Nexusguard Managed Services Description and Terms

Last Updated: June 4, 2022

These Nexusguard Managed Services Description and Terms (“Managed Services Description”) set forth the terms and conditions pursuant to which Nexusguard Pte. Ltd., (“NXG”) will provide Managed Services to a customer (“Customer”) who has purchased Nexusguard Managed Services. This Managed Services Description is an addendum to, and supplements the terms of, the agreement which governs the Customer’s purchase and/or use of NXG Products and/or Services (the “Agreement”). If there is a conflict between this Managed Services Description and the Agreement, this Managed Services Description shall control with respect to the Nexusguard Managed Services. Capitalized terms not otherwise defined in this Managed Service Description shall have the meanings ascribed to them in the Agreement.

1. Service Definitions

The following definitions shall apply to the capitalized terms used herein.

1. 1.1 “Admin Access” means full read and write access on all pages of the Web user interface and the ability to run all command line interface commands.
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3. 1.2 “Content” shall mean all data, software, and information that Customer or its authorized users provides, authorizes access to, or is contained within the traffic that is processed by the Managed Products.
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5. 1.3 “DDoS Incident” means an event in which malicious traffic (e.g., through what is generally referred to as distributed denial of service or DDoS) is directed to the Customer’s Network. The determination as to whether traffic is DDoS Incident traffic shall be made solely by NXG.
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7. 1.4 “Customer’s Network” is the public and private IP address space of all Customer sites being managed and/or protected by NXG.

1. 1.5 “Incident” means a DDoS Incident or a Service Incident.
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3. 1.6 “Managed Product(s)” means NXG’s on-premises security products purchased by Customer and designated by Customer for Managed Services as identified during NXG’s then-current process for provisioning of the Managed Services.
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5. 1.7 “Managed Services” is a comprehensive security solution offered by NXG to protect Customer’s Network against DDoS Incidents and includes management by NXG of the Managed Products, including monitoring the Managed Product’s system level health, monitoring for DDoS Incidents and management of DDoS Incident response and, where applicable, any supplemental services set forth on the Quotation.
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7. 1.8 “Quotation” means the document issued by NXG under which NXG offers for sale the Managed Services and Support.
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9. 1.9 “Service Incident” means an event in which NXG manages the Managed Products (e.g., configuration changes, protection level changes and software upgrades/patches) but which does not constitute a DDoS Incident. The determination of whether an event constitutes a Service Incident shall be made solely by NXG.
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11. 1.10 “SLA” means the Service Level Agreement attached as Exhibit A to this Managed Services Description.
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13. 1.11 “Technical Support” means the live-chat and phone support provided by NXG which provides Customer with hardware and software related help and advice about the Managed Product(s).
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15. 1.12 “Platform Health Monitoring” means the passive and ongoing monitoring of the Managed Product(s)’ system components. A service provided by many retailers of various products; primarily electronics, that provides the end-user with a resource for information regarding the product, and help if the product should malfunction.
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17. 1.13 “Application Support” (Software only) A service provided to deliver support to end users in the organization about how to use various types of software programs efficiently and effectively in fulfilling business objectives. This includes troubleshooting applications and software for all internal customers, such as operations, development, and other business units.

2. Provision of Managed Services

NXG will provide the Managed Services in the manner set forth in this Managed Services Description and the Service Level Agreement attached hereto as Exhibit A.

3. Customer Obligations

1. 3.1 Customer acknowledges that utilization of the Managed Services is for internal purposes only unless otherwise mutually agreed upon with NXG and indicated on the applicable Quotation.
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3. 3.2 Customer agrees that the successful and timely performance of the Managed Services requires Customer’s good faith cooperation and participation. Accordingly, Customer agrees to fully cooperate with NXG by providing relevant information reasonably requested by NXG, make a reasonable effort to inform NXG of any changes to such information, and take such actions that NXG determines is reasonably necessary to enable NXG to perform the Managed Service.
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5. 3.3 Customer shall provide for initial setup of the Managed Product(s), which shall include completing all tasks outlined in the applicable generally available applicable documentation, establishing remote access capabilities for TCP Port 22 (“SSH”) and TCP Port 443 (“HTTPS”) and providing NXG resources access to the Managed Product(s).
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   3.4 Customer shall provide NXG with such access to Customer’s Network as is reasonably necessary in order to perform the Managed Services, which shall include, without limitation, providing internet connectivity so that NXG may connect with the Managed Products on Customer’s premises.
   

