May 3, 2023
By ordering the Nozomi Networks Fast Track Service, the services as described herein, (“Professional Services”) from Nozomi Networks Inc. (“Nozomi Networks”), the customer (“Customer”) agrees to be bound by the terms and services described herein (“Fast Track Service Agreement”) as well as the Professional Services Terms and Conditions (“Agreement”) available at: www.nozominetworks.com/legal/professional-services-terms-conditions. Either Nozomi Networks or Customer may be referred to as “Party”, or collectively as “Parties”, as the case may be.
The Nozomi Networks Fast Track Service is offered in three (3) different sizes:
- Small, which covers up to one (1) appliance.
- Medium, which covers up to three (3) appliances.
- Large, which covers up to five (5) appliances.
Appliance count includes virtual and physical Guardian Appliances as well as Central Management Console Appliance.
This Fast Track Service Agreement governs only the provision of Professional Services in relation this Agreement and any Exhibits attached hereto.
Professional 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 Fast Track Service Agreement shall govern and control.
1. Service Description And Objective
The Nozomi Networks Fast Track Deployment Service aims to expedite deployment and time to value using a predefined and proven deployment approach with clear roles and responsibilities. The main objective is to shorten the timeline for all deployments and help the Customer realize the value of Nozomi Solution, including the tuning of alerts.
2. Fees, Payment Terms and Acceptance
Professional Services shall be performed remotely and on a FIXED PRICE basis and is billable and payable upfront.All fees are set forth in the applicable Quote and shall be paid by Customer within thirty (30) days of the Purchase Order date.
All Professional Services fees (“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 Professional Services described herein, shall supersede any other terms or pre-printed terms on a Sales Order, Purchase Order, or other written form communicated and issued by Customer in response to a Nozomi Networks Quotation.
To schedule and initiate the Professional Services, Nozomi Networks requires an authorized purchase order against the Quote extended to and accepted by the Customer, and shall be provided electronically and sent to email@example.com.
Nozomi Networks reserves the right to reject purchase orders.
3. Service Deliverables
The Service covers the following deliverables:
- One (1) kick-off meeting
- One (1) High Level Design Diagram
- One (1) Deployed Appliance Acceptance Test Report (“AAT”)
- One (1) Alert Tuning Summary Report (“ATSR”)
The Professional Services covered under this Fast Track Service Agreement include, and are limited to, the tasks and deliverables stated in “Exhibit A” (Service & Engagement Description). The Professional Services include only the implementation of the most recent Nozomi Networks software release. For the completion of the Professional Services only Nozomi Networks proprietary document templates are allowed. Customer document templates are not valid. Nozomi Networks, in its sole discretion, reserves the right to substitute and reassign personnel under this engagement as deemed appropriate. Unless otherwise specified by the Customer in writing, Nozomi Networks will use email communication as the approved form of document transfer. Customer shall facilitate the required access by Nozomi Networks to the defined alternative repository or file transfer method. There should be no assumption of end-to-end encryption of any email communication to or from Nozomi Networks or its contractors.
- Any hardware, software, and/or subscription services, including maintenance and support to be provided by Nozomi Networks to Customer that shall be governed by a separate agreement or terms and conditions.
- Configuration of Smart Polling.
- All Integrations, including integration with SIEM, Active Directory and Firewalls.
- Services provided by Nozomi Networks Customer Support, including fixing or resolving software bugs. Customer is responsible for maintaining a valid support contract with Nozomi Networks and contacting Nozomi Networks Customer Support for support-related issues.
- To avoid distracting Nozomi Networks Professional Services staff from delivery activities, Customer is solely responsible for managing any and all technical support issues raised during this engagement directly with Nozomi Networks Customer Support.
- Except for assistance deploying the solution in the Customer environment, any Nozomi Networks Standard Product Training and Training Classes are excluded.
- Nozomi Networks is neither responsible for supporting nor working with: (i) Customer’s software; (ii) Customer systems (whether proprietary or not); (iii) or any third-party software or systems; nor (iv) integrating the Nozomi Networks solution with any customer or third-party systems that are beyond the scope of this Fast Track Service Agreement.
- Any other unforeseen circumstances that may cause delay or inability to deliver the services as set forth in this Agreement. Such circumstances may include, but are not limited to malfunctioning, broken, or non-functional Customer network hardware, running updates or other servicing of any software, configiuration with undisclosed protocols, engineering solutions or workarounds, and installation, racking, and stacking of servers or any other hardware or equipment.
Customer must have purchased and is in possession of all licenses necessary to complete the engagement. The following activities constitute the required and necessary setup steps to be completed by Customer prior to the date Professional Services deployment activities are scheduled to begin:
- Racking and Cabling of Nozomi Appliances
- Check and provide (if required) Rack/DIN Rail space and network cables for the appliances and associated power supplies.
