csp specific addendum: netelligent cloud services - Westcon-Comstor

CSP SPECIFIC ADDENDUM: NETELLIGENT CLOUD SERVICES By signing this Addendum or by clicking the “I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM” checkbox displayed below, you, Cloud Services Reseller (“you” or “CSR” or “Reseller”) acknowledge and agree to abide by the terms and conditions contained in this CSP Specific Addendum to Cloud Services Reseller Addendum (hereafter referred to as “Addendum”), regarding the resale of the Cloud Services defined below, provided by Westcon Group, Inc., including its operating affiliates in the territory in which you purchase Netelligent (“Distributor”). Pursuant to the terms of this Addendum, Westcon shall purchase from Netelligent, on a subscription basis, certain Software licenses and related Maintenance Services in order to provide Distributor’s Cloud Services to CSR using Cloud Software located and hosted in Distributor’s selected data center for further resale of such Cloud Services by Resellers to Cloud End Users located in the Reseller’s authorized territory or for Reseller’s own internal use. 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 or any Agreement, 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 the CSR signs this Addendum or by clicking the “I HAVE READ AND ACCEPT THE TERMS OF ADDENDUM” checkbox displayed below, (“Effective Date”). CSR and Distributor hereby agree as follows: Non-Exclusive Appointment. DISTRIBUTOR hereby grants CSR: (i) the [non-]exclusive right and authority to purchase, market, sell and distribute the Cloud Services listed in Service Schedules A (NetTend), Schedule B (Hosted Collaboration Service) and Schedule C (Infrastructure as a Service) to End Users in the Territory. Subscription Term. The Cloud Services shall be sold by CSR for usage by End Users for a fixed term, which shall be designated on the Purchase Order (“Subscription Term”). The Subscription Term shall begin on the effective date set forth on the Purchase Order and shall run for the designated term, unless otherwise terminated in accordance with this Agreement. If no effective date is set forth on the Purchase Order, the Subscription Term shall begin on the date of Cloud Services initiation. Unless otherwise stated, the Subscription Term shall be a minimum of twelve (12) months. Transition Period. Following expiration or termination of the Agreement, there shall begin a transition period to allow End Users to transition off of the Cloud Services (“Transition Period”) , which Transition Period shall be at least thirty (30) days and no longer than ninety (90) days. If this Agreement expires or terminates for convenience, the Parties shall continue to be bound by this Agreement during the Transition Period with respect to any Purchase Orders submitted prior to the effective date of expiration or notice of termination, as the case may be, for the duration of any active Subscription Terms (“Surviving Subscription Terms”). If the termination was for cause, then the Parties may, at the election of the non-breaching Party, continue to be bound by this Agreement for a period not to exceed ninety (90) days. During the Transition Period, CSR shall not enter into any new Purchase Orders, nor shall CSR renew or extend the Subscription Term for any Surviving Subscription Terms. Termination Assistance. The Parties agree that at least thirty (30) days prior to the effective date of termination or expiration of each End User’s Subscription Term during the Transition Period, or as promptly as possible if less time is available, DISTRIBUTOR and CSR shall cooperate in good faith to notify CSRs and/or End Users of the impending termination and provide instructions on how any affected End Users may continue to receive the applicable or comparable Cloud Services subject to termination. The Parties shall cooperate in good faith regarding the timely transitioning of End Users seeking to maintain continuity of such Cloud Services, including but not limited to assignment or transfer of End User Cloud Services subscriptions. The Agreement shall fully and finally terminate upon expiration of the final Transition Period for the final Surviving Subscription Term. Purchase Orders. CSR shall submit a purchase order to DISTRIBUTOR for Cloud Services hereunder (“Purchase Order”) which must contain the following information: (i) CSR’s corporate name; (ii) CSR’s corporate address; (iii) End User’s corporate name and address; (iv) the specific Cloud Services ordered; (v) the initial Cloud Services quantity ordered; (vi) the committed Subscription Term length for each of the Cloud Services ordered; (vii) any additional information required or set forth in any Documentation. All Purchase Orders are subject to acceptance by DISTRIBUTOR, which shall not be unreasonably withheld or delayed. DISTRIBUTOR’s rejection of any Purchase Order shall be provided to CSR, in writing, and shall include a detailed explanation for the rejection. In the event DISTRIBUTOR fails to provide written rejection of a Purchase Order within five (5) business days of the date it is submitted, said Purchase Order shall be deemed accepted. The terms and conditions of this Agreement will supersede all inconsistent terms set forth in any Purchase Order unless signed by both Parties. Cancellation. Prior to the commencement of the Subscription Term, CSR may cancel or reschedule any Purchase Order by written notice (via facsimile, email, post or otherwise) to DISTRIBUTOR at any time. CSR shall pay any Early Termination Fees specified in the Purchase Order and any fees or costs incurred by DISTRIBUTOR prior to the commencement of the Subscription Term, if any. Usage Reports. Periodically, a report will be generated by CSP or DISTRIBUTOR which will be sent or made accessible to the CSR for forwarding to the End User, indicating the actual level of Cloud Services usage by End Users during a given time period and which shall serve as a basis for the End User to be notified of any additional requirements as set out in Appendix B (“Usage Report Requirements”).

