Zero Trust Branch Device

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:

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.  Customer agrees that Zscaler may perform any maintenance or make any alterations, updates, enhancements, additions, or improvements to the Device at any time 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 or permit any third party to (i) load any other software onto the Device; (ii) physically alter, temper 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.  Zscaler will cover all costs of shipping, duties, and taxes related to the Device.  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.  The technical representative shall at least have a general understanding of Customer’s platform and the Device.  The technical representative will have physical access or be able to authorize and provide physical access to the Device as requested by Zscaler.  Both parties shall determine how many technical representatives should be appointed based on factors such as the number and complexity of the Devices being deployed, and the quantity of licenses being supported.  The technical representative(s) 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.  Customer must further ensure that Zscaler is at all times provided remote connectivity access to each Device in Customer’s possession or control.

1.2.2 Installation and Operation.  Customer agrees that it will maintain the number of Devices recommended by Zscaler per installation location.  Customer shall ensure that:  (i) Zscaler has network access in order to service, manage, and maintain the Device; (ii) the Device is installed and operated according to applicable Zscaler specifications and recommendations that have been provided to Customer; (iii) a continuous, uninterrupted and suitable power supply is utilized and temperature, humidity and other environmental conditions recommended by Zscaler have been implemented and reasonably maintained; (iv) suitable surge protection devices have been implemented; (v) the Device are connected to the Internet through no less than two (2) discrete Internet providers with redundant Internet service capabilities; (vi) no other equipment or software that may have an adverse impact on the Device are introduced; (vii) 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; (viii) 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, (ix) it does not move the Device from one physical location to another without prior approval from Zscaler, (x) 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, (xi) it connects to the appropriate network resources recommended by Zscaler and provides associated IP address requirements necessary to run the SaaS; and (xii) 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 continues to increase, it may be necessary to add additional Device to some or all Customer installation locations.  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, including remote upgrades of software, in accordance with Zscaler’s standard release and maintenance practices.

(c) Repair.  In the event that Zscaler decides, in its sole discretion, to repair any Device that has become defective, Zscaler will use commercially reasonable efforts to repair the defective Device.  Customer shall arrange return shipment of the defective Device with Zscaler within 72 hours of notification by Zscaler, unless mutually agreed otherwise by the parties. 

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 then ship a replacement Device to Customer. In most parts of the world, Zscaler will endeavor to ship the replacement Device within three (3) business days to the Customer, but in certain regions, such as the Middle East and certain parts of Eastern Europe and Asia, the shipment may take up to six (6) weeks depending on Customer’s location.  Upon termination or expiration of the applicable Subscription Term for the Device, Customer shall work with Zscaler to arrange the return shipment of the Device, at Zscaler’s expense, no later than three (3) weeks from the effective date of termination or expiration. Failure to do so by Customer will give Zscaler the right to retain a contractor to remove the Device from Customer’s premises.

(b) 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) Device 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.