HomeMy WebLinkAboutCerium Networks, Inc. - Support Agreement - Advanced Support for Avaya TelephonyDocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Sold To: City of Yakima - HQ
Bob Harrison
200 South 3rd Street
Yakima, WA 98901
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Ln # Qty Description
1 Cerium Support for Avaya Voice and Messaging Systems
2 Start Date: 3/1/2021 End Date: 2/28/2022
3 Cerium Essential Support 8X5
4 1,288 CSC 8X5 ESSENTIAL SUPPORT FOR AVAYA CM - BUNDLE
(J71100-J71101-J71103-J71105)
5 694 CSC 8X5 ESSENTIAL SUPPORT FOR AVAYA AURA MESSAGING
6 Cerium Support Monthly SubTotal
7
8 SUBJECT TO THE TERMS AND CONDITIONS OF AVAYA
NASPO CONTRACT AR603, ADDENDUM #01114
9 Avaya Manufacturer Support Renewal
10 Avaya Sold To: 2691706
11 Start Date: 3/1/2021 End Date: 2/28/2022
12 694 238496 - SA ESS AURA MSG 6 MAINSTREAM 1YPP
13 694 238508 - UPG ADV AURA MSG 6 MAINSTREAM 1YPP
14 1 237815 - SA ESS AURATM R6 S8510 HA 1YPP
15 86 257020 - SA ESS AURA R6 FND 1YPP
16 260 288971 - SA ESS AURA CORE R6 1YPP
17 15 289151 - SA ESS AURA POWER R6 1YPP
18 25 238561 - SA ESS AURATM R5 SE 1-100 N1 1YPP
19 901 256685 - SA ESS AURATM R5 SE 101-1 K U1 1YPP
20 Avaya Support Advantage Monthly SubTotal
Cerium Networks, Inc.
1636 West 1st Avenue - Spokane, WA 99201
SUPPORT CONT
Date
2/23/2021
Support City of Yakima - HQ
Location: Bob Harrison
200 South 3rd Street
Yakima, WA 98901
Billing Frequency Terms
MONTHLY Net 30
02/23/21
Contract #
CT
CERQ78679-2021
Account Executive
Cerium Renewals
Unit Price Ext. Price
$1.15
$0.46
$0.53
$0.29
$14.17
$0.92
$1.36
$1.92
$0.68
$0.68
$1,481.20
$319.24
$1, 800.44
$367.82
$201.26
$14.17
$79.12
$353.60
$28.80
$17.00
$612.68
$1,674.45
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Ln #
sty Description
Pricing is exclusive of any sales tax if applicable.
See page attached for contract signatures.
i
ni Price ti
Ext Price
Contract Total $3,474.89
02/23/21 Page 2
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
SUPPORT CONT CT cont)
Date
2/23/2021
Contract #
CERQ78679-2021
Customer si nature; below indicates customer has read and agrees to the terms and conditions set forth on the attached hereof:
Date
City of Yakima - HQ
l'97M 4d _..
William Junkermier
Cerium Networks
2/24/2021
Date
of this agre ment will begin up ` he acceptance by signature of Cerium Networks. This commencment date is dependent upon Cerium's
timely receipt of customer supplied information as specified in this contract package. Cerium will return a signed copy of this agreement indicating that date.
02/23/21 Page 3
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
vanced Su
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vaya Telephony
1
Parties shall maintain confidences to the extent possible in accordance with state law.
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Avoyasvp»o�t
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Date: Services Performed By; Services Performed Fur�
February23'ZO2I Cerium Networks City ofYakima
Ver6a|/VVhttenOisc|aimer: Nuverbal statements byCerium Networks mrother party shall constitute a
modification of this Support Agreement or representation that additional or different services will be
performed. Services not written within this Support Agreement are not assumed and will not be
performed unless defined within this document.
Section 1: O\/erv'e
vv
The following Support Agreement covers the technical support and maintenance services of City of
YaWma'sAvayatelephony solution. This Support Agreement specifies the deliverables and
responsibilities associated with the Cerium Advanced Support selected and listed in Section Two (2),
titled, "Scope of Support." Technical support and maintenance services are vital to the health of your
communication system; we appreciate your confidence in our organization to perform these important
Section 2: Scowe of Su *ort
The coverage applies to Avaya Telephony and selected non-Avaya telephony products or components
that Cerium has designated in the section titled, "Covered Solutions, Equipment, and Custom Services."
Essential Support
a) I4x7system alarm monitoring and notUlcationz.
b) 8xSRemote engineering support for technical trouble nemediation.
Response time ': Priority l&2-2hours Priority 3-8business hours
c) DxSOn-site engineer asneeded for technical trouble nemediation.
Response time 2:Priority 1&2-4Hours Priority 3—Obusiness hours
d) Critical equipment spare parts.
e) Management Meeting and Service Reporting.
f) AvayaSupport Advantoge'.
'Alarms are sent to Cerium and the dedicated customer contacts via email 247.
zDuring the applicable coverage period.
