Ad Hoc Consulting Package Agreement
Terms and Conditions
The Carbon Black, Inc. (“Company”) Ad Hoc Consulting Package (the “Package”) provides professional services to assist You in gaining expertise in using your production deployments of one of the following Company products (hereinafter the “Product”):
- Cb Protection
- Cb Response
- Cb Response Cloud
- Cb Defense
(hereinafter the “Project”).
Company agrees to perform and You agree to pay, in accordance with the Sales Order, for the Package as described below. Company’s assigned technical services consultant(s) (“TSC”) will provide recommended best practices advice and product knowledge transfer to enable You to make better use of your deployment of the Product. The Project is limited to production deployment of the Product.
The Package requires the following:
- You will designate a single person as a designated service requester, and a back-up, who is authorized by You to request services from Company.
- You will designate appropriate personnel (“Appropriate Personnel”) to participate for the full duration of the Project’s working sessions
- Appropriate Personnel will have completed the related Products Administrator training
- You must have previously purchased professional services for your Products implementation
Company’s assigned TSC will work with You remotely from Company locations. The TSC will provide the requested working sessions for up to the purchased professional service hours.
The Cb Protection request topics may include, but are not limited to:
- creating custom rules
- using information feeds
- assisting with agent performance needs
- supporting adjustments to operational needs
The Cb Response or Cb Response Cloud working session topics may include, but are not limited to:
- creating and tuning alerts
- creating watchlists
- using information feeds
The Cb Defense working session topics may include, but are not limited to:
- creating and using alerts
- creating policies & rules
- configuring integrations
- configuring advanced policies
- leading Q&A sessions
PROFESSIONAL SERVICES HOURS INCLUDED IN EACH PACKAGE Up to 8 hours
The Package does not include the following:
- Remediation/removal of unauthorized, malicious, or unwanted files
- Incident response investigation
- Troubleshooting integration or infrastructure issues when deemed to be non-Company product issues
NOTE: Health check and upgrade assistance is covered by Company’s Health Check Packages.
After your purchase of the Package, You will receive an email notification with instructions on engaging our professional services team.
Cancellations: Company will decrement the allotted hours for any planned remote session time on a per resource basis that is cancelled within four (4) hours of the scheduled time.
All professional services are delivered during normal business hours, Monday – Friday, 8:30AM – 5:30PM, based on the delivery location’s time zone.
Except as may be otherwise expressly provided hereunder, the Package shall be governed by the terms and conditions of the end user license agreement that You entered into with Company, with the limitation of liability described therein being the fees paid for the Package.
Company warrants that the Project will be performed in a professional and workmanlike manner consistent with industry practice. Your sole and exclusive remedy for any breach of the foregoing warranty is that Company shall, if written notice is provided not later than thirty (30) days after completion of the applicable services, re-perform such services or refund the fee paid for such services. THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Company is an independent contractor, and the above terms and conditions shall not be construed to establish any form of partnership, agency or other joint venture of any kind between You and Company, nor to constitute either party as the agent, employee or legal representative of the other. If Company’s performance of any of its obligations under the Package shall be interfered with by reason of any circumstances beyond its reasonable control, Company shall be excused from such performance while such circumstances exist and such additional period as may be reasonably necessary to allow Company to resume its performance.
All written materials, including programs, files, specifications and documentation and any work product, patents, information, inventions or copyrightable material that are produced by Company as part of the services provided shall be the sole property of Company. You are granted a limited, non-exclusive license to use such material to the extent necessary to obtain the benefits contemplated by the license of the Software.
Capitalized terms used but not defined herein have the meanings assigned to them in the end user license agreement. Company will schedule the services to be completed no later than 365 days from receipt of the Sales Order, unless otherwise agreed to in writing by Company and You, Company’s obligation to deliver the services shall expire 365 days from receipt of the Sales Order. All fees paid under the Sales Order are non-refundable.
BY PURCHASING THE PACKAGE, YOU REPRESENT AND AGREE (ON BEHALF OF YOUR BUSINESS ENTITY) THAT YOU HAVE THE CAPACITY AND AUTHORITY TO BIND YOUR ENTITY TO THESE TERMS, THAT YOU HAVE READ ALL OF THE ABOVE TERMS AND CONDITIONS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.