PURESUCCESS CLOUD SUPPLEMENTAL TERMS

PURESUCCESS CLOUD SUPPLEMENTAL TERMS

BY EXECUTING A SERVICE ORDER THAT INCORPORATES THESE SUPPLEMENTAL TERMS, CUSTOMER AGREES TO FOLLOW AND BE BOUND BY THESE TERMS AND CONDITIONS FOR ALL PURESUCCESS SERVICES.  THE PERSON ENTERING INTO THIS AGREEMENT ON BEHALF OF CUSTOMER CONFIRMS THAT HE OR SHE HAS READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND HAS THE AUTHORITY TO BIND CUSTOMER AND ITS RELATED PARTIES HERETO.

1. PureSuccess Services. PureSuccess Services (as defined below) are an agreed upon package of services that Genesys will provide in conjunction with the Genesys Cloud Services provided to Customer pursuant to Customer’s Master Subscription Agreement with Genesys (the “Agreement.).  PureSuccess Services shall be governed by the terms of these PureSuccess Supplemental Terms and the Agreement. In the event of a conflict between these PureSuccess Supplemental Terms and the Agreement, these PureSuccess Supplemental Terms shall apply with respect to PureSuccess Services.  PureSuccess Services shall be considered Services as defined in the Agreement.
2. PureSuccess Service Changes. During the Initial Subscription Term, the parties may agree to change the Customer’s PureSuccess Services once per year on the anniversary of the start of the Initial Subscription Term. Thereafter, the parties may change the PureSuccess Services once per year upon the end of the Renewal Term. Customer must notify Genesys of its desire to change its PureSuccess Services at least ninety (90) days prior to the anniversary date or end of the Renewal Term.
3. Supplemental Subscription Service Catalog. During an active Term, Customer may purchase supplemental service elements, (the “PureSuccess Services”) which are defined in the Genesys PureSuccess Service Catalog (“Service Catalog”) referenceable in Customer’s entitlement dashboard and which may include specifically defined professional services, support services, or training and education services. (“Service Elements”) Service Elements may be purchased either by issuance of a Services Order and invoicing under the terms of the Agreement or by redemption of Tokens as set forth in the next section. The fees for any such PureSuccess Services shall be invoiced in advance and payment shall be due within thirty (30) days of the date of the invoice.
4. Tokens. A “Token” is a unit that can be exchanged for Service Elements. Customer may acquire Tokens in one of two ways:a. As included in a PureSuccess Service. In such case the number of Tokens provided will be defined in the Customer’s Services Order.b. By purchasing additional Tokens separately during a Subscription Term.Upon receipt of Customer’s Services Order and remittance for any Tokens, Genesys will issue the number of Tokens purchased to Customer.  Amounts used to purchase tokens are non-refundable. Further, a token will have a defined amount and expiration date, which shall not be extended beyond, as applicable: (i) the first anniversary of the start of the Initial Subscription Term; or, (ii) after expiration of the Initial Subscription Term, at the end of the applicable Renewal Term. When Customer wants to purchase a Service Element using Tokens, Customer will present the Tokens to Genesys in the amount set forth in the Service Catalog for the desired Service Element.
5. PureSuccess Service Elements and Token consumption. During the Initial Subscription Term, all Service Elements and Tokens provided as part of the PureSuccess Service or purchased separately must be fully consumed prior to the first anniversary of the start of the Initial Subscription Term. Thereafter, all Service Elements and Tokens provided as part of the PureSuccess Service or purchased separately  must be fully consumed prior to the end of the Initial Subscription Term or Renewal Term.
6. Staffing. Genesys will make all staffing decisions in its performance of the PureSuccess Services including use of subcontractors.  Genesys will be responsible for the performance of subcontractors hereunder.
7. Resources. Customer shall make available in a timely manner at no charge to Genesys all data, facilities, data, equipment or other resources reasonably required by Genesys to perform the PureSuccess Services. This may include providing the necessary server/networking infrastructure to implement and utilize the system, cables, cabling, and connections to “house” wiring, and guaranteeing the house wiring has been tested and is fully certified to function. Customer is responsible for all hardware, software, and services provided by other consultants or third-party vendors that may also be involved with the PureSuccess Services.  Customer warrants that Customer has obtained valid licenses or other legal rights to use, and to permit Genesys to use on Customer’s behalf, all equipment, software, documentation and other materials not provided by Genesys that are used in the performance of the PureSuccess Services.
