Zero Trust Branch

If a Customer’s order includes a subscription to the Zero Trust Branch Device (“Device”) then the following terms and conditions shall also apply with respect to such Device:

Hardware

1.1 Rights, Restrictions and Delivery.

1.1.1 Rights.  

Zscaler shall permit Customer to install at Customer’s premises or a data center selected by Customer one or more Devices and to utilize such Devices solely to enable the SaaS.  Zscaler retains the right to provide updates to the Device image by pushing them to the Customer's tenant. Zscaler will independently update cloud components as needed to maintain service availability and performance. Such updates occur at Zscaler's sole discretion. Customer will not permit any third party other than Zscaler or Zscaler authorized agents to access or service any Device without prior explicit consent by Zscaler.

1.1.2 Restrictions.  

Customer agrees to use the Device only in accordance with instructions provided by Zscaler.  Customer agrees not to permit any third party to: (i) load any other software onto the Device; (ii) physically alter, tamper with, or otherwise modify the Device; or (iii) grant any third-party access to or use of the Device, or any portion thereof, whether on a service bureau, timesharing, subscription service, rental, or application service provider basis or otherwise.  Customer shall not, without Zscaler’s consent, make any alterations, updates, enhancements, additions, or improvements to the Device.  Notwithstanding the preceding, Zscaler may ask Customer to perform reboots, hardware swaps, etc. on the Device at Zscaler’s instruction.

1.1.3 Delivery.  

Each Device shall be suitably packed for shipment and shipped to Customer’s delivery destination address specified in the applicable Order.  Customer agrees to provide a local point of contact to receive the delivery and assist Zscaler with any (i) applicable customs clearance processing related to international shipments, and (ii) any specific requirements for delivery to Customer’s premises.  Customer further agrees that any reasonable costs incurred by Zscaler for storage, shipment return, or other items due to Customer’s unresponsiveness or lack of support in providing a successful delivery shall be paid or reimbursed by Customer.

1.2 Customer Obligations.

1.2.1 Customer Representative.  

Customer shall appoint at least one technical representative who will be fully trained, at Customer’s expense, and qualified to maintain the integrity of the Device at Customer’s installation location. This training will include general familiarity with the Device’s specifications and basic operational procedures outlined in Zscaler Documentation. Zscaler does not mandate formal certification but recommends that the technical representative have a background as a “Network Specialist” or equivalent role. The technical representative must have a general understanding of Customer’s platform and network environment, ensuring they can effectively work with Zscaler.  The technical representative will have physical access or be able to authorize and provide physical access to the Device and have  the ability to authorize Zscaler or its authorized agents to access the Device as needed. The technical representative shall handle all technical communications from Customer to Zscaler. Customer must ensure that Zscaler is provided 24x7 access to Customer personnel that have the authority and ability to support Zscaler, if required. Zscaler and Customer will mutually agree on predefined availability windows or processes for instances requiring urgent access outside normal operational hours. Customer shall provide remote connectivity access to each Device in Customer’s possession or control, subject to agreed-upon remote access and incident management procedures, particularly for environments with stringent access restriction. 

1.2.2 Installation and Operation. 

Customer shall maintain a sufficient number of Devices as recommended by Zscaler based on factors such as traffic volume and deployment scale. Customer shall ensure that:  (i) Zscaler has network access in order to service, manage, and maintain the Device; (ii) the Device is installed in accordance with Zscaler’s specifications for environmental conditions (e.g., temperature, humidity) that have been provided to Customer; (iii) a suitable power supply is utilized as recommended by Zscaler and reasonably maintained; (iv) no other equipment or software that may have an adverse impact on the Device are introduced; (v) no repair attempts or other changes are made by Customer or any third party to any Device, other than with the express approval of Zscaler; (vi) it does not mishandle, neglect, abuse, vandalize, drop, jolt, damage by fire, lighting or water (especially including damage caused by spilled beverages), or otherwise subject the Device to unusual physical stress beyond Zscaler’s specified operating capabilities; (vii) it configures its firewall to control access to the Zscaler SaaS being accessed on the Device, and that its firewall rules are compliant with the Documentation; (viii) it connects to the appropriate network resources recommended by Zscaler and provides associated IP address requirements necessary to run the SaaS; and (ix) it performs replacement of Device parts or the entire Device at Zscaler’s instruction and accepts shipments from Zscaler of parts associated with such replacement.