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2. 3.5 Customer shall provide NXG with Administrative Access to the ethernet management port of the Managed Products via HTTPS and SSH. NXG will supply Customer with the IP ranges that will be required to allow access to Customer’s Network. Customer shall maintain a Customer contact person who can locally bring the Managed Products back on the Customer’s Network.
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4. 3.6 Customer shall purchase and maintain Managed Services from NXG for the Managed Products at all times during the Term, as defined in Section 4 below. If Customer does not maintain such Managed Services from NXG, then the Managed Services provided to such Customer shall only include Technical Support and platform health monitoring. Notwithstanding the foregoing, such Customer will not receive any Maintenance and Customer will not be entitled to any Credits on account of any Service Misses as defined in and in accordance with the SLA if Managed Service is not purchased or is terminated. If Customer does not purchase Managed Service, NXG reserves the right to terminate the Managed Services as per this Managed Services Description.
   
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6. 3.7 Customer acknowledges that operation and performance of the Managed Services involves NXG having access to Customer’s Network and Customer expressly consents to the same. Customer hereby grants NXG, for the Term, a non-exclusive, non-transferable, and royalty-free license to access Customer’s Network and the internet traffic flowing thereto and any applications contained therein.
   
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8. 3.8 Customer shall have a technical contact available during the entirety of an Incident that speaks English to enable Customer to interact with NXG’s support team and such other contacts as are reasonably necessary to provide the Managed Services.
   
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10. 3.9 Customer is responsible for returning to NXG any defective Managed Product in accordance with the manufacturer’s RMA procedure, which shall include both management of the return and physical installation of the replacement Managed Product by the customer.
    
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12. 3.10 Customer shall (a) work with NXG to document internal emergency/incident response procedures for DDoS Incidents, including responsibility matrix and communication plan, (b) provide feedback on application and network performance during DDoS Incidents and (c) be responsible for assisting NXG to define the network and policy requirements to ensure proper configuration.
    
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14. 3.11 Customer shall take all such action as is reasonably necessary to enable NXG to perform the Managed Services.
    
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16. 3.12 Customer shall comply with the following Acceptable Use Policy for NXG Managed Services (“AUP”), as may be updated pursuant to Section 8 herein. Customer shall not use, or allow use of, the NXG Managed Services in violation of this AUP, including any of the following types of abuses (“Abuses”): use of the NXG Managed Services in (a) an unlawful manner or for an unlawful purpose, and (b) a manner that, in NXG’s reasonable discretion, directly or indirectly produces or threatens to produce a negative effect on the ability for NXG to effectively provide the NXG Managed Services to its customer base.
    
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18. 3.13 Only Customer is authorized to provide Content to NXG for provision of the Managed Services, and Customer is responsible for such Content (whether such Content actually belongs to Customer or to Customer’s customers). Customer will be deemed to have taken any action that Customer permits, assists or facilitates any person or entity to take related to the Agreement and this Managed Services Description, the Content or the Managed Services.
    
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20. 3.14 Customer shall provide appropriate maintenance windows and support needed to comply with NXG’s product lifecycle policies.
    

4. Term, Suspension and Termination

NXG will provide the Managed Services for the number of months purchased (“Term”) and only for those Managed Products for which Managed Services have been purchased. NXG may suspend the Managed Services provided to Customer if, in NXG’s reasonable determination, an Abuse has occurred or is occurring. NXG may terminate the Managed Services, this Managed Service Description and/or the Agreement, at NXG’s sole discretion, for Customer’s failure to correct any Abuse within thirty (30) days after receipt of notice.

5. Fees and Payments

5.1 Fees for Managed Services are set forth in the Quotation (“Service Package Fee”). NXG has no obligation to perform the Managed Services until it receives a valid and acceptable purchase order for such services. Additional options may be purchased for an additional fee which will be set forth in a Quotation issued by NXG at the time such additional services are requested. For purchases of Managed Services made directly from NXG, invoicing will be on a monthly recurring basis unless otherwise specified on the applicable Quotation.

5.2 Unless otherwise set forth in a master agreement between the parties, payment for Managed Services and other items included in the same Quotation are set forth in such Quotation. All payments to NXG are non-cancelable and non-refundable, unless otherwise specifically set forth herein.

6. Representations and Warranties

6.1 NXG represents and warrants that NXG will perform the Managed Services in a professional and workmanlike manner and in accordance with the attached SLA Agreement. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6.1, NXG MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE MANAGED SERVICES. FURTHER, NXG EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR CONTENT OR INFORMATION CONTAINED IN THE TRAFFIC DIRECTED TO THE MANAGED SERVICES. A breach of this Section 6.1 or the SLA shall not constitute a breach of the Agreement but shall give rights solely to the remedies and credits set forth in the SLA notwithstanding anything to the contrary in the Agreement.

