Hardware as a Service (HaaS) Program Guidelines

The Nozomi Networks HaaS is a “pay-as-you-grow” program (“HaaS Program”) designed to help enterprise level customers purchase Nozomi Networks hardware. Through this program, participating customers benefit by greater flexibility in the procurement and deployment of Nozomi Networks hardware over time and across multiple site locations. Customers may order from a set catalog of products that include Nozomi Networks hardware and/or accessories. The HaaS Program allows customers to operationalize and minimize their hardware budget while helping to enable them to choose between potentially unpredictable and often difficult to obtain capital expenditures (CAPEX) and consistent operational expenditures (OPEX).

The HaaS Program makes this possible by allowing customers to secure the latest Nozomi Networks hardware and/or accessories right when they need them. The HaaS Program eliminates the need to either know or determine the full scope of a customer site’s network components and topology. It also ends the need for exact scoping, sizing, and estimating activities to take place at the front-end of the project, i.e., during the sales cycle, and allows those activities to take place at a later stage of the project (such as in the planning or deployment phases) or on a “as-needed” basis instead. This results in maximized efficiency in project executions by promoting project start, adjustments, and continuation without major delays. The HaaS Program also offers customers the ability to operationalize hardware expenses traditionally treated as capital expenditures which can help eliminate the time required for CAPEX budget approval rounds, and added purchasing efforts that may involve other service providers and stakeholders.

By allocating a set dollar spend purchase that is converted into Nozomi Networks HaaS tokens (“NNHT”), a customer can buy as much Nozomi Networks hardware and/or accessories as they need – when they need it. NNHT can be used to purchase Nozomi Networks hardware (see Table 1 for included hardware) and accessories (see Table 2 for additional accessories) at any time during the selected HaaS Program term of the contract or subscription period. NNHT amounts in a customer’s account may be applied to any Nozomi Networks hardware and/or accessories and their support during the term of the contract or subscription period. All new and existing Nozomi Networks customers are allowed to join the HaaS Program. Nozomi Networks hardware and/or accessories obtained through the HaaS Program can only be licensed through a Nozomi Networks Vantage license. Nozomi Networks Vantage license sold separately.

HaaS Program Scenarios

Standard: The number of assets to be monitored using Nozomi Networks hardware is matched to the number of assets covered within a specific HaaS Program SKU. In this scenario, customers may purchase the matching HaaS Program SKU. Along with the purchase of standard HaaS Program SKU, customers get NNHT to purchase Nozomi Networks hardware and/or accessories.

Expansion: The number of assets to be monitored using Nozomi Networks hardware cannot be matched to the number of assets covered within any HaaS Program SKU. In this scenario, customers may purchase the HaaS Program SKU with the closest matching estimated number of assets to be monitored using hardware and purchase additional NNHT to supplement it. In the Expansion scenario customers also get NNHT to purchase Nozomi Networks hardware and/or accessories.

Renewal: Where an existing participant in the HaaS Program renews their program subscription by simply purchasing the same or larger HaaS Program SKU as in the year prior and/or necessary number of supplemental NNHT to cover the Nozomi Networks hardware and/or accessories delivered in the years prior.

Currently, the HaaS Program is only available for new projects, and/or renewals/expansions of those new projects. Allowing existing Nozomi Networks hardware installed base to be moved over to the HaaS Program is not allowed at this time.

HaaS Program Coverage

All HaaS Program SKUs include:

• Tokens (NNHT) that can be used to purchase Nozomi Networks hardware (see Table 1 for included hardware) and/or accessories (see Table 2 used to maximize the use of the Nozomi Networks hardware;
• Nozomi Networks hardware support;
• Nozomi Networks hardware warranty;
• Nozomi Networks hardware Return Material Authorization (RMA) even when the hardware and/or accessories have exceeded their End-Of-Life date

Shipping is not included, and shipping costs are the customer’s responsibility in accordance with Incoterms EXW and subject to the applicable and following exclusions below.