Fees. Upon receipt of a Purchase Order from CSR, DISTRIBUTOR shall invoice CSR the Fees for the initial Cloud Services quantity set forth on the Purchase Order. All undisputed portions of DISTRIBUTOR’s invoices for Fees will be paid by CSR within thirty (30) days’ of CSR’s receipt of invoice. Unless otherwise agreed to in writing by the parties: (i) the Fees shall be as set forth in the Price List; (ii) all Fees shall be paid annually in advance or monthly in arrears; (iii) Fees are based on the quantity of Cloud Services purchased and not actual usage by the End-User, which may be less. The committed quantity of purchased Cloud Services cannot be decreased during the Subscription Term, unless otherwise agreed by the parties in writing. If CSR disputes any portion of an invoiced amount in good faith, CSR shall provide documentation identifying the items which are in dispute within fifteen (15) days of receipt of invoice. An email is deemed an acceptable method of documenting such disputes. Overage. In the event actual usage of Cloud Services will exceed the initial quantity ordered on the Purchase Order (“Overage”), End User will be notified of such overage and given the option to extend their usage allowance (“Overage Charge”). CSR will be billed for any applicable Overage Charges on a monthly basis in accordance with Schedule B (“Overage Charge”). A valid Usage Report detailing the Overage must accompany any invoice for Overage Charge. All undisputed portions of DISTRIBUTOR’s invoices for Overage Charge will be paid by CSR within thirty (30) days of CSR’s receipt of invoice for such. If CSR disputes any portion of an invoiced amount in good faith, CSR shall provide documentation identifying the items which are in dispute within fifteen (15) days of receipt of invoice. An email is deemed an acceptable method of documentation such disputes. Suspension of Access. In the event that (i) any fees owed to CSR by CSR, including but not limited to monthly Fees or Overage Fees are forty-five (45) or more overdue and CSR has not cured within thirty (30) business days of CSR’s written notification of failure to pay or (ii) CSR is in material breach its Agreement with CSR or any Documentation, then CSR may terminate or suspend its contract with such CSR, and CSR may choose not submit Purchase Orders to DISTRIBUTOR for orders from such CSR. DISTRIBUTOR and CSR shall cooperate in good faith to notify the End Users of such termination or suspension of the CSR and provide instructions on how any affected End Users may continue to receive the Cloud Services, including with respect to any renewal Subscription Term. The Parties shall cooperate in good faith regarding the timely transitioning of End Users seeking to maintain continuity of such Cloud Services, including but not limited to assignment or transfer of End User Cloud Services subscriptions to DISTRIBUTOR directly or another CSR. Electronic Delivery and Usage. The Cloud Services shall be provided by CSP through its contract with DISTRIBUTOR in accordance with any additional terms and conditions of use provided in any Documentation or URL Link, including without limitation the Authorized Use Policy annexed hereto as Appendix E (“Authorized Use Policy”), incorporated herein by reference. CSR shall notify its End Users that usage of the Cloud Services by its End Users remains subject at all times to the terms and conditions of the Authorized Use Policy. Service Schedule A NetTend Support and Monitoring

1.1 Description Netelligent will place the Customer premise equipment (“CPE”), Cloud Servers, and Software under support and monitoring service (“NetTend”). NetTend covers the specific IT infrastructure devices as detailed in an applicable Service Order. 1.2 Service Levels NetTend is available detailed below. Service Phone Support 7AM-7PM, MON-FRI*