3 Unless otherwise noted in the Cerium Sales Order, Avaya Support Advantage is not included in the
price of Cerium Maintenance Services.
Contract Term
The term of this agreement is for a period of 12 months beginning on 3/1/2021 and ending on
2/28/20I3. This agreement will automatically renew for an additional term of 12 months if Cerium is
not notified by the customer in writing that renewal is not desired at least thirty (30) days in advance of
the term end date.
Parties shall maintain confidences mthe extent possible maccordance with state law.
DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Avaya Telephony Advanced Support
Cerium Sales Order ti 78679 202__l
Abbreviations and Definitions:
24x7
Refers to twenty-four (24) hours a day, seven (7) days a week, three hundred sixty five (365) days per
year; including holidays.
8x5
Refers to normal business hours - Monday through Friday, 8:OOam — 5:OOpm Pacific Standard Time (PST);
excluding holidays.
On -site
The physical location(s) of the customer equipment as defined in this Support Agreement.
Response Time
The maximum elapsed time it will take Cerium Networks personnel to begin to work on a service ticket.
This is not to imply when the service issue will actually be resolved.
Sect! m 5 vice o s
24 x 7 System Alarm Monitoring and Notification
Remote monitoring occurs 24x7x365 and alarms are e-mailed to customer delegated contacts and the
Cerium Support Center (CSC). Minor alarms will be reviewed and cleared by Cerium as appropriate.
Cerium will respond to critical/major alarms based upon the contracted support level and the hours of
coverage. Alarms received by Cerium outside of the contracted hours of coverage will not be responded
to by Cerium until 8am on the following business day. If the customer receives an alarm outside of their
contracted hours of coverage and requires support they may call the CSC for assistance; however, hourly
charges will apply.
Remote Engineering Support
A qualified Cerium Networks engineer will troubleshoot and resolve service tickets for covered
equipment via the telephone and/or a remote system connection. The Cerium engineer will attempt to
clear the identified trouble remotely and test systems accordingly to ensure that the trouble is resolved..
On Site Engineer
A qualified Cerium Networks engineer will be dispatched, at the discretion of the CSC, to the covered
location in the event that the identified trouble cannot be cleared remotely. The engineer will test
systems accordingly to ensure trouble is resolved. If on -site coverage is not included in the "Service
Plan", the customer may still request on -site support at the discretion of both parties. Any on -site visit
not included in the 'Service Plan' will be billed at the current T & M rates; including any associated travel
time.
Critical Equipment Spare Parts
Unless specifically listed in the Support Agreement, the parts which may be replaced without charge are
those contained within the Avaya telephone system (switch) and voicemail system (as applicable).
Telephone sets, other adjuncts, power systems (UPS), modems, PCs, servers, routers, network switches,
other software, other hardware, and adjunct applications are not covered under this agreement. Such
parts and services are billed at T & M rates.
Parties shall maintain confidences to the extent possible in accordance with state law.
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omousignEnvelope ID: A8267155-4826-48oc-Aoo2*45A5n59oC70
A,avaTelephony Au,a^«e(,isv"noi
oenumsa|momero78679-2OZz
AvayaSupport Advantage — Essential and Upgrade Advantage includes:
Cerium Networks is certified by Avaya as a Joint Service Delivery Support Specialist Partner which allows
us to escalate directly to Avaya's tier 4 organization. With this support model, Cerium would be the
primary contact, and Avaya is in essence the "subcontractor" where appropriate. Cerium would manage
the contract with Avaya and there would be no incremental charges by Avaya for in -contract services.
• Access toAxayaIntellectual Property and Tier 4Resources
m" Access tominor releases with new feature functionality
• Access toonline software patches
• Auaya direct remote software solution support
• Access to self-help website, InSite Knowledge Management Tool, and Technical
Documentation Library
• Software media replacement
• Full Release Software Upgrades onAvayaAura Messaging*
*Any additional product and installation and implementation fees apply
.ficat.o an
espo se rroCess
1) Service Requests may besubmitted through several methods:
a) Web She: You can navigate to rn/rny_
.cmnfTacts/andclick on"Submit aticket" under the "My Support Center" section.
b) Phone: You can call the Cerium Support Center atQOO.Z17.O93]. This number isalways
available to request support and is answered 24x7x365; including holidays. This iothe
recommended method ofcontact for all urgent requests.
c) Email: You can e-mail requests for support tocsc@ceriunnnetwmM*s.cmnT Email is
monitoned24x7x36S.
d) System alarm monitoring notifies the CSC ofan alarm. Cerium personnel monitor system
alarms Z4x7x36Sand will respond asdefined byyour Support Agreement.
%) Support Ticket Creation — All requests for support are sent directly to CSC personnel who
will:
a) Verify the customer records in our database to determine support coverage criteria.
b) Open oservice ticket with udetailed entry ofthe customer issue.
u) Appropriately assign aseverity level tmthe ticket.
i Priority 1Urgent (%Hmor):Anurgent service ticket inany issue that causes a
business to cease its primary business function or two or more critical business
functions. (100 % or nearly 100%- Out -of -Service) If an urgent issue is not actively
engaged within two (2)hours the Cerium Engineer must escalate tothe
respective Manager.
ii Priority 2High (KAajor)Ahigh priority service ticket isany issue that involves a
down orseverely degraded critical business function. (At least Z5Y6Out'of-
Sen/ice)Hi#hpriorityissuesvviUesca|ateto^Urgent^stotusifnotactive|y
engaged within four (4)hours.
