SD-WAN as a Service Schedule Terms and Conditions & SLA

Transcription

1 SD-WAN as a Service Schedule Terms and Conditions & SLA NEUTRONA S SD-WAN AS A SERVICE The following Neutrona s Software Defined WAN as a Service ( SD-WAN ) document is applicable as a Customer Experience Guide between Supplier and Customer. By its use of the Services, Customer agrees to amend and/or supplement the Agreement as set forth herein. 1. SERVICE OVERVIEW The SD-WAN as a Service ( Service ) is a managed network offering using Supplier provided and managed hardware and software located on the Customer s premises ( Customer Premises Equipment or CPE ), between Customer s internal local area network ( LAN ) and wide area network(s) (WANs), service gateways located within the Supplier network infrastructure as well as a centralized management platform. The Service provides a secure overlay network to interconnect Customer locations, cloud and core network services, and the Internet creating a WAN. The Service provides the ability to achieve advanced levels of visibility and control over application traffic that passes between Customer sites over the WAN. Included with the service is Dynamic WAN Selection (DWS), allowing the Service to select the available WAN connection based on the characteristics of the traffic flows and the application profiles that have been defined by the Customer and Analytics that show the performance and utilization statistics for circuits and applications at the Customer sites. 2. SERVICE COMPONENTS The Service is available in one (1) package SD-WAN as a Service. In addition, Professional Services are offered for Customers who need assistance, reconfiguring and or transitioning 3rd party provider services, such MPLS, security, or VoIP services to the SD-WAN Service, for an additional fee. The SD-WAN as a Service includes the following: Fully managed Service including Monitoring (CPE, circuits, and applications) service reporting, alerting and notifications via s and dedicated telephone support Supports any topology, e.g., full/partial mesh and hub & spoke The service performs an application-level classification (up to OSI Layer 7) at the customer premises, traffic flows based on the application business policies are available according to the rules provided by or set by the Customer Real-time traffic routing over multiple WAN connections based on application traffic characteristics, Customer specifications, Service Configuration by Supplier and Configuration Management by Supplier s Service Manager or Customer are also available Service assurance such as QoS performance, packet loss and latency are measured in real time. These measurements determine whether a particular WAN meets the performance requirements of an application resulting in application-based performance assurance 1

2 SD-WAN provide secure, IP-based virtual overlay networks that uses IPsec tunnels to encrypt customer traffic end to end Policy-based Packet Forwarding are also supported to influence specifics path or wan utilization to forward traffic according applications or traffic rules. Local Breakout Internet Service provides a local exit for internet traffic in case of needs Connectivity to Supplier s SD-WAN gateways for last mile performance optimization, and interconnection with private and public networks WAN connections are not provided as part of the SD-WAN service and can be purchased from Supplier or provided by the Customer A CPE/CPEs capable of running the full stack (above points) features is/are provided. Configuration and shipment of the CPE Installation options beyond self-installation for an additional fee including concurrent, professional and custom installation Additional services beyond the standard product offering, if provided, require a custom Statement of Work and will incur additional charges SUPPLIER S RESPONSIBILITIES Supplier shall provide to Customer: (A) NETWORK AVAILABILITY AND OPERATIONS. Supplier shall provision, maintain and operate on a 24/7 basis, the SD WAN Network, all network software and peripherals, and SD-WAN Network connectivity, as necessary to perform the Services in accordance with this Agreement except for: (i) planned downtime (of which Supplier shall give at least seven (7) days prior written notice via to Customer s registered technical contacts and which Neutrona shall schedule or (ii) any unavailability caused by an act of Force Majeure. (B) NETWORK SECURITY. Supplier shall keep in place with respect to the network and the NOC, commercially reasonable (but no less rigorous than accepted industry standard practices) safeguards designed to monitor and protect against unauthorized access to Customer s Data while on or within the network. Without limiting the foregoing, Customer Data stored or otherwise maintained by Supplier, shall be stored on designated servers and segmented from Supplier s other customers data. (C) CAPACITY AND RELIABILITY. Supplier shall maintain adequate capacity on its network during the Term as necessary to meet Customer s committed network usage as set forth in the Commercial Proposal. Supplier s network will remain distributed geographically and Supplier will keep in place distributed network connections. (D) ADDITIONAL SERVICES. Supplier shall provide Customer with such installation, support, training or other additional services as may be specified in the Commercial Proposal or as may be requested by Customer, from time to time, during the Term and as set forth in a separate schedule or addendum agreed to and executed by both Parties. Basic support for the Purchased Services is provided at no additional charge. Supplier will make the Purchased Services available to Customer according to the terms of the Service Level Agreement, attached hereto as Exhibit A, and Supplier 2

