We have updated our Master Service Agreement. If you are a new Customer, then this Master Service Agreement will be effective as of January 1, 2019. If you are an existing Customer, please note that this constitutes a notice of change and that this updated Master Service Agreement shall be applied to your Cato Networks Service upon any renewal, upgrade, or additional Services purchased after January 1, 2019.
IMPORTANT INFORMATION – PLEASE READ THIS CATO SOLUTIONS’ MASTER SERVICE AGREEMENT (“MSA” OR “AGREEMENT”) CAREFULLY BEFORE OPENING YOUR ACCOUNT AND/OR BEFORE DOWNLOADING OR INSTALLING THE SOLUTIONS (DEFINED BELOW). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS WHICH GOVERN YOUR (“YOU” OR “CUSTOMER“), ACCESS TO AND USE OF CATO’S SOLUTIONS AND CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND CATO. BY CREATING AN ACCOUNT WITH CATO AND/OR USING THE SOLUTIONS (IN WHOLE OR IN PART) IN ANY WAY OR MANNER, YOU AGREE THAT YOU ARE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU SHOULD NOT OPEN AN ACCOUNT WITH CATO AND IMMEDIATELY AVOID THE USE OF THE SOLUTIONS AND RETURN THEM TO CATO.
Cato and Customer hereby agree as follows:
shall mean and include any entity or association controlled by, controlling or under common control of a party hereto. For purposes of this definition, the term “control” shall mean the power to manage or direct the affairs of the person or entity in question, whether by ownership of voting securities, by contract or otherwise.
1.2. “Authorized User”
means any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Service and who has been supplied with access to the Service by either Customer or Cato, at Customer’s written request.
1.3. “Cato’s Network”
shall mean the network inside of Cato border routers;
shall mean any of the following Cato entities identified in the Order:
|Cato Contracting Party||Mailing Address|
|Cato Networks Inc.||3031 Tisch Way, 110 Plaza West
San Jose, California, 95128
|Cato Networks (Singapore) Pte. Ltd||116 Changi Road, #03-09, WIS @ Changi,
|Cato Networks (UK) Limited||Mocatta House, Trafalgar Terrace
Brighton BN1 4DU, United Kingdom
|Cato Networks Ltd.||Derech Menachem Begin 121,
Tel Aviv, Israel
1.5. “Confidential Information”
shall mean all information (however recorded, preserved or disclosed) disclosed by one party (the “Disclosing Party”) or its employees, officers or representatives (together, the “Representatives”) to the other party (the “Recipient”) and that party’s Representatives:
(a) in connection with the Service or Solutions;
(b) the existence and terms of this MSA and the Order;
(c) any information that would be regarded as confidential by a reasonable business person relating to the business, affairs, customers, clients, suppliers, plans, intentions, specifications, formulas, prototypes, computer programs (source and/or object code) and any and all records, data, ideas, methods, techniques, processes and projections, plans, marketing information, materials, financial statements, memoranda, analyses, notes, legal documents and other data, documents and information (in whatever form), as well as improvements, patents (whether pending or duly registered) and any know-how related thereto, relating to the Disclosing Party and information learned by the Receiving Party from the Disclosing Party through the inspection of the Disclosing Party’s property (including notes, analyses or other documents prepared by, or on behalf of, the receiving party which contain the information furnished to the receiving party pursuant hereto), that relates to Disclosing Party’s products, designs, business plans, business opportunities, finances, research, development, know-how, personnel, or market opportunities of the Disclosing Party or of any Affiliate of the Disclosing Party and the operations, processes, product information, know-how, designs, trade secrets or software of the Disclosing Party or of any Affiliate of the Disclosing Party;
but not including any information that:
(a) is or becomes generally available to the public other than as a result of its disclosure by the Recipient or its Representatives in breach of this agreement or of any other undertaking of confidentiality addressed to the party to whom the information relates; or
(b) was lawfully in the possession of the Recipient before the information was disclosed to it by the Disclosing Party; or
(c) the parties agree in writing is not confidential or may be disclosed.
