Genesys Master Subscription Agreement Supplemental Terms: Business Edition Only

GENESYS MASTER SUBSCRIPTION AGREEMENT

SUPPLEMENTAL TERMS: BUSINESS EDITION ONLY

***CONFIDENTIAL***

THESE SUPPLEMENTAL TERMS ARE ENTERED INTO BETWEEN THE PARTIES TO THE LINKING SERVICES ORDER, SUBJECT TO THE TERMS AND CONDITIONS OF THE GENESYS MASTER SUBSCRIPTION AGREEMENT AND THE APPLICABLE ATTACHMENT THERETO. THE PARTIES FURTHER AGREE THAT EXECUTION OF THESE SUPPLEMENTAL TERMS MAY OCCUR BY ANY MEANS OF SIGNATURE, INCLUDING VIA ELECTRONIC COMMERCE OR TRANSMISSION, FACSIMILE, EMAIL, OR ACKNOWLEDGEMENT THROUGH A WEBPAGE. THESE SUPPLEMENTAL TERMS ARE SUPPLEMENTAL TO, AND ARE NOT IN LIEU OF, ANY TERMS OF THE AGREEMENT. THESE TERMS ARE APPLICABLE TO BUSINESS EDITION ONLY.

In consideration of the mutual promises and obligations in these Supplemental Terms, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Initial Subscription Term; Minimum Purchase Commitment

Fees set forth in Services Orders are subject to Customer’s fulfillment of the Initial Subscription Term. Except as otherwise provided in an applicable Services Order, (i) Customer is obligated to meet a minimum purchase commitment equal to the total monthly recurring fees times the number of months that comprise the Initial Subscription Term, and (ii) the Term for all pre-existing Business Edition services ordered under separate Services Order become concurrent to the Initial Subscription Term of the most recent Services Order.

2. Forecasted Volume

As reasonably requested by Genesys, Customer will provide Genesys with forecasts of Customer’s anticipated future usage of the Genesys Cloud Services. Customer’s forecast is for informational purposes to assist Genesys with capacity planning and service management; forecasts do not alter the terms of the Subscription.

3. Adding and Decreasing Agents

Customer can increase Agents during the Subscription Term, subject to payment of the per-unit recurring Fees set forth in the Services Order and an implementation charge. Except as otherwise stated in a Services Order, aggregate increases of more than ten percent (10%) are subject to a surcharge of fifteen percent (15%) applied to all recurring Fees for then-current Agents. Customer can decrease Agents during the Subscription Term, but decreases shall not alter the terms of any commitment or reduce billable Fees below applicable Minimum Period Fees. Fees for Agents are based on peak usage in a given month.

4. Supervisors

Customer is required to maintain at least one Supervisor license at all times. Customer shall authorize its Supervisor(s) to perform general tasks including requesting an increase or reduction of Customer’s access to or receipt of services, and submit requests for Support. Customer shall ensure that each Supervisor has the requisite authority to act on Customer’s behalf.

5. Equipment

Genesys may offer Equipment for resale or renting on a pass-through basis under limited circumstances. All Equipment is provided “AS-IS” without warranty of any kind and is excluded from the scope of any Genesys warranty or indemnification obligations. In the event Customer rents Equipment, Customer shall pay such Fees as reflected in the Services Order. Customer shall secure and protect rented Equipment at Customer’s location(s). In the event rented Equipment is lost, stolen or damaged, Customer agrees to reimburse Genesys for reasonable replacement costs. Upon termination of the Services Order, Customer will promptly return rented Equipment to Genesys in good condition, reasonable wear and tear excepted. Shipping terms are F.O.B. In the event Customer purchases Equipment from Genesys, Customer shall pay such Fees as reflected in the Services Order and title to such Equipment transfers to Customer upon full payment. Customer will retain purchased Equipment upon termination or expiration of the Agreement. Any other equipment or facilities required by Customer to access the Genesys Cloud Services will be provided by and paid for by Customer.

6. Communication Circuits

Customer is responsible for procuring the applicable Communication Circuits for use with Genesys Cloud Services. If set forth in the Services Order, Customer may procure access to Communication Circuits from Genesys subject to payment of associated installation charges (one-time, per circuit), and access fees (monthly). Communication-related Fees include any fees or charges imposed by third party carriers or service providers to install or initiate service for Customer (e.g., Communications Circuits installation fees).