6.2 Customer represents and warrants that Customer: (a) has all right, title and interest or is the licensee with the right to use and/or access all of the applications and/or Content provided to NXG for NXG to perform the Managed Services; (b) shall not use the Managed Services for any unlawful purpose; and (c) shall comply with its obligations under this Managed Services Description.

7. Indemnity

Customer will defend at its own expense any action brought against NXG, its directors, officers, or employees by a third party to the extent that the action is based on a claim, suit, or proceeding arising from or relating to: (a) the breach of any representation or warranty set forth in Section 6.2; or (b) Content, including without limitation, any claim involving alleged infringement or misappropriation of any patent, copyright, trademark, trade secret or other intellectual property rights. This Section 7 shall survive termination of the Agreement.

8. Indemnity

NXG may make changes to this Managed Services Description (including the AUP and/or the SLA) at any time. NXG shall provide prior notice of material changes to this Managed Services Description (including the AUP and/or the SLA) by email notification sent to the technical contact email address provided by Customer with respect to the individual having access to the Managed Services portal. Except with respect to changes in the AUP, such changes shall apply only to purchase orders placed for the applicable Managed Services after the updated Managed Services Description has been posted. All changes to the AUP shall become effective immediately.

EXHIBIT A
SERVICE LEVEL AGREEMENT FOR MANAGED SERVICE

This Service Level Agreement (“SLA”) for the Managed Services is attached to and made a part of the Nexusguard Managed Services Description and Terms (the “Managed Services Description”). Capitalized terms not otherwise defined in this SLA shall have the meaning ascribed to them in the Managed Services Description. If there is a conflict between the terms of the Agreement or the Managed Services Description and the terms of this SLA, this SLA shall control. All sections referred to herein shall refer to sections in this SLA unless otherwise stated.

1. Definitions

The following definitions shall apply to this SLA.
1.1 “Alert” means an event that occurs on Customer’s monitored system outside of defined thresholds.

1.2 “SOC” means Nexusguard’s Security Operations Center, NXG’s 24x7x365 technical support center.

1.3 “Credit” means a credit issued for a Service Miss and shall be the value of one (1) day of Service Package Fees determined by dividing the Service Package Fees for the month in which the Service Miss occurs by the number of days in the calendar month in which the Service Miss occurs.

1.4 “Event Classification Time” means, with respect to an Alert, the time at which such Alert is classified as a DDoS Incident or a Service Incident in accordance with Section 2.2.b. of this SLA.\

1.5 “Hardware(s)” means NXG software running on NXG certified hardware that has been purchased from NXG or a third party Original Equipment Manufacturer or vendor.

1.6 “Managed Service Monitoring System” means a software platform that receives and processes information from software agents installed in Managed Products for the purpose of system health monitoring, threat detection, alerting, and notification.

1.7 “Mitigation” means the use of intelligent countermeasures in the Managed Product to drop undesirable traffic while allowing desirable traffic to pass.

1.8 “Priority 1 Event” means (a) any DDoS Incident or (b) any Service Incident that constitutes an emergency event in which the entire solution is experiencing a complete loss of connectivity with all Managed Products (i.e., a “hard down”).

1.9 “Priority 2 Event” means an event in which a single Managed Product is down and causing significant business impact to the Customer’s service, or in which multiple Managed Products are experiencing degraded performance.

1.10 “Priority 3 Event” means an event in which a single Managed Product is experiencing degraded service, a minor bug or intermittent problems (i.e., intermittent connectivity with a single Managed Product or non-business affecting issue with the Web-based interface for the Managed Services).

1.11 “Priority 4 Event” means a request for support, consultation or information (i.e., maintenance activity tracking, informational request or Customer configuration change request), which, in any event, has limited or no impact on the Customer’s business operations.

1.12 “Scheduled Maintenance” means pre-defined periods of time where the Managed Services may be unavailable or have degraded capacity due to the occurrence of planned system changes.

1.13 “Service Miss” means an event where NXG has failed to meet any of the SLAs in Section 2.2 below and no exception in Section 4.2 applies.

1.14 “System Level Issue(s)” means issues that both (a) are categorized as either a Priority 1 Event or a Priority 2 Event and (b) impact NXG’s performance of the Managed Services generally and affect substantially all of NXG’s customers and are not specific to Customer, which issues may include, without limitation, system-wide faults, software patches, upgrades and other similar events.