In addition to the above and for the avoidance of doubt “Confidential Information” of Cato shall include but not be limited to, all information and know-how in respect of the Solutions and/or that are transferred to, or disclosed to Customer.
1.6. “Customer Data”
shall mean any information provided by Customer for data processing via Cato Services, as further defined in Cato’s Data Processing and Privacy Agreement available at: https://www.catonetworks.com/cato-networks-data-processing-and-privacy-agreement/
1.7. “Force Majeure Event”
shall mean: (a) fire, flood, earthquake, elements of nature or act of God; (b) riot, civil disorder, rebellion or revolution; or (c) other matters outside of the reasonable control of Cato.
shall mean all hardware sockets delivered to Customer by Cato and/or its approved distributors or resellers pursuant to this MSA, if any.
1.9. “Intellectual Property Rights”
shall mean any and all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) trademarks, trade names, service marks, logos, trade dress, goodwill and domains (“Trademarks“); (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
1.10. “Order” or “Order Form”
shall mean any of Cato’s service order forms, or the service order forms of its authorized resellers or distributors, with respect to subscription of the Service. The term “Order” also includes any applicable renewal, upgrade or upsell you make to increase or upgrade your Scope of Use (as hereinafter defined).
shall mean (i) the Cato proprietary software as a service (SaaS), known as the Cato Cloud, (ii) any software and/or services that are delivered to Customer by Cato or its distributors or resellers or any software that is provided with the Hardware; (iii) all revisions, corrections, modifications, enhancements, improvements and/or updates and upgrades to the foregoing, and (iv) all related documentation included in the package and/or placed on Cato’s World Wide Web site.
shall mean the Service and Hardware.
1.13. “Subscription Term”
shall mean the term of the Service subscribed for under this MSA that shall commence as of the start date set forth in the applicable Order Form, and shall continue for the length of time referenced in the applicable Order Form, unless earlier terminated in accordance with the terms of this MSA.
- SUBSCRIPTION SERVICE
2.1. Subject to the terms and conditions of this Agreement (including payment of all applicable subscription fees) and during the Subscription Term, Cato shall make the Service available to Customer to be used by Customer’s and its Affiliates’ users solely for internal use of Customer or such Affiliate (as the case may be) during the Subscription Term. For this purpose Cato will enable an account for Customer to access the Service (“Account”).
2.2. The terms of this Agreement apply to the Services as well as to the Hardware, updates, and upgrades subsequently provided by Cato or its distributors or resellers to Customer for Cato Cato shall host the Service and may update the functionality, user interface, usability and other user documentation, training and educational information of, relating to the Service, from time to time, in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve the Service and customers’ use of the Service.
3.1. The Order Form is non-cancellable and shall be subject to the terms and conditions of this MSA. For any Order Form submitted by or on behalf of Customer’s Affiliate, the term “Customer” shall refer to Customer and such Affiliate(s).
3.2.Your Order will specify your authorized scope of use for the Services, which may include: (a) the bandwidth volume per site; (b)the number of mobile users; and (c) other restrictions (as applicable, the “Scope of Use”).
3.3.This Agreement applies whether you subscribe for the Services directly from Cato or through Cato’s authorized resellers or distributors (each, a “Partner”). Your Scope of Use shall be as stated in the Order placed by the Partner for you, and the Partner is responsible for the accuracy of any such Partners are not authorized to make any promises or commitments on Cato’s behalf, and Cato is not bound by any obligations to you other than what Cato has explicitly agreed to in this Agreement.
4. TRUE UP
During the Subscription Term, Customer cannot exceed its Scope of Use, as such Scope of Use was defined in the original Order Form, and Cato shall be committed to provide only the purchased Scope of Use per site. Should for any reason Customer’s needs exceed this Scope of Use, additional Scope of Use must be purchased for the remainder of the applicable Subscription Term. It is hereby agreed and acknowledged that should Customer attempt to exceed the bandwidth volume per site and/or the number of mobile users, as such capacity was defined in the applicable Order Form, Customer shall not be granted the additional capacity and shall not be charged for any additional capacity unless Customer agrees to purchase such additional capacity.
