EXHIBIT A
DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 A. ARCTIC
r--~ WOLF
THE LEADER IN SECURITY OPERATIONS
Arctic Wolf Solutions Agreement - Frequently Asked Questions Thank you for reviewing the Arct ic Wolf Solutions Agreement. We appreciate your interest in becoming a customer of Arct ic Wolf.
We hope the below information will help you better understan d how Arctic Wolfs security so lutions (the "So lution" or "Solution s") contracting model works.
Please note that this informati on is not considered part of the contract at any time . This is provided for information purposes only.
Who is Arctic Wolf?
• Arctic Wolf is a cybersecurity company that provides security operations Solutions, includin g managed detection and respon se, managed risk, and manag ed security awareness to mitigate our custome rs' exposure to cyber threats. • We offer standa rd, highly configurable , Solutions to our customers which allows us to leverage the power of sca le across our customer base to deliver cost effective and operationally efficient Solutions. • Arctic Wolfs customers may subscribe to and license for the purchased Subscription Term the right to rece ive and use, in whole or in part, the various Solutions offered by Arct ic Wolf. All customers subscr ibing to a particular Solution are on the same release using the same operational infrastructure and the same security and support operations for such Solution.
Who is the Authorized Partner?
Arctic Wolf leverages its channel partner relati onships (its "Authorized Partner s") to resell our Solutions to our customer s. The Authorized Partner may be selected by you or introduc ed to you by Arct ic Wolf.
The Authorized Partners act as the financial arm in our transaction s with yo u. You contract directly with the Authorized Partner related to purchase and payment of your subscription to our Solutions. The Authorized Partners are not involved in the delivery of our Solutions and, therefor e, are not contemplated in the obligations and liabiliti es within the Solutions Agreement related to the deliv ery of our Solutions to you. You and the Authorized Partner will have separate contractual terms in place to address the financial aspects of the subscription transaction.
What data do you provide to Arctic Wolf?
Arctic Wolf monitors systems telemetry data received from our customers via the sensors , scanners and agents our customers install within their environment. The systems telemetry data allows us .to identify potential security threats that may impact your environment. Systems telemetry data may include names , email addresses , phone numbers , usernames , passwords IP Address , geolocation data , deviceID, and other system log metadata. Arctic Wolf should not receive other more sensitive information , including the content of your business files , your customer ' s business infom1ation, soc ial security numbers , financial informati on, etc.
We trust that our customers have appropriate system and operational controls in place to prevent disclosure of such information to us.
Why does Arctic Wolf reserve the right to change certain terms within the Solutions Agreement? Like other subscription-based solutions providers , customer-generic te1ms that apply across our customer base are set forth as url links within the overarching Solutions Agreement. This allows Arctic Wolf to maintain consistency in the Solutions across its customers.
To address any customer concerns related to this model , Arctic Wolf: (i) provides that the url terms are last in line from an order of precedence ; (ii) agrees that we will not materially decrease the features and functionalities during any customer then-current Subscription Term; (iii) provides notice of the change; and (iv) allows customers to object to any specific modification for the remaining period of their then-current Subscription Term.
Does Arctic Wolf offer service levels?
Arctic Wolf provides for respon se time service levels. These service levels can be found in the Managed Detection and Response Solutions Terms located at https ://arcticwolf.com /terms/. These terms are password protected. Please contact your sales representative for the password.
Does Arctic Wolf offer termination for convenience?
As a subscription Solution, Arctic Wolf does not allow for te1mination for convenience . Arctic Wolf relies on committed subscription terms , in part, to manage our dedicated CST reso urce model.
We have special data security requirements. Can we include our security and privacy requirements in the Solutions Agreement?
©2020 Arctic Wolf Netw ork s. Inc. All r ights reserved. I Public Page 1 of 13 DocuSign Envelope ID DA533639 -36AF-4A9B-B6C9-2C06F7 A9FBB8 We are unable to include customer specific data sec urity requirements in our So lutions Agreement. We offe r a consistent Solution across our custo mer base. Arctic Wolf maintains the same IT sec urity contro ls and processes for all customers. These controls and processes are reflecte d in our SOC2 Type Ll Repo rt and its ISO 270 01 certification.
Where is the Statement of Work for the services described in the Solutions Agreement? Arctic Wo lfs prov ides a subscripti on Solution that, depending on the Soluti on, is compri sed of hardwar e, software and services. All designated components of the Solution are required to use and receive the Solutions. While services are an important part of the Soluti on, we do not define the services compon ent of the Soluti ons as separate " profess ional services". Unlike a traditi onal professiona l service offe ring, the services do not include deliverables and are not subject to acce ptance.
Can we make changes to the Beta Terms?
Because participation in the beta programs is completely voluntary and there is no cost for participation, we do not agree to modifications to the beta terms.
We are a Covered Entity under IDPAA. Can we use our Business Associate Agreeme nt? Arctic Wolf should not rece ive PHI durin g the delivery of the Solution s to you, nor does Arctic Wolf process PHJ on yo ur behalf.
Accordin gly, Arctic Wolf is not a business assoc iate under HIP AA. Arct ic Wolf appreciates that certain customers may take a conservative approac h and requir e a business assoc iate agreement (BAA) to cove r the exc hange of any inadvertently disclosed PHI provided durin g our relationship. Given this, Arctic Wolf is amenable to exec ution of its templ ate BAA in which eac h party' s liabilities and requirements are strictly construed to HIP AA requirements and incorporates such terms by url refe rence in the Solutions Agreement.
(For information purposes only, this FAQ does not form part of any contract) Arctic Wolf Networks - Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8
SOLUTIONS AGREEMENT
(Direct)
This Solutions Agreement (the "Agreemenf') is a legal agreement entered into by and between the Customer identified in the signature block below ("Customer ') and Arctic Wolf Networks , Inc. ("Arctic Wolf ') and governs any order forms, quotes, or other ordering document ("Order Form ") executed by the Customer that reference this Agreement. An Order Form will be issued to Customer by Arctic Wolf. This Agreement is effective on the date last executed in the signature block below (the "Effective Date"). This Agreement permits Customer to purchase subscriptions to the Solutions, as defined below, identified in the Order Form from Arctic Wolf and sets forth the terms and conditions under which those Solutions will be delivered . The Agreement consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this Agreement. If there is a conflict between the terms below, the Order Form, or the terms set forth in an URL referenced herein (such URL terms, the "Terms "), the documents will control in the following order: the Order Form, this Agreement, and the Terms.
In consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , the parties agree as follows :
1. Scope.
1.1 Solutions. Customer will purchase and Arctic Wolf, together with its Affiliates, will provide the specific products and services (each a "Solution" or collectively, "Solutions ") as specified in the applicable Order Form. For purposes of this Agreement , "Affiliate" means any company or other entity, which directly or indirectly controls, is controlled by or is under joint control with Arctic Wolf.
A Solution will be comprised of the following components:
Managed Detection & Response
Solution
Software The object form of any software ,
including any operating system
software included in the Equipment,
and add-ons offering enhanced
features and functionality made
generally available to Arctic Wolf
customers from time-to-time
Equipment Virtual appliances or physical sensors
Content N/A
Content Management N/A
Hosting Environment
Services Support , onboard ing services, and
services provided by Security
Services , all as described in the
Solutions Terms (defined below)
Professional Services As agreed by the parties in
accordance with Section 3
Platform One (1) vSensor 100 series
Unlimited data ingestion
Access to the Customer Portal
Use of the Arctic Wolf Agent
90-day Log Retention (unless another
retention period is purchased bv
Arctic Wolf Networks - Solu tions Agreement
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Managed Risk Solution Managed Security Awareness
I Managed Security
Awareness + Solution
The object form of any software, N/A
including any related to virtual
Equipment , if applicable , any
operating system software included
in the Equipment, and add-ons
offering enhanced features and
functionality made generally
available to Arctic Wolf customers
from time-to-time
Virtual appliances or physical N/A
scanners
N/A Online access and download
rights, if licensed by Customer ,
to Customer learning content
and Content Compliance Pack
within the Administrator
Dashboa rd and/or Content
Library
N/A Access to and use of a cloud-
based learning management tool
(the "Administrator Dashboard")
and metrics related to the use of
the Content by Customer 's users
Support , onboarding services, and Support , onboarding services, services provided by Security and Content modification
Services , all as described in the services , all as described in the Solutions Terms (defined below) Solutions Terms (defined below) As agreed by the parties in As agreed by the parties in accordance with Section 3 accordance with Section 3
Unlimited data ingestion N/A
Access to the Customer Portal
Use of the Arctic Wolf Agent
DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 Customer and set forth on an Order
Form)
1.2 License Grant. The Solutions are provided on a subscription basis for a set term designated on the Order Form (each, a "Subsc ription Term") for the one-time costs and subscription fees set forth therein (the "Fees"). Provided Customer is in compliance with the terms of this Agreement, including payment of Fees, Arctic Wolf grants to Customer a limited, non-transferable, non-sublicensable, non-exclusive right and/or license during the Subscription Term, to the extent a component of the Solutions being licensed by Customer as set forth in Section 1.1 above, to:
(i) Install, use and access the Software ,
(ii) Use the Equipment for purposes of the use of the Solutions, (iii) Obtain and use the Services in conjunction with Customer's use of the Solutions , (iv) Load Customer 's users and associated information for delivery of Content and use of the Administrator Dashboard , (v) Access the Customer Portal and/or Administrator Dashboard , as applicable, subject to the Privacy Notice located at https://arcticwolf.co m/privacy-policy-for- customer-portal-users/ , as may be updated from time-to-time in accordance with Section 13 below (the "Privacy Notice") ,
(vi) Access and use the Platform features and functionality , (vii) Use Arctic Wolf Trademarks included in the Content in accordance with the Solutions Terms, and (viii) Distribute, display, transmit, and, if licensed by Customer, download certain Content in electronic format.
Customer may access and use the Solutions, and any Documentation associated therewith , solely for its own internal business purposes and in accordance with the terms and conditions of this Agreement , such associated Documentation, any scope of use restrictions and license counts , including by server, user, or such other licensing metric designated in the applicable Order Form, and the Solutions Terms found at https://arcticwo lf.com/terms/so lutionsterms/ , as may be updated from time to time by Arctic Wolf in accordance with Section 13 herein (the "Solut ions Terms"). "Documentation" means user manuals, training materials, product descriptions and specifications, and other printed information relating to the Solution, as in effect and generally available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials.
1.3 Future Functionality. Subject to the warranties set forth in Section 10, Customer agrees that it has not relied on the promise of availability of any future functionality of the Solutions or any other future product or service in executing this Agreement or any Order Form.
Customer acknowledges that information provided by Arctic Wolf regarding future functionality should not be relied upon to make a purchase decision. Should Arctic Wolf offer additional optional functionality in the future that complement the Solutions, Custome r may elect to subscribe to and obtain a license to the optional functiona lity for an additional fee.
1.4 Reserved.
1.5 Beta Solutions.
1.5.1 From time-to-time Arctic Wolf may invite Customer to try, at no charge , Arctic Wolf products, features, or functionality that are not generally available to Arctic Wolfs customers ("Beta Solutions"). Customer may accept or decline any such trial in its sole discretion. Any Beta Solutions will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import.
1.5.2 Restrictions and Disclaimers. Beta Solutions are provided for evaluation purposes and not for production use, are not supported , may contain bugs or errors, and may be subject to additional terms. To the full extent permitted by applicable U.S. and foreign consumer protection laws, Beta Solutions are not considered Solutions hereunder and are provided solely and exclusively "AS IS" with no express or implied warranty of any kind. TO THE FULL EXTENT PERMITTED BY APPLICABLE U.S. AND FOREIGN CONSUMER PROTECTION LAWS, (THE "CONSUMER PROTECTION LAWS"), CUSTOMER ASSUMES AND UNCONDITIONALLY RELEASES ARCTIC WOLF FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY BETA SOLUTIONS . Arctic Wolf may discontinue the Beta Solutions at any time in its sole discretion and Arctic Wolf will make reasonable efforts to provide Customer with advanced notice of any such discontinuance. Arctic Wolf does not promise or represent that Beta Solutions will be made generally available.
