Effective May 25, 2018 (view current version | view archives)

1. Scope

This Addendum supplements and forms a part of the ZeroFOX for Business Master Customer Agreement (or other electronic agreement or mutually executed written agreement) (the “MCA”), and associated written Order(s), between ZeroFOX, Inc., a Delaware (USA) corporation (“ZeroFOX”), and the applicable ZeroFOX for Business customer (“Customer”).  In the event of any conflict between the provisions of this Addendum and the MCA, the applicable provision of the MCA shall control.  Capitalized terms used, but not defined in, this Addendum have the meaning assigned to them in the MCA.

2. Background

As described in this Addendum, ZeroFOX makes certain support and managed security services available for purchase by those of its business customers that have purchased subscriptions to ZeroFOX’s cloud-hosted social media and digital risk protection software-as-a-service (“Subscription Services”).  In addition, ZeroFOX offers certain uptime commitments to business customers.  For clarity, this Addendum does not apply to ZeroFOX for Everyone users or their agreements.

3. Support

3.1. Customer will be eligible for an initial consultation with the ZeroFOX launch team, account setup assistance and ongoing assistance configuring the Subscription Services.  In addition to access to self-help resources, Customer can request support online (support.zerofox.com), by phone (1-855-ZFOXSPT) and by email (support@zerofox.com).  Support will be provided in English from 8 AM to 8 PM Eastern Time, Monday through Friday, excluding U.S. holidays, unless Customer has purchased expanded 24 x 7 x 365 enterprise support under its Order.

3.2. ZeroFOX classifies support requests according to the following priority levels:

(a) P1: Subscription Services are totally or substantially disrupted or a broad class of Authorized Users are deprived of essential features or functions of the Application Services.

(b) P2: one or more of the Subscription Services’ key features are partially or moderately disrupted or a small class of Authorized Users are materially impacted from utilizing one or more key features of the Subscription Services.

(c) P3: Any other case where the Subscription Services are not operating in accordance with ZeroFOX’s published user guide and the MCA.

(d) P4: requests for new features or functionality with respect to the Subscription Services.

3.3. Although response and resolution times are not guaranteed, ZeroFOX endeavors to handle support requests as follows:

 

Priority Initial response and acknowledgment Target fix or workaround date ZeroFOX-internal escalation Email status updates to Customer
P1 4 hours 1 business days Manager / VP: Immediately Every 8 hours
P2 8 hours 2 business days Manager: 1 business day / VP: 2 business days Daily
P3 2 business days 5 business days VP Product Management reviews bugs weekly Weekly
P4 2 business days At ZeroFOX discretion VP Product Management reviews feature requests weekly None

4. Managed Services

4.1. If purchased under its Order, Customer will be eligible for managed security services provided by ZeroFOX’s Customer Success team (“CS”) at the applicable plan level.  The plan levels are described below.  All plans include the ability to submit and track support cases.

(a) Basic: CS will provide launch and implementation services and monitor critical alerts for one entity.

(b) Silver: CS will provide launch and implementation services and monitor alerts for up to 10 entities.  Customer will also be eligible for an annual health check, annual business review, and weekly and monthly activity reports.

(c) Gold: CS will provide launch and implementation services and monitor alerts for up to 50 entities.  Customer will also be eligible for an annual health check, annual business review, weekly and monthly activity reports, and platform optimization services.

(d) Platinum: CS will provide launch and implementation services and monitor alerts for up to 250 entities.  Customer will also be eligible for semiannual health checks, semiannual business reviews, weekly and monthly activity reports, and platform optimization services.

(e) Dedicated: CS will provide launch and implementation services and monitor alerts for an unlimited number of entities.  Customer will also be eligible for a quarterly health checks, quarterly business reviews, weekly and monthly activity reports, and platform optimization services. Customer will be assigned a dedicated CS contact.

5. Subscription Services Availability

5.1. ZeroFOX commits to make the Subscription Services Available, as measured by ZeroFOX over the course of each calendar month during the term of an Order, at least 99.0% of the time, exclusive of any time the Subscription Services are not Available as a result of one or more Availability Exceptions (the “Availability Requirement”).  “Available” means the Subscription Services are available for access and use by Customer and its Authorized Users over the internet.

5.2. As used in this Addendum, the term “Availability Exceptions” means:  (a) Customer’s or any of its Authorized Users’ use of the Subscription Services other than in accordance with the MCA, Order(s) and ZeroFOX’s published user guide; (b) failures of Customer’s or Authorized Users’ hardware, systems, connectivity or software; and (c) downtime for scheduled maintenance between the hours of 11:00 PM and 1:00 AM Eastern Time on any Saturday-to-Sunday or for emergency maintenance.  ZeroFOX will provide notice to Customer of any scheduled maintenance expected to last more than two hours at least seven days in advance, and will use reasonable efforts to notify Customer at least 24 hours in advance of emergency maintenance.  Notifications under this section may be provided through the Subscription Services or by email to Authorized Users.

5.3. If the actual Availability of the Subscription Services is less than the Availability Requirement for a covered calendar month, subject to this Section 5.3, Customer will be eligible to receive a service credit of 5% of the Customer’s fees paid to ZeroFOX for the Subscription Services that are attributable to such month (calculated on a pro-rated basis with respect to fees paid in advance) (“Credits”).  Customer must submit any claim for Credits to ZeroFOX customer support using the contact information in Section 3.1 within five business days from the end of the month in which the Availability Requirement was not met.  Credits have no monetary or cash value, are not transferable, and can only be used to offset Customer’s subsequent payments of fees for Subscription Services.  Credits will expire, and no longer be redeemable, 12 months from the date the Credits were issued.

5.4. If the actual Availability of the Subscription Services is less than the Availability Requirement in any three consecutive months, or three months in any rolling 12-month period, Customer may terminate the applicable Order on written notice to ZeroFOX.  In the event of such termination, any Credits will expire and ZeroFOX will refund to Customer a pro rata share of any unused amounts prepaid by Customer under the applicable Order for the Subscription Service on the basis of the remaining portion of the current Order term.

6. Expectations

Customer agrees to provide ZeroFOX with reasonable information and assistance to facilitate ZeroFOX’s performance of any services under this Addendum.