5. CUSTOMER OBLIGATIONS AND LIMITATIONS
5.1. Customer will designate a specific person or persons authorized by Customer to manage and support the Account, including the creation of usernames and passwords for Authorized Users. Customer is solely responsible for maintaining the status of its Authorized Users and for all the activity of such Authorized Users and their use of the Account. Customer and its Authorized Users will maintain the confidentiality of all usernames, passwords, access, and account information under their control. Except to the extent caused by Cato’s breach of this Agreement, including its obligations under Section 9 (Confidential Information), Cato is not responsible for unauthorized access to the Account. Customer will contact Cato promptly if (i) Account information is lost, stolen, or disclosed to an unauthorized person; (ii) Customer reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of account information; or (iii) any other breach of security in relation to its passwords, usernames, access information, or Cato’s Service that may have occurred or is reasonably likely to occur
5.2. Customer shall not (and shall not allow any third party to) (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Solutions or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, copy, display, disassemble, decompile, reverse engineer, revise or enhance or republish or create any derivative works or otherwise merge or utilize all or any part of the Solutions with or into any third party materials or components or attempt to access or discover the Service’s source code; (iii) place the Service onto a server so that it is accessible via a public network or use the Service for timesharing or for service bureau purposes; (iv) ship, transfer, or export the Solution or any component thereof or use the Solution in any manner prohibited by law, including without limitation to, sell, distribute, export or download Solutions: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority. Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (v) contest Cato’s Intellectual Property Rights to the Cato IPR; (vi) use the Service that is installed on or embedded or included in any Hardware on any server or hardware other than the Hardware as delivered by Cato or its Partner; (vii) remove or add any labels, notices or logos to the Solutions, (viii) perform any act or be responsible to any omission that is illegal or in Cato’s discretion jeopardizes, destabilizes, interrupts or encumbers the Solutions and/or Cato’s Network or their servers and/or has a detrimental impact on Cato and/or Cato IPR and/or Cato’s Network; (ix) transmit or upload any spam, viruses, spyware or other harmful, infringing, obscene, threatening, libelous, illegal, disruptive or destructive content, messages or files; (x) use the Solution to access blocked services in violation of any applicable laws and/or regulations (xi) upload to the Solution or use the Solution to send or store worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (xii) access any Solution and/or its servers through or use with the Solutions any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Solutions; (xiii) interfere with or disrupt the integrity or performance of the Solution and/or Cato’s Network or the data contained therein (xiv) use the Solution for any purpose other than as permitted by this Agreement; (xii) utilize the Solutions including without limitation, for any related point of presence, servers and network, in any way which will result in the violation or circumvention of any applicable laws or regulations including, without limitation, those enforcing censorship, privacy, government authority restrictions or other; (xvi) directly or indirectly conduct any penetration testing (including to users’ systems, network and/or servers) through or using the Solutions and/or their respective connectivity or networks; (xvii) use the Solutions in a manner that does not comply with any restrictions and limitations set forth in the Order Form (including number of sites, users, and bandwidth volume, and device limitations set forth therein); or (xiii) Abuse the Solution in any way. “Abuse” shall mean and include any of the prohibited activity outlined in this section 5.2, including without limitation, violation or bad activity which is triggered by any device(s) connected to the Customer Account, including copyright infringement (e.g. host accesses pirated content via BitTorrent), email spamming (e.g. host connects to external SMTP servers and send spam emails) and network scanning (e.g. host scans external servers on the internet at large scale). Whether an Abuse occurred or not, shall reside with Cato’s sole discretion. Upon such resolution by Cato, that an Abuse has occurred, Cato shall notify accordingly to Customer to cease the Abuse immediately. Cato shall have the sole discretion to decide whether or not to suspend or block the Customer Account. Cato shall use such remedy if and when such Abuse represents an imminent threat to the Cato’s Network or if so directed by a court of competent authority. In such cases Cato will: (i) suspend the Account only to the extent reasonably necessary to prevent any harm to Cato’s Network; (ii) use its reasonable efforts to promptly contact Customer and give Customer the opportunity to promptly change the configuration of its server(s) accordingly and/or work with Customer to promptly resolve the issues causing the suspension of the Account; and (iii) reinstate any suspended part of the Account immediately after any issue as above-mentioned has been resolved.