1.5.3 NO DATA RETENTION . ANY DATA ENTERED INTO THE BETA SOLUTIONS MAY BE PERMANENTLY LOST UNLESS CUSTOMER :
(i) PURCHASES A SUBSCRIPTION TO THE COMMERCIALLY AVAILABLE VERSION OF THE BETA SOLUTIONS AS MAY BE MADE AVAILABLE BY ARCTIC WOLF; OR (ii) TO THE EXTENT POSSIBLE , EXPORTS SUCH DATA PRIOR TO TERMINATION OF THE BETA SOLUTIONS.
1.5.4 LIMITED LIABILITY. TO THE FULL EXTENT PERMITTED BY LAW, INCLUDI NG THE CONSUMER PROTECTIO N LAWS, ARCTIC
WOLF'S ENTIRE LIABILITY IN CONNECTION WITH ANY USE OF THE BETA SOLUTIONS WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT, AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGREGATE, EXCEED $50. IF CUSTOMER
DOES NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATEL Y DISCONTINUE THE USE OF THE BETA SOLUTIONS .
1.5.5. Despite anything to the contrary in this Agreement, Customer acknowledges that (a) Beta Solutions may not be supported and may be changed at any time, including in a manner that reduces functionality, (b) Beta Solutions may not be available or reliable, and (c) Beta Solutions may not be subject to the same security or audits as the Solutions.
1.6 IR JumpStart . In the event Customer's Order Form includes the license of IR JumpStart, Customer agrees that the IR JumpStart Agreement located at https://arcticwolf.com/terms/ shall apply . If Customer is a managed service provider Authorized Partner ("MSP"), MSP, as Customer, understands that the IR JumpStart Agreement is an agreeme nt between Arctic Wolf and MS P's end user and MSP is reselling IRJS to its end user.
2. Equipment. If the Order Form specifies that Customer will receive Equipment, then Customer is respons ible for installing the Equipment at the location(s) specified by Arctic Wolf and for the implementation of appropriate data protection practices related to the protection of any Arctic Wolf Networks -Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 information included on such Equipment while the Equipment is located within Customer 's environment. The Equipment is a part of the Solutions and included with the subscription to the Solutions for use by Customer during the Subscription Term. If Customer attempts to install or use the Equipment at a location other than the location determined by Customer and communicated to Arctic Wolf during onboarding or at any time thereafter, the Solutions may fail to function or may function improper ly. In the event Customer installs , uses , or relocates the Equipment , Customer will promptly notify Arctic Wolf so that Equipment deployment information can be updated within Customer's account. Other than norma l wear and tear, Customer is directly responsible for the replacement cost of the Equipm ent associated with any loss, repair, or replacement , including any other costs, damages, fees and charges to repair the Equipm ent. If applicable, Arctic Wolf will ship Equipment to Customer and will pay the freight costs associated with shipping the Equipment to Customer's designated locations. Customer is responsible for all additiona l costs and expenses associated with shipping the Equipment to its designated locations and for the return of the Equipment to Arctic Wolf. Such additional costs and expenses may be reflected on an Order Form, from time-to-time following shipment of the Equipment and will be invoiced by Arctic Wolf. Customer understands and agrees if the Equipment is shipped outside of the United States or Canada (or such other locations identified by Arctic Wolf), Customer is responsible for acting as the importer of record .
3. Professional Services. In the event Arctic Wolf and Customer agree on the delivery of Professional Services, any such Professional Services shall be specified on an Order Form and described in a statement of work which shall reference this Agreement.
4. Reservation of Rights and Ownership. Arctic Wolf owns or has the right to license the Solutions and any associated Documentation ("Arctic Wolf Technology"). Customer acknowledges and agrees that : (a) the Arctic Wolf Technology is protected by United States and international copyright, trademark , patent, trade secret and other intellectual property or proprietary rights laws ; (b) Arctic Wolf retains all right, title and interest (including , without limitation, all patent, copyright, trade secret and other intellectual property rights) in and to the Arctic Wo lf Technology, excluding any rights, title, and interest in any Third Party Products (as defined in Section 10.3 below) which shall be retained by its third party licensor(s), any other deliverables, know-how, databases, deve loped programs, and registered or unregistered intangible property rights ; (c) there are no implied licenses and any rights not expressly granted to Customer hereunder are reserved by Arct ic Wolf ; (d) the Solution , excluding Professional Services , is licensed on a subscription basis, not sold, and Customer acquires no ownership or other interest (other than the license rights expressly stated herein) in or to the Arctic Wolf Technology; and (e) the Solution is offered as an on-line , hosted solution , and Customer has no right to obtain a copy of the Software.
5. Restrictions, Responsibilities, and Prohibited Use.
5.1 Restrictions . Customer agrees not to, direct ly or indirectly: (i) modify , translate, copy or create derivative works of the Arctic Wolf Technology except as otherwise expressly permitted under applicab le U.S. and foreign copyright laws ("Copyright Laws") which may not be excluded by agreement between the parties ; (ii) reverse engineer, decompi le, disassemble, or otherwise seek to obtain the intellectual property contained within Solutions, except as otherwise express ly permitted under the Copyright Laws which may not be excluded by agreement between the parties; (iii) interfere with or disrupt the integrity or performance of the Solutions or the data and information conta ined therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to gain unauthorized access to the Arctic Wolf Technology or related systems or networks; (v) remove or obscure any proprietary or other notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology; (vi) unless Customer is an authorized MSP partner of Arctic Wolf, use the Solutions in connection with a service bureau, service provider or like activity whereby Customer operates or uses the Solutions for the benefit of a third party; (vii) use the Solutions to monitor or scan any environments for which Customer has not received consent; or (viii) with respect to Customer's subscription to the Managed Security Awareness Solution, include material or information that is obscene, defamatory , libelous , slanderous, that violates any person's right of publicity, privacy or personality, or otherwise results in any tort , injury , damage or harm to any person. Customer agrees to abide by the terms of the Acceptable Use Policy at https ://arcticwolf .com/terms /acceptable-user-poli cy/, as may be updated from time-to-time in accordance with Section 13 below. If Arctic Wolf, in its reasonable discretion, determines that Customer's use of or access to the Solutions imposes an actual or immin ent threat to the security or stability of Arctic Wolfs infrastructure or that Customer is abusing its use of the Solutions in contravention with the terms of this Agreement , Arctic Wolf may, in addit ion to any other right herein, temporarily suspend Customer's access to the Solutions, without liability except as otherwise provided by Consumer Protection Laws, until such activity is rectified. If commercially practicable, Arctic Wolf shall provide Customer with notice prior to any such suspensio n and shall work with Customer in good faith to reinstate the Solutions promptly .
