Customer Support Terms and Conditions

These Customer Support Terms and Conditions (“CSTC’s”) govern Nozomi Networks, Inc. (“Nozomi Networks”) Support obligations along with Global Support Data Sheet and the Vantage Service Level Agreement supplied by Nozomi Networks. These CSTC’s are in addition to and supplement the Nozomi Networks End User License Agreement, “EULA,” which is available at: https://www.nozominetworks.com/eula/. Unless defined below, all capitalized terms herein shall have the same meaning as in the EULA.  As it relates to the provision of support services under these CSTC’s, in the event of a conflict between these CSTC’s and any other agreements or contracts the order of precedence shall be; 1) These CSTC’s; 2) any Global Support Data Sheet and the Vantage Service Level Agreement; 3) the EULA along with any applicable policies referenced therein; and 4) an Order (as defined in the EULA). ‍

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1. SUPPORT

a. Entitlement. Customer is entitled to support either with a paid for Support and Maintenance Contract (if not purchased with a bundle or with the appliance at the time of purchase) or as part of a bundled offering or HWAAS Subscription. Support shall be provided for the length of term as provided for or identified in an Order or duration of a subscription term (collectively the “Support Term”). During the Support Term Nozomi Networks, will use commercially reasonable efforts to provide Support as described in these CSTC’s.  A Support Term commences upon Product shipment. Nozomi may suspend performance of support if Nozomi does not receive payment when due or if Customer is in breach of any contractual obligation to Nozomi. Nozomi’s Support contact information is available at https://www.nozominetworks.com/company/contact-us/.    

b. Provision of Support.  Support is contacted primarily through Nozomi’s web support portal (generally accessible on a 24x7x365 basis excepting periodic maintenance or network unavailability) and secondarily through telephone support. Nozomi’s Support obligation is limited to using reasonable efforts to remedy a reported failure of the Products to substantially operate in accordance with Nozomi’s official specifications or Documentation (i.e., the then-current, generally available, written user manuals and online help and guides for Software provided by Nozomi). Support does not include Hardware or Software installation, training, consulting services or preventative maintenance.  

c. Product Support. Nozomi Networks shall supply support services for its products as follows:  

(i). SOFTWARE SUBSCRIPTION. Support includes a subscription to all new releases of the Customer licensed Software that are issued by Nozomi during Customer’s term of Support which incorporate updates (“Releases”) but does not include enhancements licensed by Nozomi Networks for a separate fee at Nozomi Networks discretion. Any Software which is provided as an update or replacement may only be installed as an update to the original Software on that Hardware. Customer can download Releases from http://support.NozomiNetworks.com/. Nozomi Networks makes no commitment that it will deliver any future Release(s) and/or that the Hardware Customer has purchased will meet the hardware requirements for and operate with each Release available after the date of Customer’s purchase of the Hardware.

(ii). HARDWARE SUPPORT. For all purchased extended hardware maintenance plans where Nozomi Networks branded hardware is purchased (including hardware provided as part of a subscription plan), if Nozomi Networks determines that replacement parts are required for Support, then Nozomi Networks will repair or replace the defective appliance in compliance with Nozomi Networks’ RMA policy: https://www.nozominetworks.com/legal/rma-procedures-and-policies.

(iii). SOFTWARE SUPPORT. Nozomi Networks provides support via web support portal and telephone and classifies Software problems in accordance with its Severity Response Objectives available at: https://www.nozominetworks.com/resources/global-customer-support.

For Software problems requiring advanced or higher-level engineering support, then Nozomi Networks will provide such support in accordance with estimated timelines as provided by the Nozomi Networks Support Technician. If Nozomi Networks determines the issue or problem is the result of a defect in services provided directly by Nozomi Networks, then at its sole discretion, Nozomi Networks may provide on-site technical support. If such support is deemed necessary by Nozomi Networks, then Nozomi Networks will be responsible for travel and related expenses incurred in providing the on-site Support. If Nozomi Networks determines that Customer’s problem was not caused by Nozomi Networks Products or if the on-site Support was requested by Customer, then Customer is responsible for paying the support technician or engineers time billed at Nozomi Networks’ then- current daily time and materials rate, plus reasonable travel and lodging expenses for the on-site Support.  

d. Support Offerings:

(i). Standard Support. Standard Support is Nozomi Networks base offering for all products, including Vantage. Standard response times are as described in the Global Support Data Sheet [link.  With Standard Support, customers can reach Nozomi Networks Customer Support by phone or web support portal 24x7x365. Customers can access the online support portal for the latest software releases, updates or patches. The additional services offered or available with Mission Critical Support. are not available with Standard Support.

(ii). Mission Critical Support (MCS).  MCS includes Standard Support, plus designated account management as well as prioritized case and phone queueing.  MCS also includes enhanced response times as further described in the Global Support Data Sheet [link].  MCS customers are assigned a Technical Account Manager (“TAM”) and Customer Success Manager to ensure the highest level of service.  

a. Technical Account Manager (“TAM”) Services. The TAM Services may only be added on to Mission Critical Support and such services will be available to enrolled customers as defined in the service contract.  The TAM will interact directly with the Customer’s team and respond to support requests, troubleshoot, and offer meeting checkpoints to discuss and resolve any issues. TAM Services require upfront payment and a minimum one-year commitment, no exceptions and no ad hoc TAM Services are offered.  