5.3. Customer is solely responsible for acquiring and maintaining all of the hardware, software and services necessary to access and make use of the Solutions, including without limitation paying all fees and other costs related to internet access. Customer shall use the Solutions in accordance with the Cato’s Solution documentation as provided by Cato, and as may be updated form time to time, and in compliance with the applicable operating instructions and all applicable laws and regulations and for no purpose other than as specifically authorized in the Solution documentation, including without limitation, Customer shall not use the Solution for the purpose of circumvention of government censorship, laws or regulations.
6.1. Notwithstanding any other provision to the contrary, all Confidential Information, Trademarks, Feedback (as defined below) and the Solutions, including without limitation all Service and Hardware and all improvements, enhancements and derivatives thereof and all Intellectual Property Rights thereto (“Cato IPR“) are exclusively owned by Cato and/or its licensors. This MSA does not convey to the Customer any right, title or interest in the Cato IPR.
6.2. Feedback from Customer regarding the Solutions and Services, their use or any suggested improvements, enhancements or derivatives (“Feedback”) is welcomed by Cato. Customer is not required to provide Feedback, however, to the extent that it does so, such Feedback shall not constitute Customer’s Confidential Information and Customer acknowledges that Cato may use such Feedback in any manner Cato sees fit, without payment of royalty or any other consideration.
7. PAYMENT AND TAXES
7.1. You agree to pay all fees in accordance with each Order. Unless otherwise specified on your Order, you will pay all amounts in U.S. dollars at the time you place your Order, in accordance with the payment terms set forth in the All amounts are non-refundable, non-cancelable and non-creditable.
7.2. Any fees are exclusive of any shipping costs.
7.3. Any fees and other charges payable under this MSA are exclusive of, levies, duties, taxes, including without limitation, withholding taxes, which shall be payable by the Customer without reduction of amounts owed to Cato, at the rate and in the manner prescribed by applicable Should Cato be required to pay withholding tax, or should Customer be required under any law or regulation of any governmental entity or authority, to withhold or deduct any portion of the payments due to Cato, Customer will promptly notify Cato and then the sum payable to Cato shall be increased by the amount necessary to yield to Cato an amount equal to the sum it would have received had no withholdings or deductions been made and Customer will provide Cato with the official receipt of payment of such taxes to the appropriate taxing authority.
8. SUPPORT SERVICES
Subject to Customer’s compliance with the terms of this MSA (including payment in full of all applicable fees), Cato shall make reasonable efforts to provide the Services at the levels set forth in the Schedule 1 attached hereto (“SLA“).
9. CONFIDENTIAL INFORMATION
9.1. The Solutions contain valuable trade secrets of Cato and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Cato. The parties will comply with the obligations set forth in this clause 9. The parties accordingly undertake to retain in confidence and to require their employees to retain in confidence the Confidential Information of the other party. Customer expressly undertakes to:
(i) limit dissemination of the Confidential Information solely to its employees who have a need to know and who are bound by obligations and restrictions as to confidentiality and Intellectual Property Rights no less restrictive on said employees and no less protective of Cato IPR and the Confidential Information than the terms hereof;
(ii) not to disclose the Confidential Information to any third party; and
(iii) not use the Confidential Information for any purpose other than as explicitly permitted herein.
9.2. Notwithstanding the above provision of clause 9, a party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally obliged and required to do so:
(i) it gives the other party as much notice of this disclosure as possible;
(ii) discloses only that portion of the Confidential Information legally required; and
(iii) where notice of disclosure is not prohibited by law, and is given in accordance with this clause 9, it takes into account the reasonable requests of the other party in relation to the content of this disclosure.
10. TERM AND TERMINATION.
10.1.Renewal Term. At the end of the then-current Subscription Term, each subscription to a Service will automatically renew for an additional one-year period (a “Renewal Subscription Term”) unless either party provides written notice of non-renewal to the other party at least 30 days before the expiration date of the then-current Subscription Term or Renewal Subscription Term. Customers should submit notice of non-renewal or termination to firstname.lastname@example.org, in addition to any notice that may be required under the Order with the Partner, in the event Customer had subscribed for the Services through a Partner.