NetTend Standard Included, with SLA

Phone Support Off-Hours

Included, with SLA

Onsite Support 7AM-7PM MON-FRI**

Not Included, No SLA, See Service Order or Schedule A for Pricing Not Included, No SLA, See Service Order or Schedule A for Pricing Not Included, No SLA, See Service Order or Schedule A for Pricing

Onsite Support Off-Hours** Phone Support – Devices Not Covered by NetTend

Onsite Support – Devices Not Covered by NetTend

Not Included, No SLA, See Service Order or Schedule A for Pricing

* All coverage times are based on the local time zone of the supported device. **Applies to devices covered under NetTend in the continental US. International onsite coverage may be added via a custom scope of work.

In the event that an outage or network problem occurs which is determined to be a site related issue Netelligent will document the Incident within its ticketing system. Examples of site related Incidents are: Loss of power to site, damage to premise cabling, accidental disconnection of site cabling or Equipment. In the event that an outage or network problem occurs which is determined to be a Broadband Carrier circuit failure, Netelligent will, via a Letter of Agency from Customer, contact the relevant Carrier or ISP and report the Incident for resolution. Netelligent will then continue to manage the problem and follow up with the Carrier or ISP to ensure service is restored as quickly as possible. In the event that an outage or network problem occurs which is determined to be a failure of CPE, Netelligent will diagnose and attempt to resolve the issue remotely. If the outage cannot be resolved remotely, Netelligent will escalate to the Customer and/or technician dispatch when needed. Determination of the necessity of on-site services is at the sole discretion of Netelligent. If dispatch is requested and cancelled within 48 hours of requested dispatch time, a $250 cancellation fee will be applied. Netelligent responsibilities for NetTend are: •

Detection, isolation, diagnosis of each fault and restoration to normal operating conditions, testing and documenting each fault within Netelligent’s trouble ticket system

•

Ownership of resolution of the problem on behalf of the Customer and act as an agent for the Customer under executed letters of agency

•

Notify the Customer of the progress of all faults per Customer provided contact process.

•

Safeguard Customer’s proprietary information and take all necessary precautions to ensure secure management connection from Netelligent’s remote management center into the Customer’s network

Customer responsibilities for NetTend are: •

Provide Netelligent a connection to the internet and backup circuit to support the Netelligent-supplied VPN Equipment.

----OR---•

Provide a connection to the internet and backup circuit to support the Customer-supplied VPN Equipment.

•

Provide a distribution list of Customer contacts to receive alarm triggered emails and NetTend reports

•

Supply Netelligent with all the necessary security information including: dial-in numbers, access ID’s, passwords, SNMP community names necessary for Netelligent to perform the Services

•

Provide notification contact and escalation lists for use by Netelligent during business and non-business hours.

•

Provide Netelligent with site contact to facilitate Netelligent’s access to Equipment and connection terminations, along with out-of-hours access procedures

•

Notify Netelligent within 72 hours of any changes to the contracted Devices.

•

Execute letters of agency notifying vendors, such as carriers, that Netelligent will represent the Customer by isolating and troubleshooting Customer’s network problems

•

Maintain vendor support coverage on all devices covered by NetTend (example = Cisco SmartNet)

•

All devices must be in a supportable state, including current versions of software supported by vendor, with all critical patches applied, in a production capable state with no known failures or functions in order to be covered by NetTend. Remediation efforts to bring software to current version including patches to make a device production capable will be billable to the customer

1.3 Service Level Agreement (“SLA”) for NetTend Netelligent will use commercially reasonable efforts to meet the following service level objectives for Incidents relating to the NetTend covered devices when applicable per the Standard service level. Support services that are not covered by this SLA will be handled on a best effort basis. SLA Metric Respond within: Resolution Plan within:

Priority 1 0.3 hours, Goal % = 95 3.0 hours, Goal % = 85




Resolved within:

4.0 hours, Goal % = 85

24.0 hours, Goal % = 85

48.0 hours, Goal % = 85

120.0 hours, Goal % = 85

The following Service Credits will apply for NetTend and will be based on a full month of service. SLA Metric

Respond within:

Priority 1 Service Credit**