7. Inbound and Outbound Long Distance Services

Customer is responsible for procuring the applicable communication services, including inbound and outbound voice, data, long distance and external network facilities for use with Genesys Cloud Services. If set forth in the Services Order, Genesys will administer Customer’s access to domestic and international inbound and outbound long distance services from one or more telecommunication Providers in connection with Customer’s use of the Cloud Services. Except as otherwise set forth in the Services Order, long distance services are billed separately each month based on Customer’s usage, subject to a minimum access charges, plus applicable taxes.

8. Agent Training

Training is available subject to additional fees and expenses. As set forth in the applicable Services Order, Genesys will provide initial user training to Customer’s trainer and administrative Agents. Classroom or in-person training shall be conducted at a mutually acceptable location and date. Customer will cause one or more of its employees to attend “Train the Trainer” training prior to the planned Provisioning Date. Thereafter, Customer’s trainer will conduct user training for Customer’s Agents that are expected to commence use of the Genesys Cloud Services as of the planned Provisioning Date. Following the planned Provisioning Date, Customer’s trainer will provide user training on an ongoing basis to enable Customer’s Agents continued use and understand the functionality of the Genesys Cloud Services as appropriate for the Agents’ areas of responsibility.

9. Reports

Customer’s use of the Genesys Cloud Service may include access to certain reporting tools. Customer personnel that have completed required training can configure reporting tools. Customer may use and distribute Reports for Customer’s internal use only.

10. Workforce Optimization; Business Analytics

As set forth in the Services Order, the Subscription may include access and use of Genesys workforce optimization and business analytics software or tools, or adapters that integrate with third party workforce management tools, including but not limited to functionality for social analytics, speech analytics, and intelligent workflow distribution (collectively “WFO”). Customer is responsible for all decisions made using WFO and for determining whether WFO is sufficient for its needs. WFO Reports, including but not limited to forecasting, reflect estimates using certain categories of available historical data and generalized staffing or other projections which may not reflect or be otherwise suitable for Customer’s specific needs.

11. Support

Customer will submit requests for Support subject to the processes set forth in the Support User Guide. Prior to reporting an issue, Customer shall investigate the issue and make reasonable use of the self-help guides and information posted on the Customer Care Portal. Customer personnel submitting tickets must be knowledgeable and have access to information to facilitate resolution of reported issues. Genesys is not responsible for resolving issues that cannot be reproduced in a controlled test environment. All issues reported by Customer via Genesys Customer Care are tracked in the Genesys Customer Care Case Management Tool and assigned a case number for tracking purposes. Customer shall include the case number in all communications regarding a reported issue.

12. Service Level Agreement

The Genesys Cloud Service includes such characteristics as 24×7 systems monitoring and administration. Upon completion of Provisioning, the Genesys Cloud Service (excluding WFO and Reports) will be available 24x7x365 except for downtime in respect of which Customer has received at least 3 days’ notice and which downtime will not exceed five (5) hours per month (“Scheduled Downtime”). Genesys will use commercially reasonable efforts to (i) provide Scheduled Downtime during off-peak business hours (10pm – 5am eastern); and (ii) avoid Scheduled Downtime that would impact all Genesys Cloud Service data centers at the same time.

In the event that the Genesys Cloud Service is available for less than 99.99% of the total applicable time (excluding Scheduled Downtime) due to a “production outage” where the platform cannot process calls on behalf of Customer for the applicable month, Customer may request a credit subject to the Customer’s provision of written notice of such unavailability within thirty (30) days after the end of the applicable month. Such notice must contain a description of service incident including the date and approximate beginning and end time of the production outage service incident for Genesys’ verification. Subject to Genesys’ verification that the service incident had occurred, Customer shall be entitled to recompense in the form of Credits for a production outage for the identified range as follows:

Production Outage Credit

Genesys, however, will not issue Credits for service incidents caused by: any services, Equipment, networks, or the like over which Genesys has no control, or does not manage, such as Customer-provided voice or data networks including delivery of calls over the internet; Customer’s software, services, computers, facilities, power failures or 3rd party integrations; Customer or users, including modifications made by Customer, User or another third party to the Customer applications, Services, or any features or functionality thereof; actions or inactions required for compliance with Laws; Internet connectivity or failures, and Force Majeure events. This Service Level Agreement is applicable provided Customer is not in material breach of any of the Agreement, including each of its Schedules. This Service Level Agreement, and corresponding Credits, if any, is the sole and exclusive rights and remedies regarding Genesys Cloud Service platform availability.