2. Service Levels

2.1 If the Customer is running the Managed Product on a Customer platform which is not under the direct control or management of Managed Services, then NXG cannot provide the same service level agreements that are available on NXG approved hardware platforms. Within these deployments, NXG will provide SLOs, as set forth in Section 2.3 below, for the components under NXG’s control and management.

2.2 A Service Miss shall, subject to Section 4.2 below, be deemed to occur in the event that the following service levels are not met within the specified timeframes (provided that, for the avoidance of doubt, a Service Miss shall not commence until immediately following the expiration of the applicable timeframe specified below):

2.2.1 Managed Service Monitoring Availability: 99.5% Availability. The Managed Service Monitoring System shall not be unavailable for more than three hours and thirty-six (3:36) minutes in any calendar month.

2.2.2 Event Classification Response: 15 Minutes. NXG will acknowledge the applicable Alert and classify the Alert from the Managed Product as either a DDoS Incident or a Service Incident. Those Alerts classified as Service Incidents will be prioritized by NXG as a Priority 1 Event, Priority 2 Event, Priority 3 Event or Priority 4 Event.

2.2.3 Notification of Mitigation Incident Response: 15 Minutes. NXG will notify Customer of the status of its response to an attack within fifteen (15) minutes of the Event Classification Time for an Alert that is classified as a DDoS Incident.

2.2.4 Notification of System Level Issue(s). NXG will notify Customer of the existence of a System Level Issue(s) within fifteen (15) minutes of the Event Classification Time relating to such System Level Issue(s).

2.2.5 Time to Resolve – Priority 1 Events for Managed Products which are Hardware. NXG will resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 1 Event within four (4) hours of the applicable Event Classification Time.

2.2.6 Time to Resolve – Priority 2 Events for Managed Products which are Hardware. NXG will resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 2 Event within eight (8) hours of the applicable Event Classification Time.

2.3 The following are time to resolve service level objectives (each, an “SLO”), which NXG will seek to achieve, but will be under no obligation to achieve, and no Credits or other damages, reimbursement or compensation of any kind whatsoever shall be issued or payable if NXG fails to achieve an SLO:

2.3.1 Priority 3 Events for Managed Products which are Hardware. NXG will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer‘s business operations for each Priority 3 Event within forty-eight (48) hours of the applicable Event Classification Time.

2.3.2 Priority 4 Events for Managed Products which are Hardware. NXG will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 4 Event within seventy-two (72) hours of the applicable Event Classification Time.

2.3.3 Priority 1 Events for Managed Products which are Software Appliances. NXG will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 1 Event with a goal of four (4) hours of the applicable Event Classification Time. The resolution time goal is dependent on the support provided by the Customer of the third-party hardware or virtual environment.

2.3.4 Priority 2 Events for Managed Products which are Software Appliances. NXG will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 2 Event with a goal of eight (8) hours of the applicable Event Classification Time. The resolution time goal is dependent on the support provided by the Customer of the third-party hardware or virtual environment.

2.3.5 Priority 3 Events for Managed Products which are Software Appliances. NXG will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 3 Event with a goal of forty-eight (48) hours of the applicable Event Classification Time. The resolution time goal is dependent on the support provided by the Customer of the third-party hardware or virtual environment.

2.3.6 Priority 4 Events for Managed Products which are Software Appliances. NXG will seek to resolve or provide a temporary fix or workaround that corrects the issue that can be used by the Customer with minimal inconvenience and minimal impact on Customer’s business operations for each Priority 4 Event with a goal seventy-two (72) hours of the applicable Event Classification Time. The resolution time goal is dependent on the support provided by the Customer of the third-party hardware or virtual environment.

3. Scheduled Maintenance

NXG may perform Scheduled Maintenance on its systems at any time but will be limited to a maximum of eight (8) hours of Scheduled Maintenance during any calendar week. Scheduled Maintenance may result in the Customer’s inability to access (a) client-side web-based and mobile user interfaces, and (b) applications programming interfaces, or other Customer accessible software. NXG may initiate maintenance window during a weekday at a time period that is communicated to the Customer at least forty-eight (48) hours in advance. Additionally, NXG may take an emergency maintenance outage of no more than four (4) hours once per month with four (4) hours advance notice. Notice of Scheduled Maintenance will be provided to Customer’s designated point of contact by email or by a notification in the Managed Services web based user interface.