8. Access. Genesys may require after-hours and/or weekend access to any services sites.
9. Location of Services. All PureSuccess Services will be delivered remotely unless otherwise stated in this Agreement, an applicable Services Order, or other document between the parties. Where PureSuccess Services are provided at a Customer site, Customer will provide a safe and secure work environment.
10. Communication. Genesys will communicate with Customer’s appointed Point of Contact for Customer for the applicable service.  He/she will be responsible for all communications among all Customer parties (staff, vendors, consultants) and for the escalation and resolution of any issues for Customer.
11. Cooperation. Customer agrees that the successful and timely performance of the PureSuccess Services requires Customer good faith cooperation and that the participation and commitment of Customer during the Service delivery will be a key to its success. This participation and involvement will include assigned tasks to Customer team members as outlined in the Services documentation.  Accordingly, Customer agrees to fully cooperate with Genesys including without limitation: (i) providing relevant information and Customer materials as reasonably requested; (ii) granting Genesys a royalty-free, non-exclusive license to use such information and materials to perform the PureSuccess Services; (iii) making Customer personnel available to Genesys as reasonably requested; and (iv) permitting Genesys to access Customer network via a virtual private network (VPN) as reasonably requested. Customer acknowledges that the PureSuccess Services may be delayed or not completed if Customer does not cooperate with Genesys or if Genesys’ performance is otherwise delayed or prevented by Customer or Customer contractors or agents. If completing a particular milestone requires performance of tasks by Customer or a third party outside Genesys control, the completion dates for such milestones will be equitably adjusted.
12. Minor Modifications. Genesys reserves the right to amend the tools, information, documentation and any other materials or services without notice to the Customer where, at the sole discretion of Genesys where such amendment does not constitute a fundamental change to the materials.
13. Language. All PureSuccess Services, materials and communications are assumed to be delivered in English.
14. Travel and Expenses. Customer shall reimburse all reasonable travel and other expenses incurred by Genesys in performance of the PureSuccess Services.
15. Intellectual Property. The copyright and all other intellectual property rights relating to the tools, information, documentation and any other materials or services (collectively, “Genesys Proprietary Information”) provided to Customer hereunder are solely owned by and hereby reserved to Genesys. Under no circumstances may the whole, or any part of the Genesys Proprietary Information be produced, copied or distributed in any form or by any means or translated into another language without the prior written consent of Genesys. Any breach or threat of breach of this provision by the Customer shall entitle Genesys to injunctive and other appropriate equitable relief (without the necessity of proving actual damages); in addition to whatever remedies it may have at law. Genesys Proprietary Information is made available to the Customer on an “as is” basis. As between the Customer and Genesys, Genesys Proprietary Information will be deemed Confidential Information of Genesys as set forth in the Agreement.
16. Ownership of Work Product. All specifications, designs, processes, techniques, concepts, code, discoveries and inventions made or developed in connection with the PureSuccess Services, including but not limited to deliverables, PS Creations and customizations, shall be the sole and exclusive property of Genesys.
17. License to Deliverables. Subject to the terms of this Agreement, upon payment in full of all amounts due, Genesys grants to Customer a non-exclusive, non-sub-licensable, license to use deliverables and PS Creations created hereunder solely in connection with the Genesys Cloud Services.
18. Warranty. Genesys warrants that it shall provide PureSuccess Services in a professional and workmanlike manner.