13. Data Security

Genesys will provide Customer with prompt written notice of in the event of a Data Security Incident. In addition to any other obligations the parties may have pursuant to applicable Laws, the parties will each cooperate with each other to investigate the Data Security Incident, make records specific to the Data Security Incident available to the other party to facilitate compliance with applicable Laws, identify the specific Customer Data involved in the Data Security Incident, and take measures to contain and control the Data Security Incident to prevent further harm or intrusion. Customer is responsible for harm caused by Customer’s users or agents, including by individuals who were able to gain access to the Genesys Cloud Services or Genesys platform using user names, passwords, and other means of access controlled by Customer. Customer will provide Genesys with immediate notice, as feasible under the circumstances, in the event Customer believes or suspects that user names, passwords, or other means of Customer’s access to the Genesys Cloud Services have been compromised.

14. Transition Services

Transition services to facilitate migration of the services to a replacement provider, to archive or migrate Customer Data, or to otherwise wind-down the services (“Transition Services”) are excluded from the scope of the Subscription. Genesys will make Transition Services available to Customer subject to the parties’ execution of a separate statement of work and Genesys’ then-current time and material rates. If Customer is in breach of the Agreement as of the Subscription termination date, Genesys may condition its performance of Transition Services upon Customer’s pre-payment in full for Transition Services and other outstanding amounts.

15. Definitions

As used in the applicable Services Order, SOW, this Supplemental Terms, or User Guide, capitalized terms shall have the meanings set forth below:

Agent: Customer’s Users who answer and place calls via a call center.

Communication Fees: Communications Circuits Fees and VoIP Services Fees for the respective services provided by the applicable service provider, via Genesys.

Communications Circuits Installation: Installation, per Communications Circuit, where Communications Circuits include one or more dedicated MPLS or point-to-point Voice or Data T-1 or E-1 lines.

Communications Circuits: Data and voice communications circuits provided by one or more telecommunications service Providers for use with Genesys Cloud Services.

Communications Deposit: The estimated charges for one month’s usage of the data and voice Communications Circuits and/or long distance charges and Communications Circuits Installation Fees. The amount of the Communications Deposit at the inception of this Agreement will be set forth in the applicable Services Order, and will be adjusted from time to time to reflect actual Communication/long distance usage charges incurred by Customer.

Concurrent User: The peak number of simultaneous Users at a point in time.

Data Security Incident: A confirmed intrusion of the Genesys Cloud Services technical environment resulting in actual or suspected unauthorized access or misuse of Customer Data.

Enabled Port: A statically configured Port of the Genesys Cloud Service that enables a Customer to use the Port, whether or not in use.

Enabled User: A unit of the Genesys Cloud Service enabled for use by a User, and deemed a User regardless of whether the User is actually using the Genesys Cloud Service.
Equipment Third party product provided on a pass-through basis without warranty from Genesys.

IVR: interactive voice response.

Minimum Period Fees: The minimum Fees set forth in a Services Order, defining the scope of Customer’s purchase commitment for the Subscription Term; Fees incurred in any given period in excess of the Minimum Period Fees do not reduce minimums in any other period. Minimum Period Fees may be set forth for a monthly, annual, biannual or other basis. If Minimum Period Fees are set forth on a basis other than monthly, the Minimum Period Fees will be recalculated on a monthly basis for the purpose of assessing any Credits pursuant to a Service Level Agreement and true-up calculations to meet the Minimum Period Fee commitment will be conducted on a quarterly basis.

Port: A semi-permanent interactive information interchange, between two or more communicating devices, or between a computer and User (i.e. a session). A Port is set up or established at a certain point in time, and ended or otherwise closed at a later point in time.

Provision(ed)(ing): The applicable Genesys Cloud Service having been made available to Customer pursuant to the Agreement. For purposes of clarification, provision (lowercase) is used to denote installation or other instigation of certain Provider services.

PS Implementation: Professional Services comprising configuration, installation and implementation of the applicable Genesys Cloud Service, as set forth in a Statement of Work.

Reports: operational and historical reports provided to Customer through a standard set of reporting templates or widgets, configured by Customer personnel, or developed by Genesys PS pursuant to a statement of work.

Supervisor: A Customer technical, operational and support personnel authorized to use the administrative functions and features of the Services, but not otherwise authorized to use the Services in production.

User: An individual who (i) is authorized by Customer; and, (ii) has been supplied a user identification and password(s) by Customer to access the Genesys Cloud Services on Customer’s behalf. A User may be a Concurrent User or Enabled User.