10.2. Co-Term. Should any Order Form be submitted by Customer for additional Services or Hardware (an “Additional Order”) during any existing Subscription Term or Renewal Subscription Term, the initial Subscription Term of such Additional Order shall be pro-rated to concur with the existing Subscription Term or Renewal Subscription Term so that the termination of all current Subscription Terms and all subsequent Renewal Subscription Terms shall coincide to take effect on the same date. Applicable fees shall be pro-rated in accordance with any pro-rated Subscription Term or Renewal Subscription Term.
10.3. Termination. Customer may terminate this MSA by sixty (60) days prior written notice to Cato if Cato is in material breach of the MSA and fails to cure the breach within the said notice period, in which case Customer will be entitled to receive a pro-rata refund of all pre-paid fees attributable to any period post termination, if any, as Customer’s sole and exclusive remedy. Cato may terminate this Agreement by notice to Customer: (i) upon Customer’s failure to comply with any of its obligations hereunder; (ii) immediately and without notice in the following events: (a) if Customer attempts to transfer or assign any of its rights, liabilities or obligations under this MSA contrary to the provisions of this MSA; (b) non-payment of the applicable fees to Cato (either by the Partner, or Customer in case where you directly place the Order upon Cato); (c) violation of any of the limitations set forth in Section 5 above; (d) Cato believes it is necessary to do so to comply with any law or an order, instruction or request of government, emergency services or other competent authority; or (e) a Force Majeure Event occurs which materially affects Cato’s ability to provide the Service.
10.4. Effects of Termination. Upon termination or expiration of this MSA: (i) Customer shall immediately pay all fees and payments, regardless of the due date of payment under this Agreement and the Order From, and (ii)Customer shall cease use of the Solutions and immediately return to Cato all Confidential Information and Cato IPR in any media and shall erase all copies of the Service. Notwithstanding the termination or expiration of this MSA, Sections 6, 9, 10.4, 11, 12, 13, and 14 shall survive and remain in effect in perpetuity.
11. LIMITATIONS OF LIABILITY
NEITHER CUSTOMER NOR CATO NOR CATO’S AFFILIATES, LICENSORS, SUPPLIERS, REPRESENTATIVES OR DISTRIBUTORS OR RESELLERS OR THEIR SHAREHOLDERS, MANAGERS, DIRECTORS, OFFICERS, AFFILIATES AND EMPLOYEES (“CATO AFFILIATE“) RESPECTIVELY BE LIABLE UNDER ANY LEGAL THEORY WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, LOSS OF DATA INCLUDING ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOLUTION OR OTHER PECUNIARY LOSS) ARISING OUT OF SERVICES PROVIDED HEREUNDER AND/OR THE USE OF OR INABILITY TO USE THE SOLUTIONS OR ANY PART THEREOF EVEN IF CATO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON LIABILITY SHALL NOT APPLY IN RESPECT OF CUSTOMER’S LIABILITY UNDER SECTIONS 5 AND 9 IN THIS AGREEMENT. CATO SHALL HAVE NO LIABILITY IN CONNECTION HEREWITH, INCLUDING WITHOUT LIMITATION, FOR ANY WARRANTY, INSTALLATION SERVICES, OR USE OF THE SOLUTION. IN THE EVENT THAT DESPITE THE AFOREMENTIONED LIMITATION OF LIABILITY ANY COMPETENT AUTHORITY WILL FIND CATO OR ANY CATO AFFILIATE OR ANY OF CATO’S LICENSORS, LIABLE, CATO’S AND/OR CATO AFFILIATE’S AND/OR CATO’S LICENSORS, AGGREGATE LIABILITY SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE SUBSCRIPTION FEES PAID BY CUSTOMER TO CATO FOR THE SOLUTION DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
12. DISCLAIMER OF WARRANTY
CATO DOES NOT WARRANT THAT THE SOLUTIONS WILL BE UNINTERRUPTED OR ERROR-FREE.
