platform on CCW.

5.2. BE4K End User entitlements are managed via the Customer’s Smart account. For
additional information on Smart entitlements (licensing) please see:
http://www.cisco.com/web/ordering/smart-software-licensing/index.html.

5.3. Data Privacy. The Business Edition 4000 data privacy policy can be accessed at:
https://www.cisco.com/web/siteassets/legal/business-edition-4000-supplement.html.This

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 page is a supplement to the Cisco Privacy Statement. In order to understand the data
collection and use practices relevant for a particular product or solution, Partners should
read both the Cisco Privacy Statement and any applicable supplement.

Accepted By :
Accepted On :
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