Exclusions – What Is Not Included with the HaaS Program

HaaS Program SKUs do not include:

• Shipping or courier costs to transport hardware and/or accessories from Nozomi Networks dock to customer’s location(s) and/or shipping Insurance;
• Taxes, VAT and any other levy’s, import/export tariffs and fees;
• Professional Services and Training;
• Hardware racking and stacking inside of the customer’s network/server room/cabinet;
• Upgrades, updates, mapping, and/or analysis to customer’s network or other network preparation;
• Maintenance, support, upgrades, and/or replacement of Nozomi Networks hardware and/or accessories purchased outside of the HaaS Program;
• Update or Upgrade of non-Nozomi Networks branded hardware and/or accessories or software;
• Nozomi Networks software licenses and/or software support;
• Nozomi Networks software add-on and services licenses and/or subscriptions;

HaaS Program Terms and Conditions

HaaS Program Terms and Conditions are as follows:

• Licensing and all other terms and conditions not stated herein are governed by the Nozomi Networks Product End User License and Warranty Terms (“EULA”). A copy of which is viewable at: https://www.nozominetworks.com/legal/eula/.
• All sales are final and NNHT are non-refundable and non-transferable.
• Except in the case of an approved RMA, the HaaS Program does not allow hardware and/or accessories to be returned to Nozomi Networks. The Customer is always responsible for all disposal and recycling of Nozomi Networks hardware and/or accessories.
• Once Nozomi Networks hardware and/or accessories have been shipped to the customer or other party designated by customer to receive shipment, its equivalent token value will be subtracted from the customer’s NNHT balance.
• NNHT expire at the end of their term and must be used within the contract period, e.g., all NNHT purchased in a (1) year HaaS SKU must be redeemed within (1) year of the purchase date of the HaaS SKU. All unredeemed NNHT will be lost, and no refunds will ensue. When customers renew their HaaS Program term or subscription period, their remaining NNHT balance will not expire until the expiration date of the renewal term or subscription period.
• To maintain the benefits offered under the HaaS Program the customer must maintain a valid and current HaaS Program term contract or subscription period.
• Nozomi Networks’ standard stand-alone hardware maintenance and support contracts do not apply to Nozomi Networks hardware and/or accessories purchased with tokens obtained under a HaaS Program and therefore, standard stand-alone hardware maintenance and support contracts cannot be used to cover them. The HaaS Program is a bundled program and cannot be divided or separated.
• To continue to receive maintenance and support, the benefits of the HaaS Program, and the ability to run Nozomi Networks software on the Nozomi Networks hardware obtained through the HaaS Program, all hardware obtained through the HaaS Program requires continuous coverage by either continuing to pay the annual fee as required under a three (3) year commitment term or renewing the HaaS Program SKU used to obtain them at least (30) days prior to their expiration. Any lapse in coverage renders all Nozomi Networks hardware and accessories obtained through a HaaS Program SKU ineligible to receive benefits under the HaaS program, including hardware and software support, and hardware and/or accessories replacement, as well as benefits not offered under the HaaS Program including software updates, access to Vantage, and Nozomi Networks software licensing for all hardware obtained under the HaaS Program. In such an event, Nozomi Networks will neither support any hardware, nor replace any such broken, malfunctioning, or otherwise inoperable Nozomi Networks hardware and/or accessories. Customers may not renew their existing HaaS by downgrading to a smaller capacity HaaS Program SKU. However, an upgrade to a higher capacity HaaS Program may be used to secure a renewal, provided that such upgrade is sufficient to cover the existing install base and the new or upgraded install base.
• Except in the event of an RMA, HaaS does not allow for replacement of delivered Nozomi Networks hardware and/or accessories.
• In the event of an RMA, customers must remove all Nozomi Networks accessories from the Nozomi Networks hardware, follow the standard RMA procedure (which may result in directions to dispose of the hardware), and install the same Nozomi Networks accessories on the replacement hardware sent by Nozomi Networks.
• All additional HaaS token SKUs will be “co-termed” with the existing HaaS Program SKU for the same customer or the accompanying HaaS SKU on the same quote/order
• Nozomi Networks will only start the order fulfillment process once the customer submits a complete and correct Hardware Order Form to Nozomi Networks (see Figure 1 for an illustrative example of the Nozomi Networks HaaS Hardware Order Form).
• Nozomi Networks will send a confirmation to the customer stating that a complete and correct Hardware Order Form has been received and accepted by Nozomi Networks.
• Incomplete Hardware Order Forms will be rejected, and the submitter will be requested to fill out the forms completely.
• Correct hardware fulfillment is defined as the adherence to the items listed in the accepted Hardware Order Form.
• Customers are responsible for submitting all the correct and accurate information necessary as requested by the Hardware Order Form.
• Customers purchasing 1-year and 3-year term duration, with no contractual obligation, and no 3-year minimum contract duration commitment must pay the complete cost of the HaaS Program SKUs purchase upfront. Whereas, a customer purchasing yearly subscription SKUs (yearly subscription, with contractual obligation, and 3-year minimum contract duration commitment) must only cover the cost of 1 year of the yearly subscription for the HaaS Program SKUs they are purchasing upfront.
• Expired HaaS Program SKUs cannot be expanded upon. Expired Program HaaS SKUs must be renewed before any additional Expired HaaS Program SKUs are added. Nozomi Networks will “Co-term” new and renewal SKUs for ease of management and planning by customers.
• Nozomi Networks hardware and/or accessories obtained through the HaaS Program can only be licensed through a Nozomi Networks Vantage license. Nozomi Networks Vantage licenses sold separately.
• Nozomi Networks will always aim to minimize the impact of any market price increases to the customer. However, Nozomi Networks list prices for the HaaS Program SKUs may change from time to time. Such price changes may occur at any time without prior notice to HaaS Program participants. Customers wishing to mitigate/minimize the impact of any yearly price increases may purchase a multi-year term for all their desired HaaS Program SKUs.
• Customers agree to adhere to these Terms and Conditions by purchasing any HaaS Program SKUs and HaaS token SKUs.
• Customers participating in the HaaS Program using the yearly subscription SKUs must commit to purchase a minimum of not less than three (3) years (billed annually). The HaaS Program yearly subscription may not be terminated prior to the expiration of the full three (3) year commitment. Any early termination will result in the inability to connect all Nozomi Networks hardware and/or accessories obtained through the HaaS Program to the Vantage solution for proper licensing/activation of the hardware, and the obligation to pay for the remaining term.
• Unless otherwise agreed to by all parties in an amendment to these guidelines or in a prior agreement between all parties, payment terms for the HaaS Program are Net 30.
• Co-terming of HaaS SKUs purchased at different times and/or with different term durations is not supported at this time. This will be covered in a future expansion of the HaaS Program.