Parties shall maintain confidences mthe extent possible maccordance with state law.
7mzo
DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Avaya Telephony Advanced Support
Cerium Sales Order # 78679-2021
iii. Priority 3 Standard (Minor): A standard service ticket are any issues that degrade
or impair but do not inhibit business functions. (Less than 25% Out -of -Service). A
"Standard" issue must be actively engaged within eight (8) business hours or it will be
escalated to "High" priority.
iv. Priority 4 Scheduled (Minor): A scheduled service ticket is a low priority issues
that does not affect business functions or users. Low priority issues are not
normally escalated.
3) CSC Engineer Assigned — Based upon the type of service ticket an appropriate engineering
resource will be assigned. The assignment will be based on the type of issue and the
severity or skill set required.
4) Trouble Diagnostics — The assigned engineer will look up the customer's equipment
records in our database and begin work on the issue remotely. If after troubleshooting
the issue it is determined on -site support is required, the CSC may dispatch a field
engineer to assist on -site. Depending on the Service Plan selected, hourly charges may
apply for on -site support and be will billed at the current T & M rates.
5) Problem Resolved - Upon resolving the issue the engineer will close out the ticket with a
synopsis of the resolution and any other relevant ticket notes. If hardware or software
was updated, the customer record will be updated appropriately.
6) Customer notified — After the service ticket is closed, the customer will be notified of the
ticket resolution. A record of the service ticket and its resolution will be available in the
customer's Cerium1463° portal page.
7) Root Cause Analysis (RCA) can be completed upon request on Priority 1 and Priority 2
cases which are resolved by Cerium. RCAs for Priority 3 and Priority 4 cases are not
included in the Support Agreement, but can be completed upon request. Time and
Material charges will apply. RCA focus will be limited to system(s) covered by the Support
Agreement. RCA will be researched and results delivered based upon data and logs
available to Cerium at the time of the event.
Cerium 1463 Web Portal
5
Parties shall maintain confidences to the extent possible in accordance with state law..
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
xvnaTelephony Advanced Supnort
Cerium Sales Order 4 78679-2021
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Cerium 1463 is an interactive portal accessible through a unique login, and will provide you specific support
information about your account. This portal will have visibility into active and closed tickets, current alarms, and
will allow you toadd new tickets and add comments tuexisting tickets.
Below is your home page of Cerium 1463, From here you can navigate to the information you are looking for using
the "Navigation bmr^' We also list your contacts with Cerium here, making it easy to communicate with the person
you need. We display Cerium News and Events here as well so you always know what we are up to.
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Support Tickets:
TOAccess trouble tickets
1. Click on"my support center" and select "view trouble tickets"'
home *ymppnceote,-
mvalarms
Z. 8ydefault you will see all active tickets and onthe right side you will see graphs showing
ticket counts by month and severity for the past year.
6|Pagc
Parties shall maintain confidences mthe extent possible maccordance with state lam
DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Avaya Telephony Advanced Support
Cerium Sales Order # 78679-2021
11311 111=1=11
6,1,40,0
zpov,5.3 Otlart., Priori,e CA,,,ass“ a..44 •
3. To see closed tickets click on the filter button and select the view you would like to see.
1E, Active Tickets
active tickets
resolved ticket in the last 7 days
resolved tickets
r Matmnriec .1-11r1
To view details and add notes
11\tr,r-li r
lAt
1. To view more details and/or add a note to a ticket, click on the site name.
2. To add a note click on "Add Note",
3, Enter notes and/or attach document and click "Submit".
Erl21 N-k)!,,s
Customer "
NeTworks HQ
Responsible Contact
CSC Ipternai ticketsi Qpdates
Description of Work Requested
RPSOlutiOn:
Iiine deSingl:
Add Note, Dere
ChrmurrAek
Noinber
CM3k9,1,ff Tidstt ftOrtiEver
4. Your note will now show in the "Customer Status" field,
To create a support ticket.
* Only P3/P4 priority tickets can be entered through the Portal, you are prohibited from changing the priori
higher than Priority 3. All higher IJriority(P1/P2) issues should be called into the Cerium support center.
There are a number of locations that have a link to submit a new ticket.
* From the home page click on the "submit a support ticket" link on the right.
Parties shall maintain confidences to the extent possible in accordance with state lam
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
t
Opcil a trcket:
877.423,7 6
2' submit a supportcket
Avaya Telephony Advanced Support
Cerium Sales Order # 78679-2021
From any page click on the "Submit a ticket" link in the footer.
Submit a ticket
View Support Tickets
View Alarms
About Portal 2015
wall this VVebsite?