2. EXCLUSIONS. Nozomi Networks will have no Support obligations for any conditions attributable to: (i) negligence, misuse or abuse of the Product or accident or neglect by Customer or any third party; (ii) installation, operation or use of the Product other than in accordance with Nozomi Networks’ specifications, instructions and the applicable Documentation provided by Nozomi Networks; (iii) modifications, alterations or repairs to the Product made by a party other than Nozomi Networks or a party expressly authorized or designated by Nozomi Networks; (iv) use of a Product in an environment, in conditions, in a manner or for a purpose for which Product was not intended or designed or failure to maintain in accordance with Nozomi Networks’ instructions, specifications or the applicable Documentation; (v) use of the Product in combination with any non-Nozomi Networks apparatus, data or programs outside Nozomi Networks Networks’ typical, recommended or reasonably anticipated use of the Products within its official Product specifications.; or (vi) causes beyond Nozomi Networks’ control.  
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3. CONDITIONS TO NOZOMI NETWORKS’S SUPPORT OBLIGATIONS. In order to receive Support from Nozomi Networks, Customer must: (i) pay all applicable fees; (ii) designate from time to time a reasonable number of authorized persons trained by Nozomi Networks who can contact Nozomi Networks for Support, and these are Customer’s only personnel entitled to contact Nozomi Networks for Support; (iii) provide Nozomi Networks access to Customer’s network and personnel as Nozomi Networks reasonably requests to assist Nozomi Networks in performing the Support; (iv) use the Products in a supported configuration and maintain the Software within the then-current prior two (2) Releases; (v) refrain from arbitrarily changing Product settings or configurations reasonably recommended by Nozomi Networks; (vi) ensure that proper licenses have been obtained for all Software and adhere to all licensing terms and conditions as set forth in the EULA; and (vii) make available to Nozomi Networks any of Customer’s systems data, information and other materials reasonably required by Nozomi Networks for the Support (“Customer Materials”), the accuracy of which is solely Customer’s responsibility.  

Subject to Customer’s propriety  rights in the Customer Materials, Nozomi Networks will exclusively own all rights, title and interest in and to any software programs or tools, utilities, technology, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Nozomi Networks or Nozomi Networks’ personnel in connection with performing Support (“Nozomi Networks Materials”), including all worldwide patent rights (including patent applications and disclosures), copyright rights, moral rights, trade secret rights, know-how and any other intellectual property rights therein. Customer will have no rights in the Nozomi Networks Materials except as expressly agreed to in writing by Nozomi Networks and Customer. Customer agrees that it may be necessary for Nozomi Networks to collect, process and use Customer’s data in order to perform Nozomi Networks obligations to provide Support. Customer consents to these activities and to the transfer of the data to Nozomi Networks affiliated companies and service providers located throughout the world who are subject to confidentiality agreements with Nozomi Networks.  
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4. REINSTATEMENT OF SUPPORT. If Customer has not continuously purchased and complied with the terms and conditions of Support, Customer may request that Nozomi Networks perform an inspection of the Products and any professional services Nozomi Networks reasonably determines are required for the Products to be certified as substantially operating within their official Product specifications. After Nozomi Networks’ certification, Customer may re-instate Support if Nozomi Networks then offers it in general commercial availability and upon payment to Nozomi Networks of: (i) time and materials services payment for certification described above; (ii) the Support fees that would have been payable at Nozomi Networks’ then applicable annual rate of Support for the period the Products were not covered by Support; and (iii) the Support fees for the annual period commencing upon the re-in statement of Support.
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5. NON-TRANSFERABILITY. If Customer sells or otherwise transfers any Hardware to any third party, Customer will either de-install and remove the Software from such Hardware prior to sale or transfer or provide Nozomi Networks with reasonable written notice and an opportunity to remove or disable such Software prior to any sale or transfer of the Hardware. Subject to availability of resources, Nozomi Networks will provide de-installation services to Customer at Nozomi Networks’ then current time and materials rates and entered into a separate agreement with Nozomi Networks to receive such de-installation services. Subject to availability of resources, Nozomi Networks will provide re-installation and re-certification services to a third party purchaser or transferee of Nozomi Networks Hardware, in each case at Nozomi Networks’ then current time and materials rates provided the purchaser or transferee has: (i) met Nozomi Networks credit requirements; (ii) obtained a Software license from Nozomi Networks; (iii) entered into a separate agreement with Nozomi Networks to receive re-installation and re-certification services; (iv) obtained re-certification of the Products as installed; and (v) paid any Support reinstatement fees and purchased at least a one (1) year term of annual Support from Nozomi Networks commencing upon the date of Product transfer. Customer’s remaining outstanding term of Support is not transferable. Notwithstanding the foregoing, Nozomi Networks reserves the right to refuse to grant a Software license or provide Services to a proposed purchaser or transferee as determined in Nozomi Networks’ sole discretion.  

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