Training Agreement

PROFESSIONAL SERVICES

Nozomi Networks
Training Terms & Conditions

May 17, 2021

By ordering Training Services (“Training”) from Nozomi Networks Inc. (“Nozomi Networks”), the customer or end user (“Customer”) agrees to be bound by the terms and services described herein (“Training T&C’s”) as well as the Professional Services Terms and Conditions (“Agreement”) available at: Professional Services – Terms & Conditions.

Training Services may be delivered directly by Nozomi Networks, or by or through one or more of its affiliated entities. To the extent there is a conflict between these terms and any other terms and conditions, this Training T&C’s shall govern and control.

1. Fees

Training Services shall be performed on a fixed price basis. For onsite engagements all travel and subsistence expenses (“T&E”) are chargeable at actual cost according to the Nozomi Networks Travel Policies and are in addition to the Training Services fees (“Fees”). Estimated T&E may be approved in advance by the Customer and electronic copies of receipts will be provided upon request. Unless Training Services have been pre-paid, all Fees, applicable charges, and T&E shall be invoiced to Customer after the Training Services are delivered and all payments shall be due thirty (30) days from the invoice date. All Fees are exclusive of duties and taxes, and Customer shall be responsible for such duties and taxes.

These terms, solely as they relate to the Training Services described herein, shall supersede any other terms or pre-printed terms on a Sales Order, Purchase Order, or other writing issued by Customer in response to a Nozomi Networks Quotation.

2. Scheduling, Acceptance, Cancellation, and Expiration

To schedule Training Services, Nozomi Networks requires an authorized purchase order based on the Quote extended and accepted by Customer, provided electronically and sent to orders@nozominetworks.com. Nozomi Networks reserves the right to reject purchase orders.

Customer and Nozomi Networks will schedule a mutually agreed upon time for Training Services delivery with a minimum lead time of two (2) weeks. Customer may cancel or reschedule Training Services without charge if written notice of the cancellation or rescheduling is received by Nozomi Networks in accordance with Section 4. (b) of the Agreement; otherwise Customer shall pay Nozomi Networks the cancelled or rescheduled Training Services fees for each scheduled Nozomi Networks resource as set forth in Section 4. (b) of the Agreement. In addition, Customer shall promptly reimburse Nozomi Networks for all non-cancelable expenses, including any airfare.

Any Training Services provided under this Training T&C’s shall automatically terminate upon the delivery of all Training Services provided for under the Quote, Purchase Order, or any other ordering document.

3. Work Location, Personnel, Facilities & Hours

Training Services can be provided at a designated location (as determined by Nozomi Networks), provided onsite at Customer’s premises (at additional T&E costs), or remotely.

For onsite services, Customer shall make available to Nozomi Networks personnel, office space, computer resources, materials, facilities, and other support as reasonably required and agreed between the parties, to permit Nozomi Networks to perform the Training Services. Customer work facilities shall be made available in a clean and safe condition. Additionally, Customer will provide access compliant with its own policies to its environment for Nozomi Networks that will be accessible during the entire working time.

In either the case of on-site or remote services, Customer will provide a primary contact who can quickly respond to questions about the Training Services.

Nozomi Networks defines a workday as a period of time not exceeding eight (8) hours with appropriate time provided for breaks, meals and communication back to Nozomi Networks for Nozomi Networks related tasks. Nozomi Networks uses a forty (40) hour workweek, eight (8) hours per day, typically and except for certain countries, Monday through Friday. Work required to be accomplished outside of the standard hours or Training T&C’s as defined herein require an additional purchase order.

Nozomi Networks in its commercially reasonable discretion, reserves the ability to substitute and reassign personnel under this engagement.

4. Restrictions and Prohibitions

These Training T&C’s govern only the provision of Training Services. Any hardware, software, and/or subscription services, including maintenance and support to be provided by Nozomi Networks to Customer shall be governed by a separate agreement or terms and conditions. Nozomi Networks is neither responsible for supporting or working with: (i) Customer’s software; (ii) Customer systems (whether proprietary or not); (iii) or any third-party software or systems.

Filming or recording of Training is prohibited

5. Requirements

For remote Training Services, participants will need a strong and stable internet connection.

For onsite and remote Training Services, participants must install the following programs on their laptop/workstation prior to the date Training Services are scheduled to begin:

  1. A hypervisor (VMware, VirtualBox, Microsoft Hyper-V) to install virtual machines
  2. Tools to connect using SSH and transfer files using SCP (i.e. Putty, WinScp, etc.)
    1. A standard web browser: Firefox, Chrome, or Safari

In the event that the requirements are not completed prior to the Training Services start date, this may result in a delay and additional costs to the Customer. Nozomi Networks will not be responsible for any such delays or any additional costs resulting from such delay, including but not limited to, costs of rescheduling Training Services, costs of rescheduling resources, additional travel or lodging expenses, or any other costs or liability associated with Customer’s delay.

Nozomi Networks will use email as the approved form of document transfer unless Customer requests another mechanism in writing. There should be no assumption of end-to-end encryption of any email communication to or from Nozomi Networks or its contractors.

6. Subcontracting

Nozomi Networks may choose to utilize qualified subcontractors.

7. Cooperation

Nozomi Networks and Customer acknowledge completion of this project will require full and mutual good faith cooperation. Where agreement, approval, acceptance, consent or similar action by either party is required by any provision of this engagement, such action will not be unreasonably delayed or withheld. Training Services provided in relation to any partial shipments are deemed accepted unless otherwise stated in a mutually agreed upon writing.

8. Miscellaneous Provisions

In no event shall either party be liable to the other for any delay or failure to perform due to causes beyond the control and without the fault or negligence of the party claiming excusable delay (“Excusable Delay”). Nozomi Networks shall immediately notify Customer of any Excusable Delay that it anticipates will delay its full performance. Anything to the contrary notwithstanding, if the Excusable Delay extends Nozomi Networks’ performance ten (10) or more days, Nozomi Networks acknowledges that Customer may terminate the affected Training T&C’s upon written notice without penalty or financial obligation of any type or kind.