Contact Us
• From the Navigation bar click on "my support center" and then choose "submit a trouble
ticket".
ome I my support center
1. Fill out the form, attach any documents and click on "Submit Ticket".
8
Parties shall maintain confidences to the extent possible in accordance with state law.
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
ccess
Avaya Telephony Advanced Support
Cerium Sales Order # 78679-2021
Customer *
Cerium Networks - HQ
Enter a brief subject line (Field is public)
Description of Work Requested *
Aq cash a Me
Choose Files ,
Submit Tickot
2. You will be redirected to the "view trouble tickets" page and you will see your new ticket there.
lar s
Steps to view your current equipment alarms.
1. Click on "my support center" on the navigation bar and click on "my alarms".
My Alarms
0 AtPAY'',
1.4
solar in
[FlyTlywo
No Alarms to display.
Pem
Alyorrntotiv
Parties shall maintain confidences to the extent possible in accordance with state law.
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2. Use the paging buttons to see past alarms.
CTt c a
Avaya lciep!'runipF'.rort
Corium Sales Order ¢t 786 73--2021
1) The Cerium CSC engineer initially assigned to the case is responsible for assuring that the case
is properly completed.
2) Assignments of service tickets are based upon:
a. Relevant product expertise and certification
b. Availability / Schedule of Engineer
c. Experience / Familiarity with Customer and configuration
3) If the engineer assigned to the case is unable to resolve the issue:
a. Either by the estimated time or
b. Because in the engineer's judgment the scope of the issue is beyond their expertise,
an assessment will be made on the need to involve additional resources.
c. If the issue is within the scope of their expertise and the engineer is still unable to
resolve the issue, escalation timelines will take precedence.
4) Escalation will be made to next higher resource level in appropriate product or technical area.
5) The escalation process will continue either until the service ticket is resolved, or the issue is
determined not to be technically feasible based on the customer's environment and
available hardware.
6) The resolution of certain service tickets may require the customer to obtain additional
equipment or software. These tickets may be closed once a recommendation is provided to
the Sales Account Executive for pricing / purchase discussions.
7) Escalation to Manufacturer resources can occur at any point in the process as part of
troubleshooting or fact finding. To pursue resolution with Manufacturer resources requires
an assessment by the appropriate Cerium Director of Technology or the Director of the
Cerium Support Center. If the issue has been escalated through all levels of support at
Cerium then opening a trouble ticket and escalating to the manufacturer is the next step.
Cerium Account Management Escalation Procedures
The primary point of contact within Cerium Networks is your assigned Account Manager. In the
unlikely event you are not achieving the expected results then making contact with Sales Vice
President is appropriate. Cerium Account Management escalation contacts are:
• Account Manager — Todd Jones, 509.536.8625, tjones@ceriumnetworks.com
Vice President of Sales — Don Walde, 509.536.8647, dwalde@ceriumnetworks.com
Parties shall maintain confidences to the extent possible in accordance with state law..
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
AvaymTelephony Advanced Support
Cerium Sales Order o78679ZU2l
Cerium Technical Escalation Procedures
The Cerium Support Center coordinator will provide you with a mechanism to formally escalate a
case to the appropriate resources within the Cerium team. This escalation process will increase the
visibility, awareness, and focus of your service outage within the Cerium management team.
Process flow:
� An escalation request should be initiated in reference to a specific Service Ticket ID.
� Place a telephone call to the Support Center number 800.217.0933 and make your escalation
request with the CSC coordinator.
� Clearly state that you are requesting escalation ofthe case.
" If the Coordinator is not available at the time, place a separate telephone call to the Manager
orDirector ofthe Cerium Support Center.
• The severity level of the service ticket will be mutually agreed upon between the customer
and the Cerium escalation point ofcontact engaged inthe process.
• Aformno| action plan including ownership for each action item will be agreed upon between
the customer and the Cerium escalation point ofcontact.
• Escalation will bedocumented byCerium inthe customer record.
Cerium Support Center (CSC)Technical Escalation Contacts:
TahmkmTier C
Cerium Support Center: 800.217.0933or509.536.8610
csc@cehumnetmorks.o»m
Cerium Management Escalation Contacts
Support Center Manager: Shannon Behm
SU�344.S848—Work
sbehm@ceriumnetworks.comn
Director ofManaged Services: Scott Hamkeo
208.947.8189 —VVork
shaxvhes@ceriumnnetworks.cmm
VPofFinance & Operations: V0Uiam]unkennier
SO9.B6.O650—Work
President: RoQer]unkermier
SO9.536D6S6—Work
rjunkermier@ceriumnetworkszom
Parties shall maintain confidences mthe extent possible maccordance with state law,
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
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• Customer shall provide dedicated broadband remote access methodology for the
equipment and systems covered under the Maintenance Agreement.
" Dedicated broadband access must remain available to provide remote access on a
I4x7hour basis.
= Remote access line number or IP address must be provided and tested by Cerium
Networks prior tocoverage commencing.
• Provide Cerium Networks with system passwords and equipment access control
features required to provide support.
• Notify Cerium Networks ofall changes that affect system and network
configurations oswell asoperations.