4. Remedies for Service Misses; Conditions; Claiming Credits

4.1 Calculation of Credits. NXG shall, in good faith, determine whether a Service Miss occurred based on NXG’s records and data. In the event of a Service Miss, the following Credits will apply:

4.1.1 For a Service Miss occurring with respect to the SLA provided in Section 2.2.a.: one (1) Credit shall apply for each one (1) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

4.1.2 For any Service Miss occurring with respect to the SLAs provided in Sections 2.2.b., 2.2.c., and 2.2.d.: If, after the Service Miss has commenced, the Service Miss is

- less than or equal to fifteen (15) minutes, one (1) Credit shall apply;
- greater than fifteen (15) minutes, but less than or equal to forty-five (45) minutes, two (2) Credits shall apply;
- greater than forty-five (45) minutes, but less than or equal to three hours and forty-five minutes (3:45), five (5) Credits shall apply; and
- greater than three hours and forty-five minutes (3:45), ten (10) Credits shall apply.

4.1.3 For any Service Miss occurring with respect to the SLAs provided in Section 2.2.e.: one (1) Credit shall apply for each four (4) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

4.1.4 For any Service Miss occurring with respect to the SLAs provided in Section 2.2.f.: one (1) Credit shall apply for each eight (8) hour period (or portion thereof) during which the Service Miss persists after the Service Miss has commenced, up to a maximum of ten (10) Credits.

4.2 Conditions. A Service Miss shall not be deemed to have occurred when such Service Miss is due to any of the following: (a) an Customer’s failure to follow all procedures for SOC access that have been provided to such Customer by NXG; (b) Customer’s failure to reasonably implement NXG’s recommendations regarding software updates, design changes, or operational systems or methods and procedures that impact the operation of the Managed Products; (c) Customer’s failure to allow access to a Managed Product or an alternative available Customer point of contact who can locally access the Managed Product; (d) Customer’s disruption of access to the Managed Product such that it can no longer be accessed remotely; (e) defects or failures identified in NXG product release notes; (f) network changes by Customer that would adversely affect NXG’s deployment of the Managed Services; (g) internet access is disrupted through no fault of NXG; (h) instructions, authorizations, approvals or other information provided by Customer to NXG; (i) inaccurate and/or insufficient information or configuration information provided by Customer; (j) negligent or unlawful acts or failure to take any required act by Customer or its agents or suppliers; (k) lack of Customer participation in DDoS Incident mitigation efforts, including NXG’s inability to reach Customer by phone or Customer’s lack of English-speaking representatives available to coordinate and communicate with NXG during a DDoS Incident; (l) an Customer provisioning request is not accepted by NXG; (m) acts of God or Force Majeure events, including without limitation, government mandated shutdowns and those described in the Agreement; (n) scheduled or emergency maintenance; (o) suspension or termination of the Managed Services by NXG in accordance with the terms of the Agreement; (p) Customer’s failure to perform its obligations as set forth in the Managed Services Description; (q) acts or omissions of Customer or any third party engaged by Customer; or (r) problems arising from or related to software, equipment or network components for which NXG is not operationally responsible.

4.3 Claiming Credits. If Customer believes a Service Miss has occurred, Customer will provide to NXG all relevant details and documentation supporting Customer’s claims of a Service Miss. Any claims for a Credit must be made by Customer within seven (7) days after the alleged Service Miss and will be made to NXG’s Customer Support organization in writing using the customer support ticketing system or by emailing [email protected]. Claims made more than seven (7) days after the event will not be eligible for any of the remedies described herein. NXG will investigate the claim and will respond back to Customer within ten (10) business days of receipt of the notification of a claim from Customer, either (a) accepting Customer’s Service Miss claim, or (b) with all relevant details and documentation supporting a dispute of Customer’s Service Miss claim, in which case the parties shall resolve any such dispute promptly in good faith. Notwithstanding anything to the contrary set forth herein, Customer may not accumulate more than fifteen (15) Credits in any calendar month and will not be entitled to any Credits if Customer is in breach of the Managed Services Description at the time of the Service Miss until Customer has cured the breach. In addition, Customer will not be entitled to a Credit if the event giving rise to the Credit would not have occurred but for Customer’s breach of the Managed Services Description or misuse of the Managed Services. Credits obtained by Customer shall have no cash value, and unless an alternative arrangement is reached between NXG and Customer, NXG will reflect Credits on the next invoice provided after the occurrence of the Service Miss. Credits shall only apply to Managed Services provided pursuant to the Service Package Fee set forth in the Quotation and will not apply to any other NXG services or any other form of custom development services provided by NXG. Customer’s sole and exclusive remedy, and NXG’s sole and exclusive liability, for NXG’s failure to meet any of the service levels set forth in Section 2.2 of this SLA shall be to receive a Credit in accordance with the terms of this Section 4.

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