5.2 Arctic Wolf Responsibilities. Arctic Wolf shall provide the Solutions Customer subscribes to as set forth on an Order Form in accordance with the terms of this Agreement, as further described in the Solutions Terms. The Solutions provided under this Agreement shall includ e any updates, upgrades, bug fixes , version upgrades or any similar changes that are made generally available to Arctic Wolfs customers free of charge from time to time during the Subscription Term.
5.3. Customer Responsibilities. Customer must identify the administrative users for its account which may include Customer's authorized (email authorizat ion sufficient) third party service providers and agents ("Administrators"). Each Administrator will receive an administrator ID and password and will need to register with Arctic Wolf . Customer is responsible for notifying Arctic Wolf about changes to Administrators, including but not limited to termination, change of authority, and the addition of Administrators. Customer acknowledges and agrees that Administrators will be able to view all Solutions Data and other traffic and activities that occur on Customer's network and that Customer is responsible for all activities that occur under Administrator accounts. Administrator IDs are granted to individual, named persons and cannot be shared or used by more than one Administrator but may be reassigned from time-to-time to new Administ rators. Notwithstanding anything contra ry herein, Customer understands and agrees that transmission of Solutions Data to Arctic Wolf may be impacted by in-country technical issues and requirements. Arctic Wolf will provide reasonable assistance to Customer in such instances but is not liable if the Solutions Data cannot be transmitted outside of such country. Customer is responsible for implementing appropriate internal procedures and oversight to the extent it utilizes the configuration of workflows and processes, including but not limited to containment actions, and similar functionalities in conjunction with the Services . Arctic Wolf may recommend Customer, depending on the scope of the deployment, implement software and services to enable features of the Solutions or to permit increased visibility into Customer's environment. Customer is responsible for making such determinations in its discretion and Arctic Wolf has no liability for Customer 's decisions related thereto . Customer acknowledges that any changes Customer makes to its code , infrastructure or configuration of the Solutions after initial deployment may cause the Solutions to cease working or function improperly or could prevent Arctic Wolf from delivering the Solutions and Arctic Wolf will have no responsibility for the impact Arctic Wolf Networks - Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 of any such Customer changes. Customer understands that depending on the Solution deployed, a Solution may consume additional CPU and memory in Customer 's environment while running in production.
5.4 Anti-corruption. In no event shall Arctic Wolf be obligated to take any action (including the shipping of any product or the provision of any service) or omit to take any action that Arctic Wolf believes in good faith would cause it to be in violation of any U.S. or foreign laws or regulations, including, without limitation , the U.S. Foreign Corrupt Practices Act (the "FCPA '). Neither party will (i) attempt to, directly or indirectly, improperly influence the sale or purchase of products by payments or other actions contrary to law or regulation, or (ii) take any action or permit or authorize any action that would violate or cause a party to violate the FCPA, the UK Bribery Act, or other applicable anti-corruption laws or regulations. Neither party will, for the purpose of influencing any act or decision to obtain or retain business or direct business to any person, pay, offer or promise to pay, or authorize the payment of, directly or indirectly, any money or anything of value to or for the use or benefit of any of the following: (a) any government official (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or any representative of any public international organization, or any person acting in any official capacity for or on behalf of any government, state-owned business or public organization); (b) any political party, official thereof, or candidate for political office; or (c) any other person if a party or any respective partner, officer, director, employee , agent, representati ve or shareholder of such party knows or has reason to suspect or know that any. part of such money or thing of value will be offered, given or promised, directly or indirectly, to any of the above identified persons or organizations . Each party acknowledges and agrees that none of its officers, directors, employees, agents or representativ es is a government official or employee or an official or employee of any department or instrumentality of any government, nor is any of them an officer of a political party or candidate for political office, who will share directly or indirectly any part of the sums that may be paid pursuant to performance of this Agreement; and each party agrees to immediately notify the other party should the foregoing change during the term of this Agreement. Each party represents and warrants that neither this Agreement nor the performance of or exercise of rights under this Agreement is restricted by, in conflict with, requires registration or approval or tax withholding under, or will require any termination or expiration, compensation, or any compulsory licensing under, any applicable law or regulation of any country or other governmental entity, and each party will not make any claim to the contrary (each party is relying on this representation and warranty, among other provisions of this Agreement, in entering this Agreement and would not enter this Agreement in its absence).
5.5 Trade Controls. Customer understands that the Solutions may be subject to the export control, economic sanctions, customs, import, and anti-boycott laws, regulations , and orders promulgated or enforced by Canada , the United States, Customer's jurisd ictions of incorporation and operations, and any other country or governmental body having jurisdiction over the parties to this Agreement ("Trade Controls"). Customer shall ensure that the Solutions are not re-exported, provided or transferred to any person or entity listed on any restricted or prohibited persons list issued by Canada, the United States, Germany, or any governmental authority of any applicable jurisdiction , including but not limited to the Bureau of Industry and Security's Denied Persons, Entity, or Unverified List or the Office of Foreign Assets Control's Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, or Sectoral Sanctions Identifications List (collectively, the "Restricted Persons Lists"). Customer represents and warrants that it and its shareholders, members , partners, or other owners are not listed on, or owned 50% or more, collectively or individually , by anyone on a Restricted Persons List. Customer shall not use the Solutions (a) for a military application, wherever located; or (b) with knowledge or reason to know that the Solutions will be used for nuclear, chemical, or biological weapons proliferation or (c) for any other end use or by any end user otherwise prohibited by applicable Trade Controls. Upon request by Arctic Wolf, Customer will complete and provide an end use certificate in the form requested by Arctic Wolf. Arctic Wolf may suspend and/or cancel the export, delivery, and or servicing of the Solutions, if: (i) Arctic Wolf has not received requested end-user certifications; (ii) Arctic Wolf has not received any government approvals required to comply with Trade Controls, or (iii) Arctic Wolf believes that such activity may violate any Trade Controls. If the Solutions are resold or transferred in violation of any Trade Controls or the provision of this Agreement , Arctic Wolf shall not be obligated to provide any warranty service or technical support for such Items.