= Provide Cerium Networks with a copy of all Modular Messaging/CMS Software and
system backup disks
• Minimum coverage with Avaya is required in order for Cerium to begin support for
the City of Yakima's Avaya environment. City of Yakima must maintain at least the
minimum level nfAvoyasupport throughout the term ofthis agreement.
• All underlying Avaya support contracts, i.e. Support Advantage, will be governed by
Avayo'sterms and conditions.
• Cerium will make every effort to maintain stocking levels and procure like -for -like
replacement spare parts to support the covered system. There are instances due to
age and release level of supported product replacements are no longer being
manufactured. This scarcity may affect response and repair times on certain
troubles, and certain parts may require replacement with more current substitute
parts. Asalast resort, you may have topurchase anupgrade toyour system tn
resolve the trouble if replacements or substitutes are not available, or if the
substitute part(s)isincompatible with your current version.
• Any software deemed End of Maintenance Support (EoMS) by Avaya is best -effort as
AvayaManufacturer Support isnolonger available.
° Software products categorized with best effort support means Avayahas
terminated development efforts for these software products. Cerium Networks
standard support does not apply to products in the best effort category. Cerium
Networks will use commercially reasonable efforts to assist the customer in
resolving errors
� The installation and configuration of new hardware will be considered to be an
independent project and therefore not covered under this agreement.
12
Parties shall maintain confidences mthe extent possible maccordance with state law.
DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
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The following equipment issupported under this agreement. Any equipment not expressly listed below
is not considered to be covered under this agreement however support may be available upon request
atthe current hourly T&K8rates.
«Covered Location Name/Address:
City ofYakima
Avaya5old Tz3G91706
Equipment/Solution Covered:
-260 RTU—AvayaAura Core R6
'AGRTU—AvayaAura R6Foundation
'l5RTU—AvayaAura Power
'1RTU—AvayaAura R6S8S1OHA
'926RTU—Axaya[yNR5
'694RTU—AvayaAura Messaging
Unless specifically stated in this Support Agreement City of Yakima shall be responsible for security of
the equipment, including but not limited to application patching, certificate renewals, customer account
maintenance, and passwords (including but not limited to administrative and user passwords). Customer
will be responsible for its own compliance with all state and federal privacy laws. ForSe|ectand
Managed Service Support Agreements, upon request, Cerium Networks can provide a technical review
of potential patches prior to customer deployment for any known incompatibility issues. For all other
Support Agreements, a technical review is subject to current T&M rates. Support tickets associated with
a patch, certificate renewal, or a security update that did not include a technical review by Cerium prior
to deployment is subject to billable time.
Any work performed that falls outside of the scope of this agreement is subject to Cerium's current T&M
rates. Rates subject to change at anytime.
Hourly Rate with
Cerium
Maintenance
Onsite
,onmte isa(x)Hour
Minimum.
Remote
Hourly Rote
without Cerium
Maintenance
, After Hours
jRate x 1.5�
Special instructions or custom services,
Move, Add, Change are not covered under this maintenance agreement and will hebillable at current
T&M rates.
OFFERExP|RAT|C)N: THIS STATEMENT OpWORK (SOW)WILL BECOME INVALID |pNOT ACCEPTED mY CITY
OF YAKIMA ON OR BEFORE 3/31/2021.
Parties shall maintain confidences mthe extent possible maccordance with state law,
DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Section 9: Signature A�����r.zat'on
AvoyaTelephony Advanced sunpurt
Cerium Sales Order 47y679'Z0Z1
The information inthis Support Agreement shall not beduplicated, used ordisclosed bythe customer or
Cerium Networks, in whole or in part, for any purpose other than for fulfillment of the work to be
performed by Cerium Networks, Inc. Cerium Networks Terms and Conditions apply to this Support
Agreement.
City of Yakima Cerium Networks Inc.
By:
Name:
Title:
Date:
cn,CONTRACT NO,
~
RESOLUTION NO- 10 lA
_
1°)
By:
Name:
Authorized Signature
xvmiamJunwenner
Title: VP of Finance & Operations
Date: 2/24/2021
14|Pugc
Parties shall maintain confidences mthe extent possible maccordance witxstate/nw.
DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
*mraTelephony Advanced support
Cerium Sales Order w78h7y'Z0ll
Cerium Support Contract Terms and Conditions
Cerium Networks, Inc. ("Cerium") and you. the Customer, agree that the following tams and conditions will apply to the
warranty, post -warranty Support services ("8orviceo)listed onthe attached Support Contract ("Agreement")This
Contract may contain additional pages and covers Support Services provided by Cerium,
1 CONTRACT PERIOD — This Agreement shall be effective the date this agreement is executed by Cerium, for the term as
specified on the Contract until terminated as set forth in Section 8 of these terms. Enhanced warranty services will be
coterminous with the applicable product warranty period. Post -warranty Support services will bofor uninitial term onspecified
onthe attached hereof, (one (1)year minimum). Post -warranty service shall bnautomatically renewed for successive one (1)
year terms at the charges and under the terms and conditions applicable to Cerium's standard one (1) year service agreement
at the time of renewal, unless either party gives the other written notice of its intent not to renew at least thirty (30)days prior
tuthe expiration ufany initial orrenewal term. Cerium can also notify you ninety (9U)days inadvance ofthe time ofrenewal
that Service for specific Products covered under this Agreement will not be renewed.