THE SOLUTION IS NOT DESIGNED FOR USE WITH CRITICAL OR LIFE SAVING INFRASTRUCTURES, SYSTEMS THAT CONTAIN OR PROTECT AGAINST DANGEROUS OR HAZARDOUS MATERIALS OR FORCES, NATIONAL SECURITY PURPOSES OR NUCLEAR, CHEMICAL, OR BIOLOGICAL WEAPONS.
13. GOVERNING LAW & JURISDICTION
This MSA is governed by the laws and courts as set forth in the following table:
|Cato Contracting Party||Governing Laws and Courts|
|Cato Networks Inc.||The laws of the State of New York without regard to conflict of laws provisions thereof. The courts of New York, New York shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this MSA and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.|
|Cato Networks (UK) Limited||The laws of England and Wales without regard to conflict of law provisions thereof. The courts of London, United Kingdom shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this MSA and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.|
|Cato Networks (Singapore) Pte. Ltd & Cato Networks Ltd.||The laws of the State of Israel without regard to conflict of law provisions thereof. The courts of Tel Aviv, Israel shall have exclusive jurisdiction and venue to adjudicate any dispute arising out of this MSA and both parties hereby irrevocably submit to the exclusive jurisdiction of those courts.|
14.1. This MSA and its Schedules are the entire agreement between Customer and Cato in respect of the subject matter herein and this MSA shall not be modified except as provided herein;
14.2. Cato reserves the right to modify this MSA and to impose new or additional terms or conditions on Customer’s use of the Solution at any time, provided that in respect of any material change which adversely effects Customer: Cato and/or a Partner shall notify Customer via email or by means of a prominent notice on Cato’s website and the change shall take effect upon renewal of Customer’s then current Subscription Term of the Services, or upgrade, or additional Services purchased from Cato;
14.3. Cato may assign this MSA, in whole or in part, in its sole discretion. Customer may not assign or otherwise transfer this MSA or any of Customer’s rights and obligations under this MSA to any third party without the prior written consent of Cato. Any unauthorized assignment will be void and of no force or effect;
14.4. Unless otherwise expressly provided, no provisions of this MSA are intended or shall be construed to confer upon or give to any person or entity other than Customer and Cato, its affiliates and successors or assignees any rights, remedies or other benefits under or by reason of the MSA;
14.5. No failure or delay on the part of Cato or its Partners hereto in exercising any right, power or remedy shall operate as a waiver thereof, any waiver granted by Cato and/or a Partner, hereunder must be explicit and in writing and shall be valid only in the specific instance in which given;
14.6. The terms and conditions of this MSA and the applicable Order Form shall apply to all orders, and any additional or inconsistent terms appearing on purchase orders generated by Customer, if applicable, are not incorporated into this MSA and are not otherwise binding on Cato;
14.7. Notices shall be given by e-mail, or on the third day after mailing by first-class, registered or certified mail, postage prepaid to either party. The address provided by the Customer in the Order Form shall be deemed the correct address for all notices hereunder unless a change in address is provided by Customer in writing to Cato.
Schedule 1 of the Master Service Agreement (the “Agreement”)
Service Level Agreement (“SLA”)
This Schedule 1 (“SLA”) is an integral part of the Agreement and subject to the terms set forth therein. Defined terms shall have the meaning ascribed to them in the Agreement, unless defined otherwise herein. The SLA shall apply to the Services for each User applicable office-headquarters/branch-office/on-premise-datacenter/off-premise-datacenter (“USER”). The SLA provides certain rights and remedies in the event that the USER experiences service interruption as a result of failure of Cato infrastructure. The overall Service availability metric is 99.999%, measured by Cato on a monthly basis and made available to the user in: https://status.catonetworks.com/ as set forth herein (“SLA Metric” or “Service Level Metric”).
For the purpose of this SLA, the terms in bold are defined as follows:
Available or Availability
When the USER whose account is active and enabled has reasonable access to the Service provided by Cato, subject to the exclusions defined in Downtime Minutes below.