5.6 Public Entity Customers. If Customer is a public entity, Customer acknowledges and agrees this Agreement is the sole set of terms governing the delivery of the Solutions to Customer and for the avoidance of doubt, terms related to acceptance related to any services or work product shall not apply. The terms of any request for proposal(s), request for information, invitation to qualify, purchasing agreement or cooperative contract, or similar agreement Customer is using to purchase the Solutions (as defined below) from an Authorized Partner do not apply to Arctic Wolf. Further, Customer understands , and hereby consents, that Solutions Data may be accessed and processed by Arctic Wolf and its non-US Affiliates and their non-US citizen employees and Arctic Wolfs authorized third-party service providers in the United States, Europe , or other locations around the world.
Customer represents that in purchasing the Solutions, (i) Customer is not relying on Arctic Wolf for performance of a federal prime contract or subcontract and (ii) Customer is not receiving federal funds to purchase the Solutions. If Customer does intend to rely on Arctic Wolf Solutions to fulfill its obligations under a federal prime contract or subcontract or utilize federal funds to purchase the Solutions , Customer agrees to provide Arctic Wolf advance written notice of that intention , and Arctic Wolf shall have the option to terminate this Agreement.
Technology is a "commercial item", "commercial computer software" and "commercial computer software documentation ," pursuant to DFARS Section 227.7202 and FAR Sections 12.211-12.212, as applicable. All Arctic Wolf Technology is and was developed solely at private expense and the use of Arctic Wolf Technology by the United States Government are governed solely by this Agreement and are prohibited except to the extent expressly permitted by this Agreement.
Customer represents it has the requisite authority to enter into and perform under this Agreement.
6. Fees, Payment, Taxes, and Audit.
6.1 Fees, Payment, & Taxes. Pricing for the Solutions will be specified on an Order Form. All fees are payable in the currency set forth in the Order Form and are non-cancelable and non-refundable EXCEPT AS REQUIRED BY CONSUMER PROTECTION LAWS, ARCTIC WOLF
IS NOT OBLIGATED TO REFUND ANY FEES OR OTHER PAYMENTS ALREADY PAID, AND ANY CANCELLATION BY CUSTOMER WILL TAKE PLACE AT THE END OF THE APPLICABLE SUBSCRIPTION TERM, UNLESS ARCTIC WOLF OTHERWISE AGREES IN WRITING.
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OocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 Delinquent amounts shall bear interest at a rate equal to the lesser of one and one-half percent (1.5%) per month (eighteen percent (1 8%) per year) or the maximum rate permitted by law, whichever is less. If Customer fails to make any payment s due under this Agreement or an applicabl e Order Form, Arctic Wolf shall notify Customer of such nonpayment . If a payment that is due remains unpaid for ten (10) days after Arctic Wolf provides Customer with notice of such nonpayment , Arctic Wolf may cease providing the Solutions without any liability to Arctic Wolf. The amounts payable to Arctic Wolf are exclusive of any sales tax, use tax, excise tax, VAT, GST, HST, or similar taxes ("Indirect Taxes "). Customer is solely responsible for payment of all Indirect Taxes. If Customer is required to pay any Indirect Taxes, Customer shall pay such Indirect Taxes with no reduction or offset in the amounts payable to Arctic Wolf hereunder and Customer will pay and bear such additional amount as shall be necessary such that Arctic Wolf receives the full amount of the payment required as if no such reduction or offset were required. If Arctic Wolf has the legal obligation to pay or collect Indirect Taxes for which Customer is responsible, Customer authorizes Arctic Wolf to charge Customer for such amount. If Customer believes that Arctic Wolf has billed Customer incorrectly , Customer must contact Arctic Wolf no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared to receive an adjustment or credit. Inquiries should be directed to Arctic Wolfs customer support department.
6.2 Audit. During the term of this Agreement and for one year thereafter, Customer shall provide Arctic Wolf, or its designated representative , promptly upon request with appropriate records requested by Arctic Wolf to verify Customer's compliance with the Agreement , including specifically its license counts as set forth on an Order Form. Arctic Wolf, at its option , may require that an executive officer of Customer certify in writing to Customer's compliance with this Agreement and disclose the scope of use of the Solutions by Customer. If, because of such audit, Arctic Wolf determines that Customer has exceeded the number of licenses subscribed to by Customer on an Order Form, Arctic Wolf will notify Customer of the number of additional licenses, along with the associated Subscription Fees prorated through the end of the then-current Subscription Term, and Customer will remit payment for such Subscription Fees in accordance with this Section 6.
7. Confidentiality. Either party (as a "Discloser' ') may disclos e confidential and proprietary information, orally or in writing ("Confidential Information ") to the other party (as a "Recipient''). Confidential Information (a) shall be marked with a restrictive legend of the Discloser or, (b) if orally or visually disclosed to Recipient by Discloser , or disclos ed in writing without an appropriat e letter, proprietary stamp or legend , shall be confidential if it would be apparent to a reasonable person that such information is confidential or proprietary. Confidential Information of Arctic Wolf includes the following: any pricing, trade secrets, know-how, inventions (whether or not patentable), techniques, ideas, or processes related to the Arctic Wolf Technology ; the design and architecture of the Arctic Wolf Technology; the computer code, internal documentation , and design and functional specifications of the Arctic Wolf Technology; Arctic Wolfs security and privacy due diligence material such as SOC2 reports, security and privacy questionnaire responses & memos; and any intellectual property and know-how included in the problem reports, analysis , and performance information related to the Arctic Wolf Technology. Confidential Information of Customer may include the following:
(i) If the MA or MA+ Solution is deployed: User setup details, including email , work title, and name; Solution metrics related to such Users, including your Users' learning status , training scores, and Phishing results associated with such Users' use of the Solution (collectively "Learner Data "); Customer created and owned content, if any; and (ii) If MOR and/or MR Solutions are deployed : Solutions Data (as defined in Section 8.1 below).
Each party agrees to hold the other party's Confidential Information in strict confidence , not to disclose such Confidential Information to third parties not authorized by the Discloser to receive such Confidential Information, and not to use such Confidential Information for any purpose except as expressly permitted hereunder and as described in the Privacy Notice. Each party agrees to take commercially reasonable steps to protect the other party's Confidential Information and to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this Agreement. The Recipient may disclose Confidential Information only: (a) with the Discloser 's prior written consent ; or (b) to those employees , officers , directors , agents, consultants, third party service providers , and advisors with a clear and well-defined "need to know" purpose who are informed of and bound by confidentiality obligations no less restrictive than those set forth in this Section 7.