2. CUSTOMER RESPONSIBILITIES — You agree to (i) provide the proper environment, electrical and network connections,
(ii)pmvde access and work space, and (iii) maintain a backup procedure external 0nthe software program(s) and host
computer for reconstruction of loss or altered files, data or programs (iv) and provide a network or phone line connection to
the equipment being supported at all times (v) maintain a copy of all software used on your systems. Failure bythe Customer
Uoperform these responsibilities will cause Cerium to be unable 0omeet its Support requirements. You are responsible for
notifying Cerium of the presence of any hazardous material (e.g., asbestos) on your premises prior to the commencement of
any Services. You are also responsible for removal of any such hazardous material or correction of any hazardous condition
that affects Cerium's performance of Services. Services will be delayed until you remove or correct the hazardous condition;
Cerium shall not boliable 0oyou ooaresult nfsuch delays.
3. WARRANTY — A. When a post -warranty service agreement exists, Cerium warrants that during the warranty period the
Products will operate inaccordance with the Manufacturers Documentation. |foProduct does not operate inaccordance with
the Documentation during the warranty poriod, you must promptly notify Corium. Cehum, at the manufacturer's uption, will
either repair urreplace that Product without charge. You have the right, aoyour exclusive remedy, toreturn that Product for
a prorate refund of the purchase price or license fee if Cerium is unable to repair or replace the Product. Apending o,active
Cerium post -warranty service agreement is a prerequisite for this warranty coverage.
B. The warranty period ohu|| begin onthe Delivery Date for Customer -installed Products. Cerium's standard warranty period
will apply ifnone iospecified. A pending or active Cerium post -warranty service agreement is a prerequisite for this warranty
coverage.
4. ENHANCED WARRANTY & POST -WARRANTY SERVICE — A. Cerium will provide Services during the Contract Period
in accordance with Cerium's standard specifications subject to the exclusions set forth in this Section 4. Cerium provides
various Support Services dependent upon the product and option oa|octad by the Customer and indicated on the attached.
Cerium's aa|nued Services an, described in the Corium Service Statement of Work. B. Post -warranty oamiue includes
preventive maintenance aodeemed appropriate by Cerium and remedial moinoanonce, including replacement parts required
for Products used under normal operating conditions. C. If you subsequently pvnxhoee products ("Added Products") from
Corium orothird party and co -locate those products with the existing ones, those Added Products purchased from a party
other than Corium are auNocu to certification by Cerium at Cerium's than current no1eo for such certification; post -warranty
service coverage will be effective immediately after Cerium certifies the Added Products. Charges for Added Products will be
at the then current rate and coverage will be coterminous with the coverage for the existing Products. D. PURCHASED OR
REPLACEMENT PARTS AND PRODUCTS MAY BE NEW, REMANUFACTURED OR REFURBISHED. Any removed parts
and/or Products will become the property ofCerium. E. Enhanced Warranty and poot'=a,nontynamiue coverage will be in
aouundanoa with the option(s) you have selected as listed on the front of this Agreement. Cerium's o,ondovd warranty and
puxt+°mrnuntyoo°onuga will apply if none is specified. F. POWER SURGES — If you have ordered post -warranty oumiuo,
during Cerium's warranty and post -warranty service periods, Cerium is not responsible for damage (including loss or corruption
of data records) to your Products (voine, network or video products) from power surges. Corium will assist in selecting and
installing on electrical protection system that complies with the National Baotriom| Code if requested, any applicable |ono|
ntondondo, and onyCahum*ponihed site requirements. G. Cerium may, at its diecmUon, o|ncumniuo||y monitor your system
for the sole purpose of collecting and recording the configuration of and the number and kinds of products in your system.
Such monitoring will serve two (2) principal purposes: (1)the information will permit more ucounoto remote diagnostics and
corrective actions; and (2) the information will be used once a year, before the renewal date of any Support Agreement, or the
annual anniversary date, todetermine applicable charges. Products identified inthe data collection will botreated axAdded
Products under Section 4.C. You will cooperate with Cerium in such data collection, including making remote access available
tnCerium for this purpose.