Customer Responsibilities

The responsibilities of all HaaS Program customers are as follows:

• Authorized MSSP’s, SI’s, and VAR’s (“Partners”) providing a managed service to an end customer by leveraging the HaaS Program are allowed to purchase and use NNHT to purchase hardware and/or accessories to provide services to their direct end users. Nozomi Networks HaaS Program may not be utilized as part of a service bureau offering or other offering to downstream customers with whom a Partner does not have direct contractual relationship.
• Customers of the HaaS Program may not always be the end users of the Nozomi Networks hardware and/or accessories purchased with it.
• Partners and end users are subject to the stipulations stated herein.
• Customers own the hardware and accessories at all times and Nozomi Networks is not responsible for the hardware and/or accessories, except as set forth herein.
• Customers are responsible for each of the following:
• Removal and disposal of the non-functioning Nozomi Networks hardware and/or accessories, and installation, and restoring the new Nozomi Networks hardware and/or accessories anytime this is needed;
• Following all proper steps to understand the characteristics of their network and the needs of their environment prior to ordering Nozomi Networks hardware and/or accessories through filling out those details in full in the Hardware Order Form;
• Ordering Nozomi Networks hardware and/or accessories only once all necessary information about max network traffic, necessary form factors, power supply type, required certifications, and environmental conditions of the mounting location are clearly defined;
• Accuracy of their Hardware Order Form. No returns allowed.
• Identifying connectivity requirements beyond the built-in network ports on Nozomi Networks hardware. Customers must carefully choose what Nozomi Networks hardware and/or accessories they need on the Hardware Order Form, otherwise, the default Nozomi Networks accessories will be installed on all Nozomi Networks hardware prior to shipment.
• Filling out and submitting separate Hardware Order Forms for each site. Each Hardware Order Form must contain the shipping destination, the final destination site shipping address (in case of RMA) and shipping courier information.
• Providing shipping courier account information for all orders using the Hardware Order Form (see Figure 1 for an illustrative example of the Nozomi Networks HaaS Hardware Order Form)