Notwithstanding the foregoing , the Recipient may disclose Confidential Information to the extent required by law; however, the Recipient will give, to the extent legally permissible and reasonably practical, the Discloser prompt notice to allow the Discloser a reasonable opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain confidential and subject to the protections and obligations of this Agreement. For the avoidance of doubt, Arctic Wolf may share Customer's name with Customer 's services providers to assist Customer in the resolution of technical issues pertaining to the Solutions . To the extent legally required, Arctic Wolf may report any violations of law pertaining to Customer 's use of the Solutions . . The Discloser agrees that the foregoing confidentiality obligations shall not apply with respect to any information that the Recipient can document is: (i) rightfully in its possession or known to it prior to receipt from the Discloser without an obligation of confidentiality ; (ii) or has become public knowledge through no fault of the Recipient ; (iii) rightfully obtained by the Recipient from a third party without breach of any confidentiality obligation; or (iv) independently developed by employees of the Recipient who had no access to Discloser's Confidential Information. Upon expiration or termination of this Agreement for any reason, and except as otherwise provided in Section 14 below, each party shall promptly destroy all copies of the other party's Confidential Information and copies, notes or other derivative material relating to the Confidential Information . Notwithstanding the foregoing , and subject to the Privacy Notice, Arctic Wolf may retain Point of Contact Information which may include first name, last name, corporate email address, phone number , job title, address , and organization hierarchy following termination of this Agreement for its internal business purposes. If a request for disclosure of any information designated as "Confidential" by Arctic Wolf is made under the California Public Records Act, Customer shall timely notify Arctic Wolf in writing of the request to permit Arctic Wolf at its discretion and sole cost to file a reverse-Public Records Act action. If Arctic Wolf decides to file a reverse Public Records Act action, it shall inform Customer in writing of this intention within 10 days of the date of the request for disclosure of the specific Confidential documents that will be the subject of the action, and the date by which it shall file the action. Customer shall withhold any such Confidential documents identified by Arctic Wolf until the date identified in writing by Arctic Wolf, and upon the filing of Arctic Wolf's action shall continue to withhold those Confidential documents until a final decision is made by the Court with respect to disclosure , or the action is abandoned .
If Arctic Wolf does not timely inform Customer of its intention to file a reverse-Public Records Act action, does not file the reverse-Public Records Act action by the date indicated in its written notice to Customer, or abandon s the reverse-Public Records Act action prior to judgment , Customer shall be free to disclose the Confidential documents at issue in accordance with its obligations under the Act, and shall be held harmless from any claims from Arctic Wolf regarding said disclosure . If a legal action is filed against Customer seeking to compel disclosure of any information that Arctic Wolf has requested remain confidential , Customer shall give prompt notice of the filing of such action to Arctic Wolf and Arctic Wolf shall defend and indemnify Customer from all costs and expenses of such defense, including reasonable attorneys' fees of Customer or attorney s' fees awarded by a court arising out of such action .
Arclic Wolf Networks -So lutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8
8. Solutions Data.
8.1 Solutions Data. "Solutions Data " means, depending on the Solution deployed , the operational system log data and any other information provided by Customer in furtherance of its use of the Solutions and which Customer may elect to submit to Arctic Wolf through the Solutions, including, but not limited to operationa l values, event logs, and network data such as flow, HTTPS, TLS, DNS metadata , cursory inventory data, operating systems and versions, users and groups from Active Directory, system level inventory, event data, and network vulnerability data, but excluding Threat Intelligence Data (as defined below). As between the parties, Customer shall retain all right, title and interest (including any and all intellectual property rights) in and to the Solutions Data (excluding any Arctic Wolf Technology used with the Solutions Data). Customer hereby grants Arctic Wolf, during the term of the Agreement, a non-exclusive, worldwide, royalty-free right to collect, use, copy, store, transmit , modify and create derivative works of the Solutions Data solely to the extent necessary to provide the Solutions to Customer . The location of the storage of raw Solutions Data within Arctic Wolfs third party service providers' data centers will be as set forth in the Solutions Terms. "Threat Intelligence Data" means any malware, spyware, virus, worm , trojan, or other potentially malicious or harmful code or files, URLs, DNS data, public IP addresses, network telemetry, commands, processes or techniques, tradecraft used by threat actors, metadata, or other information or data, in each case that is potentially related to unauthorized third parties associated therewith and that: (i) Customer provides to Arctic Wolf in connection with this Agreement, or (ii) is collected or discovered during the course of Arctic Wolf providing Solutions, excluding any such information or data that identifies Customer or to the extent that it includes Personal Data (as defined below) of the data subjects of Customer (but including personal information of threat actors).
8.2 Personal Information . Confidential Information may include information that identifies, relates to, describes, is reasonably capable of being associated with or linked to a particular individual, whether directly or indirectly ("Personal Information "). Customer is responsible for the lawfulness of any such Personal Information and the receipt, use, and processing of it under the Agreement. Customer represents and warrants that, where it provides Personal Information to Arctic Wolf or requests Arctic Wolf collect or process such information , it (1) has complied with any applicable laws relating to the collection or provision of such information, (2) possesses any consents, authorizations , rights and authority , and has given all required notices to individual data subjects as are required to transfer or permit Arctic Wolf to collect, receive , or access any Personal Information for the Solutions, and (3) to the extent required by applicable law, informed the individuals of the possibility of Arctic Wolf processing their Personal Information on Custom er's behalf and in accordance with its instructions .
8.3 European Union and United Kingdom General Data Protection Regula tion. If and to the extent Customer submits to Arctic Wolf personal data (as that term is defined under the General Data Protection Regulation ("GDPR ")) of individuals located in the European Economic Area or United Kingdom , the Arctic Wolf Data Processing Agreement available at https://arcticwolf .com/terms/dpa/ 1 as may be updated by Arctic Wolf from time-to-time in accordance with its terms (the "DPA "), may be executed by Customer and upon execution and return to Arctic Wolf in accordance with its terms will be incorporated into this Agreement. It is Customer's sole responsibility to notify Arctic Wolf of requests from data subjects related to the modification, deletion, restriction and/or objection of personal data. Customer represents and warrants that any processing of personal data in accordance with its instructions is lawful.