5. WARRANTY/POST-WARRANTY SERVICE EXCLUSIONS —& EXCEPT AS STATED IN SECTION 5. CERIUM, ITS
SUBSIDIARIES AND THEIR AFFILIATES, SUBCONTRACTORS AND SUPPLIERS, MAKE NO WARRANTIES EXPRESS
DR
IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHAN-TABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. B. The warranty provided in Section 3 and post -warranty service do not cover repair for damages, or malfunctions,
or performance characteristics caused by: (1) use of non -Cerium furnished equipment unless certified by Cerium, software,
)5
Parties shall maintain confidences mthe extent possible maccordance with state lam
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urfacilities with the Pmdud(o);(2)your failure 0ufollow Cerium's orthe Manufacturer's installation, operation urmaintenance
inutrucdnns, including your failure to permit Cerium timely remote a000aa to your Pmduot(a); (3) failure or malfunction of
equipment, software, or facilities not serviced by Cerium; (4) actions of non -Cerium personnel; or (5) force majeure conditions
eostated inSection 10. Cerium does not warrant uninterrupted urerror free operation ofthe Pmdunt(a). |naddition, Cehum
is not obligated to provide warranty or post -warranty service if you modify the Product(s). If you request, Cerium will perform
repair u,other services not covered by this Agreement to your Product(s) at Cerium's standard rates for such uomiom. C.
Although Pmdvmo are designed on be reasonably secure, Corium makes no express or implied warranty that Products are
immune from or present fraudulent inhuoion, unauthorized use or disclosure or |uxu of proprietary information. Certain
feotuneo, if purchased, such an P000°ond Reset, Cunhomnoo Moi|box, Skip P000wund and Monitor Mailbox, when onab|od,
could be improperly used in violation ufprivacy laws. By ordering Products with these features orseparately ordering such
features, you assume all responsibility for assuring their proper and lawful use.
D. You agree to notify Corium prior to moving a Product. Additional charges may apply if Cerium incurs additional ouote in
providing warranty or post -warranty uorvinoo as u n,mu|t of move of Product. E. If the Product supports Telephony or
Transmission Control Protocol/Internet Protocol (TCP/IP) facilities, you may experience certain compromises in performance,
reliability and security, even when the Product performs as warranted. These compromises may become more acute if you
fail to follow Cerium's recommendations for configuration, operation and use of the Product. YOU ACKNOWLEDGE THAT
YOU ARE AWARE OF THESE RISKS AND THAT YOU HAVE DETERMINED THEY ARE ACCEPTABLE FOR YOUR
APPLICATION OF THE PRODUCT. YOU ALSO ACKNOWLEDGE THAT, UNLESS EXPRESSLY PROVIDED IN ANOTHER
AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR (1) ENSURING THAT YOUR NETWORKS AND SYSTEMS ARE
ADEQUATELY SECURED AGAINST UNAUTHORIZED INTRUSION, AND (2) BACKING UP YOUR DATA AND FILES.
0. PRICE AND PAYMENT — A. Payment of invoices is due within thirty (30) days from the invoice date.Delinquent payments
onany undisputed balance are subject toalate payment charge uf the lower ofone and one-half percent (1.596)per month or
portion theneof, or the maximum amount allowed by law. Restrictive endorsements or other statements on checks will not
apply. You agree to reimburse Cerium for reasonable attorneys' fees and any other costs associated with collecting delinquent
payments.
B. You shall pay taxes levied upon the sale, transfer of ownership, installation, license or use of Products or Services unless
you provide Cerium with atax exemption certificate. Excluded are taxes unCerium's net income.
7. EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY —A. THE ENTIRE LIABILITY OF CERIUM AND ITS
SUBSIDIARIES, AFFILIATES AND SU8CONTRCTORS, (AND THE DIRECTORS, OFF|CERG, EMPLOYEES, AGENTS,
REPRESENTATIVES, SUBCONTRCTORS AND SUPPLIERS OF ALL OF THEM) AND YOUR EXCLUSIVE REMEDIES FOR
ANY DAMAGES CAUSED 8YANY PRODUCT DEFECT ORFAILURE, ORARISING FROM THE PERFORMANCE ORNON-
PERFORMANCE OFANYVYORKORGERV|CE.RE6ARDLEG8OFTMEFORMOFACT|ON.VVHETHER|NCONTRACT.
TORT INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE SHALL BE: (1) FOR FAILURE OF PRODUCTS
DURING THE WARRANTY PERIOD, THE REMEDIES STATED IN SECTION 3; (2) FOR CERIUM'S FAILURE TO PERFORM
ANY MATERIAL TERM OF THIS AGREEMENT (E.G., CERIUM'S POST -WARRANTY SERVICE OBLIGATIONS), YOU MAY
CANCEL THIS AGREEMENT WITHOUT INCURRING CANCELLATION CHARGES IF CERIUM FAILS TO CORRECT SUCH
FA|LUREGVVT|H|N THIRTY (30) DAYS OF RECEIPT OF YOUR WRITTEN NOTICE; (3) FOR DAMAGES TO REAL OR
TANGIBLE PERSONAL PROPERTY ORFOR BODILY INJURY ORDEATH TOANY PERSON FOR WHICH CERIUM'S
SOLE NEGLIGENCE WAS THE PROXIMATE CAUSE, YOUR RIGHT TO PROVEN DAMAGES TO PROPERTY OR
PERSON; AND (4) FOR CLAIMS OTHER THAN SET FORTH ABOVE, CERIUM'S LIABILITY SHALL BE LIMITED TO
PROVEN DIRECT DAMAGES |NANAMOUNT NOT TO EXCEED THE PRICE OF SERVICE GIVING RISE TOTHE
LIABILITY OR $100.000.VVH|CHEVER IS LESS.