Customer Entitlements

Customers participating in the HaaS Program will receive replacement Nozomi Networks hardware and/or accessories if/when any Nozomi Networks hardware and/or accessories obtained through the HaaS Program fail (excluding abuse or misuse, acts of God, or other circumstances not resulting from a material manufacturing defect) or reach EOL status and cannot be repaired and there is a current and valid HaaS Program term contract or yearly subscription in effect.

Vendor Responsibilities

The responsibilities of Nozomi Networks in relation to the HaaS Program are as follows:

• All orders shipped within the continental U.S.A. will abide by FOB Nozomi Networks’ facility shipping terms. All additional orders outside continental U.S.A. will follow Incoterms EXW 2020. Incoterms EXW 2020 details viewable at https://www.trade.gov.
• Nozomi Networks hardware and/or accessories RMAs will be processed in accordance with Nozomi Networks then current RMA policy (viewable at: https://www.nozominetworks.com/legal/rma-procedures-and-policies/), and fulfilled using Nozomi Networks hardware and/or accessories models matching those being replaced or using Nozomi Networks hardware and/or accessories specifically identified by Nozomi Networks as the successor of the Nozomi Networks hardware and/or accessories being replaced.
• During the HaaS Program subscription term, Nozomi Networks will always provide customers with replacement Nozomi Networks hardware and/or accessories that are capable of being replaced.
• Nozomi Networks is responsible for:
• Shipping costs associated with RMA returns as per its then current RMA Policy (referenced above).
• Maintenance and Support, and repairs for the Nozomi Networks hardware and/or accessories obtained through the HaaS Program and while there is a current and valid HaaS Program contract in effect.
• Repairing hardware associated with a valid and current HaaS Program subscription.
• Nozomi Networks hardware and/or accessories replacements due to defects and failures associated with such defects. Any failures due to misuse, abuse, or electrical surge are excluded.
• Replacing Nozomi Networks hardware and/or accessories that reach End-Of-Life status using Nozomi Networks hardware and/or accessories models matching those being replaced “like-for-like” or using new Nozomi Networks hardware and/or accessories specifically identified by Nozomi Networks as the successor of the Nozomi Networks hardware and/or accessories being replaced.

Nozomi Networks Hardware and/or Accessories Included in the HaaS Program

Customers of the HaaS Program will receive NNHT with their purchase of any HaaS Program SKU. Customers can purchase Nozomi Networks hardware and/or accessories using these NNHT (“tokens”). Table 1 and Table 2 identify the Nozomi Networks hardware and/or accessories included in the HaaS Program. These are the Nozomi Networks hardware and/or accessories that customers can exchange and/or apply their NNHT towards for purchase. Nozomi Networks hardware and/or accessories may be added and/or removed from the HaaS Program at the sole discretion of Nozomi Networks and without prior notice to HaaS Program participants. All Nozomi Networks hardware and/or accessories are shipped in accordance with the Hardware Order Form. Network connectivity requirements for each customer site must be defined and entered in the Hardware Order Form for each site. If the customer needs help defining their site’s network connectivity requirements and/or completing the Hardware Order Form, they should notify their Nozomi Networks Account Manager or Channel Partner.