1.2.3 Additional Device.  

As Customer’s Internet traffic increases and exceeds the performance capabilities of the deployed Device, it may become necessary to obtain a larger Device(s) to accommodate increased traffic, ensure service availability, and maintain performance standards. Zscaler will provide threshold guidelines based on Device specifications, including maximum throughput and unauthenticated device count, as documented. Accordingly, Customer’s technical representative will make all necessary arrangements in order to accommodate the additional Device within thirty (30) days of notification by Zscaler, unless otherwise agreed to in writing by the parties.

1.3 Maintenance Services.

1.3.1 Maintenance Services.  

Subject to the payment of applicable Fees, Customer shall receive maintenance services from Zscaler in accordance with the terms and conditions herein, which shall include the following:

(a) Hardware and Software.  Zscaler will provide to Customer the required hardware and software for initial installation of the Device at the Customer’s designated site(s).

(b) Remote Management. Zscaler will conduct periodic remote management of the Device, which may include device monitoring, diagnostics, and the application of updates, including software upgrades. These updates will be performed in accordance with Zscaler’s standard release and maintenance practices. 

(c) Repair.  In the event that Zscaler determines, at its sole discretion, that a Device has become defective, Zscaler will use commercially reasonable efforts to minimize service interruption, including:

1. Advance Device Replacement: Wherever possible, Zscaler will provide a replacement Device to the Customer before requiring the return of the defective Device. The replacement Device will be shipped at no cost to the Customer, and upon receipt, the Customer must return the defective Device to Zscaler within 30 calendar days of receiving the replacement, unless otherwise mutually agreed. Customer will, if possible, prepare the defective Device for pick up by the carrier service delivering the replacement Device.
2. Temporary Redundancy Measures: Where Device redundancy exists, Zscaler will recommend best practices to ensure service continuity while awaiting repair or replacement.
3. Standard Repair Process: If advance replacement is not possible, Zscaler will coordinate with the Customer to minimize downtime during the repair and replacement process.

1.3.2 Return and Replacement

(a) Return.  In the event of hardware failure, Customer will be required to validate and troubleshoot the hardware failure.  If Zscaler validates a reported hardware failure, Customer may return the Device to Zscaler at Zscaler’s expense. Zscaler will provide a unique RMA number assigned to the return case.  Zscaler will then ship a replacement Device from its stocking location within one (1) to three (3) business days in most parts of the world. Delivery times to Customer’s location will vary based on geographic proximity to Zscaler’s stocking locations. Shipping and transit times may be delayed by special license or permit requirements, customs clearance, regulatory compliance, flight delays, weather, denied parties, or export restrictions. 

(b) Return After Subscription Termination. Following the termination or expiration of the applicable Subscription Term, the Customer agrees to coordinate the return shipment of the Device to Zscaler at Zscaler’s expense within three (3) weeks of termination or expiration. If the Device is not returned within the agreed timeframe, Zscaler will require further negotiation with the Customer to determine retrieval actions and responsibilities.

(c) Replacement and Upgrades.  During the applicable Subscription Term, Zscaler will provide replacement part(s) to Customer, so long as all Fees for the applicable SaaS have been paid to Zscaler.  From time to time, Zscaler may require Customer to update or replace hardware or other elements of the Device to enhance or maintain the performance of the SaaS.  In such instances, Zscaler may supply Customer with updated parts or software at no additional cost.

1.3.3 Exclusions.  

Zscaler shall have no obligation to repair, replace, or support any (i) third party devices (whether hardware, software, cabling, or otherwise) not provided by Zscaler, or any issues with the Device that may be caused by such third party devices; (ii) Devices that have been modified by someone other than Zscaler personnel or Zscaler-authorized contractors; (iii) Device damaged by fire, power surge, or other events beyond Zscaler’s or Customer's reasonable control; (iv) problems caused by the use of Device in an environment other than that for which it was designed, as specified in the Documentation; or (v) any Device obtained from any party other than Zscaler or authorized Zscaler partner.

1.4 Disclaimer.  

ZSCALER SHALL NOT BE LIABLE FOR ANY CLAIMS OR DAMAGES, INCLUDING BUT NOT LIMITED TO DEGRADATION OR INTERRUPTION OF THE SAAS, RESULTING FROM CUSTOMER'S FAILURE TO COMPLY WITH THE ABOVE REQUIREMENTS, AND SUCH FAILURE SHALL RESULT IN THE INVALIDATION OF ANY AND ALL RELATED SERVICE LEVEL AGREEMENTS AND SERVICE CREDITS FOR THE APPLICABLE SAAS.