8.4 California Consumer Privacy Act. The parties acknowledge and agree that Arctic Wolf is a service provider for the purposes of the California Consumer Privacy Act, as amended by the California Privacy Rights Act ("CCPA ") and may receive personal information (as defined by the CCPA) from Customer pursuant to this Agreement for a business purpose. The parties agree to comply at all times with the applicable provisions of the CCPA in respect to the collection, transmission, and processing of all personal information (as defined by the CCPA) exchanged or shared pursuant to the Agreement. Arctic Wolf shall not (i) sell any such personal information; (ii) retain, use or disclose any personal information provided by Customer pursuant to this Agreement except as necessary for the specific purpose of performing the Solutions for Customer pursuant to this Agreement or as permitted by the CCPA; (iii) retain, use, or disclose such personal information for a commercial purpose other than providing the Solutions unless otherwise explicitly permitted under the Agreement ; or (iv) retain, use, or disclose such personal information outside of the direct business relationship between Customer and Arctic Wolf unless otherwise permitted under the Agreement. The terms "personal information," "service provider," "sale," and "sell" are as defined in Section 1798.140 of the CCPA. Arctic Wolf certifies that it understands the restrictions of this Section 8.4. It is Customer's sole responsibility to notify Arctic Wolf of any requests from consumers (as defined in the CCPA) seeking to exercise rights afforded in the CCPA with regard to personal information received or processed in connection with the Solutions. Arctic Wolf agrees to provide reasonable cooperation to Customer in connection with such requests.
8.5 Canadian Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined under applicable Canadian privacy laws, being all applicable federal, and provincial laws and regulations relating to the processing, protection or privacy of personal information ("Privacy Laws"), of individuals located in Canada , Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications , regarding the collection, use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolfs subcontractors/t hird party service providers (which may be located outside of Canada) , and/or the transfer by Customer of such individual's personal information to Arctic Wolf/Arctic Wolfs subcontractors/third party service providers (which may be located outside of Canada). Upon request of Customer, Arctic Wolf will inform Customers of the locations to which the personal information is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers.
Customer retains control of the personal information and remains solely responsible for its compliance with Privacy Laws and for the processing instructions it gives to Arctic Wolf. The parties agree that this Agreement, together with Customer's use of the Solution in accordance with this Agreement, constitutes Customer's instructions to Arctic Wolf in relation to the processing of such personal information. Subject to Section 8.1 of this Agreement, Arctic Wolf will only process the personal information to the extent, and in such a manner, as is necessary for the performance of the Solutions . Arctic Wolf will reasonably assist Customer with meeting the Customer's compliance obligations under applicable Privacy Laws , considering the nature of Arctic Wolf's processing and the information available to Arctic Wolf.
Arctic Wolf shall:
• Comply with its obligations as a third party service provider/mandatory under applicable Privacy Laws, including by implementing appropriate technical , physical and organizational measures to safeguard the personal information ; Arctic Wolf Networks - Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 • Periodically conduct audits of its information security controls for facilities and systems used to deliver the Solutions and make relevant audit reports available to Customer for review. The Customer will treat such audit reports as Arctic Wolfs Confidential Information; • Within seventy-two (72) hours of discovery notify Customer of any unauthorized or unlawful access to or processing of the personal information ;
• Limit access to those employees who require the personal information access to meet Arctic Wolf's obligations under this Agreement and ensure that all employees are informed of the personal information's confidentia l nature; • Notify Customer if it receives any complaint, notice, or commun ication that directly or indirectly relates to the personal information processing or to either party's compliance with Privacy Laws, and provide its full co-operation and assistance in responding to such complaint , notice or communication; and
• Upon Customer's request, provide the Customer a copy of or access to all or part of the Customer's personal information in its possession or control in the format reasonably agreed to by the parties.
8.6 Australian Privacy Laws . If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Australian Privacy Act 1988 (Cth)) on your behalf, as agent for you, Arctic Wolf will only handle your personal information for the purpose of performing the Solutions, in accordance with the Privacy Notice or as required by applicable law, and ensuring you have access to your Solutions Data in accorda nce with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing and retrieving Solutions Data, limiting others' use of Solutions Data and specifying security measures that are used in relation to Solutions Data as set forth in this Agreement, including the Privacy Notice .
8.7 South African Privacy Laws. If and to the extent Customer submits to Arctic Wolf personal information (as that term is defined in the Protection of Personal Information Act, 4 of 201 3) of individual s located in South Africa, Customer agrees that it is solely responsible for and shall obtain from all such individuals, all required consents and/or provide all required notifications , regarding the collection, use, disclosu re, and processing of their persona l information by Arctic Wolf/Arctic Wolfs subcontractors/third party service providers (which may be located outside of South Africa, and/or the transfer by Customer of such individual's personal information to Arctic Wolf/Arctic Wolf's subcontra ctors/third party service providers (which may be located outside of South Africa). Upon request of Customer , Arctic Wolf will inform Customers of the locations to which the persona l informat ion is transferred and processed by Arctic Wolf and/or its subcontractors /third party service providers . Arctic Wolf will only handle personal informatio n for the purpose of performing the Solutions and ensuring Customer has access to its Solutions Data in accordance with this Agreement. Customer will maintain effective control of how Solutions Data is handled by retaining the right to access, changing , and retrieving Solutions Data, limiting others' use of Solutions Data. Arctic Wolf shall take appropriate , reasonab le technical and organizational security measures to prevent the loss of, damage to or unauthorized destruction of personal information, and the unlawful access to or processing of personal information.
9. Indemnity.
9.1 Arctic Wolf's Indemnity. Subject to Section 9.3, Arctic Wolf will defend and indemnify Customer from any unaffiliated third party claim or action (i) to the extent based on the allegation that the Solutions infringe any intellectual property right (patents, utility models, design rights, copyrights and trademarks or any other intellectual property right) having effect in the United States, Canada, Australia , United Kingdom, and the European Union or (ii) resulting from Arctic Wolf's gross negligence or willful misconduct. Arctic Wolf will pay any settlements that Arctic Wolf agrees to in a writing signed by an authorized officer of Arctic Wolf or final judgmen ts awarded to the third party claimant by a court of competent jurisdiction. The foregoing obligations do not apply with respect to the Solutions, or portions or components thereof, that are: (a) not provided by Arctic Wolf; (b} combined with other products , processes or materia ls that are not reasonabl y contemplated by the Documentation where the alleged infringement relates to such combination; (c) modified other than with Arctic Wolfs express consent; (d) used after Arctic Wolf's notice to Customer of such activity 's alleged or actual infringement; or (e) not used by Customer in strict accordance with this Agreement or the published Documentation. The indemnification obligations set forth in this Section 9.1 are Arctic Wolf s sole and exclusive obligations, and Customer's sole and exclusive remedies, with respect to infringement or misappropriation of third-party intellectual property rights of any kind.