- Racking Nozomi appliances and connecting them to the power source
- Lay and route Ethernet/Fiber Cables between traffic source (OT) Switches and Nozomi Guardian Appliances
- Lay and route Ethernet Cable for Guardian’s management interface
- Configure routing and firewall rules according to the communication requirements needed to make the proposed solution work.
- Provide and configure appropriate connection points (SPAN or Mirroring Port) on switches/packet brokers to enable monitoring of the network traffic.
- Virtual environment setup to host the Virtual CMC or Virtual Guardian appliances if applicable.
6. Service Scheduling
- Customer and Nozomi Networks will mutually agree and schedule a time and date for Professional Services delivery.
- If Customer cancels, postpones, or is otherwise unavailable or no-shows on the agreed delivery time and date for any reason without providing Nozomi Networks at least two (2) business days’ advance written notice and such notice is not provided in accordance with this Section, Customer acknowledges that it may cause: (i) a delay in the performance of the Professional Services and (ii) risk the completion of the Professional Services prior to the end of the Professional Services Period.
- In the event of any delay due to late cancellation, or other unforeseen circumstances not due to Nozomi Networks, Customer may be required to purchase additional services. Any delays due to Customer’s late cancellation shall be at no fault of Nozomi Networks.
7. Service Duration, Expiry and Termination Policy
- Customer acknowledges that the Fast Track Service fee is non-refundable under any circumstances.
- Services will be delivered in accordance with Exhibits A and B.
- If not otherwise agreed in writing between the Parties, Service must be scheduled and delivered within twelve (12) months from the purchase order date (“Professional Services Period”).
- The Fast Track Service Agreement shall automatically terminate upon the completion of deliverables stated under section two (2) and/or at the end of the Professional Services Period, whichever happens first.
- Any portion of the Professional Services not used (“Unused Services”) within the Professional Services Period will automatically expire and such Unused Services will neither be refunded, nor credited towards any additional or other Professional Services.
- Where the end date of the Professional Services Period falls on a weekend the next business day will be selected as the Professional Services Period end date.
- In order for Nozomi Networks to provide Professional Services to Customer after the Professional Services Period, Customer and Nozomi Networks shall mutually agree, in writing, under a separate purchase order and Statement of Work, to the terms and fees for such Professional Services.
8. Work Location, Facilities & Hours
- Professional Services shall be provided remotely.
- Customer shall provide compliant and reasonable remote access for the duration of the working engagement.
- The remote access must facilitate access to both GUI and CLI for in-scope Nozomi Network systems
- Customer shall provide a technical resource at the Customer’s data center who can add and remove installation media or perform basic technical functions at the direction of Nozomi Networks.
- Customer must assign a primary technical point of contact who can quickly respond to all questions and inquiries about the in-scope environment and Nozomi Networks system. Furthermore, the primary technical point of contact must facilitate all necessary access requirements as well as access privileges as defined by Nozomi Networks throughout the Professional Services Period.
- Nozomi Networks defines a workday as a period not exceeding eight (8) hours in a day in a workweek and during normal working 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 billable 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 Fast Track Service Agreement as defined herein requires a signed Change Order, upon which an additional purchase order and Statement of Work (“SOW”) shall be issued to the order of Nozomi Networks.
Nozomi Networks may choose to utilize qualified subcontractors, who may also be Nozomi Networks employees. Customer agrees to conduct any subcontractor project related communications through the Nozomi Networks project manager or engagement manager.
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. Professional Services provided in relation to any partial shipments are deemed accepted unless otherwise stated in a formal written mutual agreement .
11. 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 not withstanding, if the Excusable Delay extends Nozomi Networks’ performance Ten (10) or more days, Nozomi Networks acknowledges that Customer may terminate the affected Fast Track Service Agreement upon written notice of not less than ten (10) business days, without penalty or financial obligation of any type or kind.
12. Language of the Professional Services
All documentation, deliverables, or any other verbal or written communication issued by Nozomi Networks to the Customer during the engagement will be in English only. Nozomi Networks will not provide translation services of any kind.
When a notification of completion is provided electronically, such as deliverable, task or project completion, Customer will have five (5) working days to review such notification or document and dispute such records (“Review Period”). If such records remain undisputed within the Review Period, then they will be considered approved and will be invoiced in accordance with the terms set in 2. Fees, Payment Terms and Acceptance.
EXHIBIT A: Service & Engagement Description
Exhibit A: Service & Engagement Description with Table 1 outlines the standard Fast Track Deployment process, tasks, and deliverables.
Any deviation from the process or additional task or deliverable requested by the Customer shall be mutually agreed upon between Customer and Nozomi Networks, in writing, under a signed Change Order and a separate purchase order and Statement of Work, to the terms and fees for such Professional Services.
The Nozomi Networks Fast Track Service is offered in three (3) different categories:
Table 1 has references to the three (3) sizes and specifies what the Customer is entitled to when purchasing a specific Fast Track Service category.