3 will provide the Purchased Services only in accordance with applicable laws and government regulations CUSTOMER RESPONSIBILITIES Customer assumes total responsibility for the use of the services, customization of the services and internal control of accesses, at its own risk. Each CPE, as specified in each Commercial Proposal and to be located at the Customer s site/s, is delivered to Customer as a Loan and exclusively for the use and during the term agreed in each Commercial Proposal, remaining as property of Neutrona. Furthermore, Customer shall not sell, lease, abandon, loan or give away the CPE, nor allow anyone other than Customer or its authorized employees, to use the CPE, exclusively in connection with Customer`s SD-WAN Services. Customer is directly responsible for the loss of the CPE, agreeing as well not to disable or defeat any feature of the CPE, or otherwise use the CPE at a greater capacity rate than the rate for which Customer has subscribed the Services in each Commercial Proposal. Customer further agrees to indemnify, defend, hold harmless Neutrona and its respective officers, directors, employees, contractors and agents against and from any loss, debt, liability, damage, obligation, claim, demand, or settlement including without limitation all reasonable costs and expenses arising out of, or resulting from any CPE loss. Upon termination of the Service, Customer will immediately return CPE to Neutrona, in the same condition as when it was delivered to Customer, free and clear of any liens or encumbrances. If the CPE is not returned within the following five (5) business days, to be counted after the termination of the Services, Customer shall pay Neutrona: (i) the subscription fees for the applicable Solution at Neutrona`s rates until the CPE is returned to Neutrona (ii) Three (3) times the current listed price of the CPE in case CPE is not returned within the following thirty (30) days. 4. SUBSCRIPTION SERVICE A) Subject to Neutrona s terms and conditions (including payment of all applicable subscription fees) and during the Subscription Term (as defined below), Neutrona shall make the Service available to Customer to be used by Customer and its Affiliates users solely for non-commercial internal use of Customer or such Affiliate (as the case may be) during the Subscription Term ((as defined below) B) The terms of this Agreement apply the Services as well as to the Hardware, updates, and upgrades subsequently provided by Neutrona to Customer for Neutrona SD-WAN Services. Neutrona shall host the Service and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Service from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and customers use of the Service 3

4 C) Commercial Proposal. A proposal, quote or service order may be submitted by Neutrona to Customer for review and confirmation (the ``Proposal``). Once such proposal is confirmed by Customer, the terms of such proposal shall be binding to the parties (the Commercial Proposal ). The Commercial Proposal is cancellable and shall be subject to the terms and conditions of this Agreement. For any Commercial Proposal submitted by or on behalf of Customer s Affiliate, the term Customer shall refer to Customer and such Affiliate(s) D) Should for any reason Customer s needs to exceed this capacity, additional capacity must be purchased for the remainder of the applicable Subscription Term, based on the pricing provided 5. SUBSCRIPTION TERM The term of Service subscribed for, governed under the terms of this Agreement, shall commence as of the execution date set forth in the applicable Commercial Proposal, and shall continue for the length of time referenced in the applicable Commercial Proposal unless terminated in accordance with the terms of this Agreement (the Subscription Term ). At the end of the then-current subscription Term, each subscription to a Service will automatically renew for an additional month-to-month period (a Renewal Subscription Term ) unless either party (Customer or Neutrona) provides written notice of non-renewal to the other party at least 30 days before the expiration date of the then-current Subscription Term or Renewal Subscription Term. Customers shall submit notice of non-renewal or termination to disconnect@neutrona.com. Unless another payment method has been specified, Neutrona will charge Customer s payment information on file for the Service fees for the Renewal Subscription Term. 6. CO-TERM Further should any Commercial Proposal be submitted to Neutrona by Customer for additional Services or Hardware (an Additional Order ) during any existing Subscription Term or Renewal Subscription Term, the initial Subscription Term of such Additional Order shall be pro-rated to concur with the existing Subscription Term or Renewal Subscription Term so that the termination of all current Subscription Terms and all subsequent Renewal Subscription Terms shall coincide to take effect on the same date. Applicable fees shall be pro-rated in accordance with any pro-rated Subscription Term or Renewal Subscription Term. 4