B. EXCEPT TOTHE EXTENT PROVIDED IN SUBSECTION 7.A(3), CERIUM SHALL NOT BE LIABLE FOR THE
FOLLOWING TYPES OF DAMAGES: (1) INDIRECT OR INCIDENTAL DAMAGES, AND (2) SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING BUT NOT LIMITED TO: LOST PROFITS, SAVINGS OR REVENUES OFANY KIND, LO8T,
CORRUPTED, MIS -DIRECTED OR MISAPPROPRIATED DATA OR MESSAGES; AND CHARGES FOR COMMON
CARRIER TELECOMMUNICATION SERVICES OR FACILITIES ACCESSED THROUGH OR CONNECTED TO PRODUCTS
("TOLL FRAUD"). CERIUM SHALL NOT BE LIABLE FOR THE TYPES OF DAMAGES ENUMERATED ABOVE WHETHER
OR NOT CERIUM HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THIS PARAGRAPH SHALL SURVIVE
THE FAILURE DFANY EXCLUSIVE REMEDY.
8. CANCELLATION/TERMI NATION — A. Prior to the commencement of post -warranty service, you may cancel coverage and
receive afull refund ofany prepaid amount. After commencement of any initial or renewal term of post -warranty service, you
may terminate Service coverage upon thirty (3O)days written notice. |fyou provide notice ofyour intent toterminate during
the first thirty (30) days of coverage, you will only be responsible for the charges for the period of coverage up until the effective
date oftermination. After the first thirty (30) days of coverage, you may provide notice to terminate the Agreement subject to
o termination charge equal to the monthly charges for twelve (12) months or the period ramaining, whichever is |oou. For
prepaid agreements, Cerium will refund or credit the pro rata price of the remaining term less the applicable termination charge.
B. If you fail to perform any material term or condition of this Agreement (e.g., fail to pay any charge when due) and such
failure continues for thirty (30) days after receipt of written noUoe, you shall be in default and Cerium may terminate this
Agreement and exercise any available rights. Upon termination by Cohum, you shall be liable for cancellation and/or
termination charges and any other applicable charges.
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DocuSign Envelope ID: A8267155-4826-48DC-ABB2-945A5B59CC70
Amvanlepm,ny Advanced Support
Cerium Sales Order w/8679-Z021
9. D|GPUTEG—A. Any controversy orclaim, whether based oncontract, tort, strict liability, fraud, misrepresentation, orany
other legal theory, related directly urindirectly onthis Agreement ("Dispute")shall be resolved solely inaccordance with the
terms ovthis Section 8.
B. If a Dispute arises, the parties will endeavor to resolve the dispute through good faith negotiation within seventy-five (75)
days ofnotification of the Dispute.
C. Any Dispute you have against Cerium with respect oothis Agreement must ha brought in accordance with this Section 9
within thirty (8O)days after the cause ofaction arises.
10. FORCE MAJEURE — Cerium shall have no liability for delays, failure in performance or damages due to: fire, explosion,
power failures, pest damages, lightning or power surges (except as provided in Section 41), strikes or labor disputes, water,
acts of God, the elements, war, civil disturbances, acts of civil or military authorities or the public enemy, inability to secure
raw matoha|o, transportation toui|iUoo, fuel orenergy shortages, pahbrmonoa nravailability ofcommunications services or
nomvu,h 0oci|itieu, unauthorized use of the Pmdudo, or other rnvona beyond Cerium's control whether or not similar to the
foregoing.
11. ASG|GNMENT—NeithorportYmoymouignthioAgmomantwithout the prior written consent ofthe other party, which
consent shall not be unreasonably withheld. Howovn,. Cerium may assign this Agreement to u present o,future affi|iaue,
auhaidiary, successor nrdistributor ormay assign its right to mooiva payment without your consent. Further, such consent
shall not be required if Customer assigns this Agreement to an affiliate, subsidiary, or in connection with a merger, acquisition,
orsale ofall orsubstantially all ofits assets.
12. SUBCONTRACTING — Cerium may subcontract work to be performed under this Agreement, but shall retain responsibility
for the work.
13. GENERAL —& Any supplement, modification or waiver of any provision of this Agreement must be in writing and signed
byauthorized representatives ofboth parties.
B. If either party fails to enforce any right or remedy available under this Agreement, that failure shall not be construed as a
waiver of any right or remedy with respect to any other breach or failure by the other party.
C. You certify that the Services acquired hereunder are intended for your use in the ordinary course of your business and not
for the purpose ofresale.
D. This Agreement shall be governed by the local laws (as opposed to the conflict of law provisions) of the State of Washington.
F. THIS AGREEMENT IS THE ENTIRE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE PRODUCTS
AND SERVICES PROVIDED HEREUNDER AND SUPERSEDES ALL PRIOR AGREEMENTG, PRDPOSALG,
COMMUNCIATIONS BETWEEN THE PARTIES AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL.
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Parties shall maintain confidences mthe extent possible maccordance with state law.
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