Total Monthly Minutes
The number of days in the month multiplied by 1,440 minutes per day.
The time period during which the Service may not be Available each month so that Cato can perform routine maintenance to update software, apply security updates, apply bug fixes, and other operations for the purpose of maximize performance, on an as needed basis. Cato shall make reasonable efforts to: (i) notify user in writing forty eight (48) hours in advance of routine maintenance, and (ii) synchronize maintenance windows outside of your working hours.
The total number of minutes that the USER cannot access the Service. The total number of minutes that the USER cannot access the Service. The calculation of Downtime Minutes excludes time that the USER is unable to access the Services due to any of the following:
(a) Maintenance Time
(b) USER’s own Internet service provider failure
(c) Force majeure event
(d) Any systemic Internet failures
(e) Any failure in the USER’s own hardware, software or Network connection
(f) USER’s bandwidth restrictions
(g) USER’s acts or omissions
(h) Anything outside of the direct control of Cato.
The network inside of Cato border routers.
Problem Response Time
User is responsible to first verify if a broader service disruption has already been reported at: https://status.catonetworks.com/. In case a service disruption has already been reported which is applicable to the User’s problem, Cato shall not be obligated to respond to a support ticket, as the issue shall be considered as already being addressed, and progress updates should be provided via https://status.catonetworks.com/
The time period between (A) Cato’s confirmation of the disruption in Service (a “Service Event”), provided based on information from the USER regarding a Service Event, which information shall at a minimum include: account name and number, full description of the Service Event and details about the site where such Service Event has occurred, business impact description and contact info, and which shall be provided to Cato’s support team via one of the Means of Communication (as set forth and defined below), and (B) commencement of problem resolution activity and opening of a trouble shooting ticket in Cato’s systems. Due to the wide diversity of problems that can occur, and the methods required to resolve them, problem response is defined as the time between the receipt of the information regarding a Service Event via a Means of Communication and the initial response by Cato in respect of the problem. After receiving a report of a Service Event, Cato shall use a reasonable method to provide USER with a progress update. The response time per incident will vary upon the degrees defined below:
|Categorization||Criteria||Initial Response Time||Status Update|
|Level 1 – Critical||Outage of Multiple PoP locations. The customer cannot connect to Cato Network services at all||2 hours||2 hours|
|Level 2 – High||Outage of a single Pop Location. The customer can connect to a different PoP.
Outage of Cato Management Application
|4 hours||1 business day|
|Level 3 – Low||Other issues that does not prevent the customer from accessing a significate feature of the service||1 business day||4 business days|
Means of Communication for providing information regarding a Service Event include:
Cato Networks Support Portal: https://support.catonetworks.com and register your support account.
The Services are provided in a multi-PoPs architecture where seats of a USER’s domain may be extended across numerous PoPs. USER may obtain remedy only for Affected Seats connected on the PoP experiencing Downtime exceeding the SLA Metrics. “Affected Seat(s)” means the physical or virtual site connected to the Services to which the relevant Downtime is attributed.
Cato will communicate the date and time that Cato intends to make the Services unavailable due to maintenance activities via https://status.catonetworks.com/.at least forty-eight (48) hours in advance (or longer if practical). No notice shall be required for routine Maintenance Time conducted during a maintenance window on Sunday, between 2PM UTC and
6 PM UTC. Emergency downtime will be deemed as Downtime if not notified at least six (6) hours in advance. The USER understands and agrees that there may be instances where Cato needs to interrupt the Services without notice in order to ensure the availability, reliability or security level of the service due to unforeseen circumstances.
The required configurations USER must have to access the Services include:
– Internet connection with adequate bandwidth
– Internet Browser (e.g. latest versions of Google Chrome, FireFox or Microsoft Edge)
Web-based Administration Application
The Service includes an interface that constitutes the Web-based Administration Application provided to all USERs enabled with Services, therefore the USERs can manage their own account and Services. The USER should use discretion when granting internal administrative privileges to the Web-based Administration Application. Cato is not responsible for Downtime related to negligence in the Web-based Administration Application and is unable to provide credits due to negligence in the Web-based Administration Application. An example of negligence is Service unavailability caused by reaching quota limits. Another negligence example is Services disabled/deleted in error. Please note that the SLA does not include any back up or recovery services.