5 SERVICE LEVEL AGREEMENT STANDARD TERMS APPLICABLE TO ALL SERVICE LEVELS OUTLINED HEREIN: A) DEFINITIONS 1. Claim means a claim submitted by Customer to Neutrona pursuant to this SLA that a Service Level has not been met and that a Service Credit may be due to Customer 2. Customer refers to the organization that has signed a services agreement ( Agreement ) under which it has purchased and deployed Neutrona s SD-WAN solution 3. Customer Support means the services by which Neutrona may provide assistance to Customer to resolve issues with the Services 4. Incident means any set of circumstances resulting in a failure to meet a Service Level 5. Service or Services refers to the Neutrona SD-WAN Services provided to Customer pursuant to the Agreement 6. Monthly Uptime Percentage is the percentage of uptime per month as measured POP to POP within Neutrona infrastructure 7. Service Credit is the daily service fee equivalent to 1/30th of the monthly service fee for the Service that is credited to Customer for a validated Claim 8. Service Level means standards Neutrona chooses to adhere to and by which it measures the level of service it provides as specifically set forth below 9. Excused Outage means a scheduled maintenance window, for which Customer will be given 7 days notice, or during conditions which constitute a Force Majeure, as described in the Agreement B) SERVICE CREDIT CLAIMS Neutrona provides this SLA subject to the following terms: 1. Claims must be submitted by the end of the billing month in which the Incident which is the subject of a Claim occurs 2. Customer must provide to Neutrona Customer Support all reasonable details regarding the Claim, including but not limited to, detailed descriptions of the Incident(s), the duration of the Incident, and any attempts made by Customer to resolve the Incident 3. Only one Claim may be submitted per 24-hour day of service, as defined by EST midnight, regardless of the number of incidents occurring in that day C) EXCLUSIONS No SLA credits shall apply to the failure of the Service to comply with an SLA metric above, or to any period of Service Unavailability, caused, in whole or part, by any of the following: 1. NEUTRONA NETWORKS will provide at least seven (7) calendar days advance notice for any scheduled maintenance. Notwithstanding anything to the contrary, any Service 5

6 interruption that extends beyond the scheduled maintenance window shall be considered as a Service interruption eligible for the service availability SLA 2. Service interruptions during time frames when the Customer does not allow testing, repair or maintenance 3. Service interruptions caused by power feed failures not within Neutrona s control, Customer Premise Equipment, installation and services provided by the Customer, access circuits provided by Customers 4. Interruptions due to Customer negligence, including provision of inaccurate information and lack of utilization of procedures agreed 5. Failures not reported to NEUTRONA NETWORKS, Service degradation or interruptions occurred before the Service acceptance 6. Service interruption, Service degradation or implementation delay due to force majeure, fortuitous events, uprisings, public disturbances or events for which the Customer, its employees or agents/representatives are responsible 7. Implementation delay due to erroneous or uncompleted Service Orders 8. Delay in Service implementation or service restoration due to restricted access to the customer Service Location 9. Delay in Service restoration due to Customer or third party omissions D) SERVICE CREDITS The amount of Service Credit for each incident will be equal to 1/30th of the Customers monthly Service fees. 1. Service Credits are Customer s sole and exclusive remedy for any violation of this SLA 2. The Service Credits awarded in any billing month shall not, under any circumstance, exceed Customer s monthly Service fees 3. Service Credits for this SLA will only be calculated against monthly fees associated with the Neutrona SD-WAN service. This does not include any additional recurring or one- time fees MONTHLY NEUTRONA SD-WAN SERVICE AVAILABILITY SERVICE LEVEL 1. Neutrona will maintain a Monthly Uptime Percentage of 99.99% in its own infrastructure 2. Monthly Uptime Percentage will be measured between Neutrona s points of presence (POP) occurring at 5-minute intervals 3. An Incident for which Customer may be eligible to submit a Claim is defined as occurring if three consecutive measurements show loss of connectivity between POPs 6