and Distributor, including but not limited to the Cloud Services Reseller ... may change the TOS from time to time, and
CLOUD SERVICES RESELLER AGREEMENT SPECIAL ADDENDUM: COLLAB9 CLOUD SERVICES This Special Addendum (“Addendum”) is made by and between the company specified on the applicable Westcon Group reseller application (“Cloud Services Reseller” or “CSR”) and Westcon Group, Inc., a Delaware corporation having an office at 520 White Plains Road, Tarrytown, NY 10591 (“Distributor”) and contains additional terms and conditions regarding the resale of the Cloud Services provided by EnPointe Technologies Sales, Inc. (collectively, “Collab9 Cloud Services”). 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 (the “Agreement”) 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 CSR accepts this Addendum (“Effective Date”). CSR and Distributor hereby agree as follows: 1.
Territory. CSR is authorized to sell the Collab9 Cloud Services in the United States of America, through all media and channels of distribution.
2.
Subscription Term. Each subscription sold by CSR to an End User for Collab9 Cloud Services shall be for a minimum of twelve (12) months, beginning on the effective date set forth on the Purchase Order, unless otherwise terminated in accordance with the Agreement, including any applicable Documentation ("Initial Subscription Term"). If no effective date is set forth on the Purchase Order, the Initial Subscription Term shall begin on the date of Collab9 Cloud Services initiation. Upon expiration of the Initial Subscription Term, unless otherwise agreed in the applicable Purchase Order, the Subscription Term shall automatically renew for successive terms of twelve(12) months each (each a "Renewal Subscription Term") unless CSR provides Distributor notice of termination at least ninety (90) 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”.
3.
Documentation. a.
Service Levels. The SLAs for the Collab9 Cloud Services are available for viewing at http://www.collab9.com/sla/us, as may be modified from time to time.
b.
Terms of Service. CSR acknowledges and accepts that its End Users must agree to be bound by the terms of the term of service (“TOS”) for the Collab9 Cloud Services, available for viewing at http://collab9.com/terms-of-service, as it may be modified from time to time. CSR shall not modify the TOS and shall notify its End Users that they may not modify the TOS without the prior written consent of the CSP. The Collab9 Cloud Services of any End User who is in breach of the TOS may be suspended and/or terminated by the CSP in accordance with this Addendum and/or the TOS upon notification to CSR. The CSP may change the TOS from time to time, and any such changes will become effective upon notice to CSR and End Users.
4. Statements of Work. The Purchase Orders submitted to Distributor by CSR hereunder shall be for Cloabb9 Cloud Services only. In the event that an End User requires any implementation and/or transition services required for such End User to receive Collab9 Cloud Services (“Implementation Services”), CSR or the End User may develop and enter into one or more statements of work (each, a “SOW”) with the CSP for such Implementation Services. Distributor is not responsible for and will have no liability with respect to such SOW or Implementation Services, including, without limitation, (i) any payments required under a SOW for Implementation Services, and (ii) the performance, quality, timeliness or completion of any Implementation Services by the CSP.
1 Westcon Group Confidential Information Rev. March 2015