Term of SLA
This SLA shall only become applicable to the Services upon completion of the “stabilization period,” i.e. ninety (90) days from the provisioning of the Services.
Cato uses a proprietary system to measure whether the Services are Available and the USER agrees that this system will be the sole basis for resolution of any dispute that may arise between the USER and Cato regarding this SLA
Availability is calculated based on the following formula:
A = (T – M – D) / (T – M) x 100%
A = Availability
T = Total Monthly Minutes
M = Maintenance Time
D = Downtime
|Availability||Credit Amount of Monthly Fee for Affected Seats|
|> 97.9% but < 99.999%||5%|
|> 96.9% but < 97.9%||7%|
REMEDY AND PROCEDURE
The Service Level Credits are the USER’s sole remedy in connection with Service Levels, Service Metrics and this SLA. To qualify for such remedy all of the following pre-conditions must be met by USER, absent which USER shall not be entitled to any remedy:
(a) There must be a support ticket documenting the event within 24 hours of the service interruption
(b) USER account must be in good standing with all invoices paid and up to date
(c) The USER must notify Cato in writing within five (5) business days by opening a support ticket and providing the following details:
(d) Subject of email must be: “Claim Notice – <account-name>” (USER’s account name as registered with Cato must be listed in place of ‘<account-name>’)
(e) List the type of Service that was affected
(f) List the date the Downtime Minutes occurred
(g) List USERs (office-headquarters/branch-office/on-premise-datacenter/off-premise-datacenter) affected by Downtime Minutes
(h) List an estimate of the amount of actual Downtime Minutes
(i) Ticket number of the documented event
Cato will confirm the information provided in the Claim Notice within five (5) business days of receipt of the Claim Notice. If Cato cannot confirm the Downtime Minutes, then the USER and Cato agree to refer the matter to executives at each company for resolution.
The sole and exclusive remedy to which USER may be entitled for failure to provide the level of Availability set forth in this SLA as per the Service Level Metric, is the amount of Service Level Credits set forth above for the affected Service Level Metric and the Affected Seats for the affected month.
The SLA credit will be reflected in the Cato invoice to the USER following Cato confirmation that the User is eligible for credits. Please note that SLA credits can only be applied to accounts that are in good standing with all invoices paid and up to date.
HARDWARE SUPPORT AND MAINTENANCE SERVICES.
In the event of failure of a Hardware component, a User designated contact will contact Cato for assistance in troubleshooting the problem. Cato will diagnose the problem and attempt to resolve the problem with the User designated contact over the phone.
If after troubleshooting, Cato and User determine that the failure is caused by a defective Hardware component covered under this SLA, Cato will initiate hardware exchange or repair (“return/exchange”) of the defective Hardware component. Cato will provide a return material authorization number (an “RMA number”) to the User and ship a repaired Hardware component or replacement Hardware component to User or its designee as set forth in more detail below. Cato will initiate an advance exchange (“advance exchange”) of the defective Hardware component with a replacement Hardware component (prior to receiving the defective Appliance), but only after issuing the RMA number to the User. Shipping will be by air freight, priority service to User or its designee unless User requests other service. The replacement Hardware component will ship from Cato within 1 business day of Cato and User’s determination that an advanced exchange is appropriate. Cato will include with the replacement Hardware component instructions on how to return the defective Hardware component, which must be returned within ten (10) calendar days, complete with such Hardware component’s original packaging and documentation, to Cato freight collect with the RMA number displayed on the outside of the shipping container. Cato may provide a prepaid shipping label to facilitate the return of the Hardware component. All inbound and outbound Hardware component shipping charges for Hardware component hereunder will be paid by Cato. Cato will provide phone and email support for configuration and installation of the Hardware component.
The aforesaid Hardware support and maintenance services are subject to User’s fulfillment of its obligations pursuant to the Agreement (e.g. payment of fees, compliance with laws, etc.).