9.2 Customer Indemn ity. Subject to Section 9.3, Customer agrees to defend and indemnify Arctic Wolf from any third-party claim or action brought against Arctic Wolf to the extent based on Customer 's alleged breach of Sections 5.3 or 8.2. Customer agrees to pay any settlements that Customer agrees to in a writing signed by an authorized officer of Customer or final judgments awarded to the third party claimant by a court of competent jurisdiction .
9.3 Procedures. Each party's indemnification obligations are conditioned on the indemnified party: (a) providing the indemnifying party with prompt written notice of any claim, provided that the failure to provide such notice shall only limit the indemnifying party's obligation to indemnify to the extent that the failure prejudices the indemnifying party in its defense of the claim; (b) granting the indemnifying party the sole control of the defense or settlement of the claim; and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party's expense. Notwithstand ing the foregoing , the indemnifying party (i) may not make an admission of fault on behalf of the other party without written consent, (ii) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (iii) the other party may join in the defense with its own counsel at its own expense.
9.4 Options. If Customer's use of the Solutions has become, or in Arctic Wolfs opinion is likely to become, the subject of any claim of infringement, Arctic Wolf may at its option and expense : (a) procure for Customer the right to continue using and receiving the Solutions as set forth hereunder; (b} replace or modify the Solutions to make them non-infringing ; (c) substitute an equivalent for the Solutions ; or (d) if Arctic Wolf, in its sole discretion, determines that options (a)-(c) are not reasonably practicable, terminate this Agreement and refund any pre-paid unused Fees as of the effective date of termination.
10. Warranty and Warranty Disclaimer.
10.1 Solutions Warranty. ARCTIC WOLF WARRANTS THAT DURING THE SUBSCRIPTION TERM AND PROVIDED THAT CUSTOMER
IS NOT IN BREACH OF THIS AGREEMENT OR AS OTHERWISE PROHIBITED BY CONSUMER PROTECTION LAWS INCLUD ING ANY CUSTOMER RIGHTS UNDER SUCH CONSUMER PROTECTION LAWS THAT: (I) THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY ; (II) THE SOLUTIONS SHALL Arctic Wolf Networks -Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 SUBSTANT IALLY PERFORM AS DESCRIBED IN THE DOCUMENTATION ; AND (111) IT WILL COMPLY WITH ALL FOREIGN , PROVINCIAL ,
FEDERAL, STATE AND LOCAL STATUTES , LAWS, ORDERS , RULES , REGULATIONS AND REQUIREMENTS, INCLUD ING THO SE OF ANY
GOVERNMENTAL (INCLUDIN G ANY REGULATORY OR QUAS I-REGULATOR Y) AGENCY APPLICABLE TO ARCTIC WOLF AS IT PERTAINS TO ITS OBLIGATIONS AND THE DATA REQUIRED FOR THE PERFORMANCE OF THE SOLUTIONS DESCRIBED HEREIN. IN THE EVENT OF ANY BREACH OF THIS SECTION 10.1 , ARCTIC WOLF SHALL , AS ITS SOLE LIABILITY AND CUSTOMER 'S SOLE REMEDY (OTHER THAN ARCTIC WOLF'S INDEMNIFICATION OBLIGATIONS IN SECTION 9.1 ABOVE, OR OTHERWISE PROHIBITED BY CONSUMER PROTECTION LAWS AND SECTION 11.2 OF THIS AGREEMENT), REPAIR OR REPLACE THE SOLUTIONS THAT ARE
SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CUSTOMER OR IF ARCTIC WOLF IS UNABLE TO REPAIR OR REPLACE , THEN ARCTIC WOLF WILL REFUND ANY PRE-PAID FEES FOR THE SOLUTIONS, OR PARTS THERE OF, SUBJECT TO THE WARRANTY CLAIM .
EXCEPT FOR THE WARRANTIES DESCRIBED IN THIS SECTION, THE SOLUTIONS ARE PROVIDED WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED INCLUDING , BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN , MERCHANTABI LITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OF TITLE . CUSTOMER ACKNOWLEDGES THAT THE SOLUTIONS ARE PROVIDED "AS IS" AND FURTHER ACKNOWLEDGES THAT ARCTIC WOLF DOES NOT WARRANT : (A) THE OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR FREE; AND (B) THE SOLUTIONS ARE NOT VULNERABLE TO FRAUD OR UNAUTHORIZED USE. CUSTOMER IS RESPONSIBLE AND ARCTIC WOLF SHALL HAVE NO RESPONSIBILITY FOR
DETERMINING THAT THE USE OF THE SOLUTIONS COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTION(S) IN WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS.
10.2 No Guarantee. CUSTOMER ACKNOWLEDGES, UNDERSTAND S, AND AGREES THAT ARCTIC WOLF DOES NOT GUARANTEE OR
WARRANT THAT IT WILL FIND, LOCATE, OR DISCOVER ALL OF CUSTOMER'S SYSTEM THREATS , VULNERABILITIES, MALWARE, AND
MALICIOUS SOFTWARE, OR THAT ALL SUCH SYSTEM THREATS , VULNERABILITIES , MALWARE, AND MALICIOUS SOFTWARE CAN OR WILL BE CONTAINED OR UNCONTA INED IN THE DELIVER Y OF THE SOLUTIONS. CUSTOMER ACKNOWLEDGES THAT CERTA IN
FEATURES AND ACTIVITIES PERFORMED BY ARCTIC WOLF AND MORE FULLY DESCRIBED IN THE SOLUTIONS TERMS COULD
POSSIBLY RESULT IN INTERRUPTIO NS OR DEGRADATION TO CUSTOM ER'S SYSTEMS AND ENVIRONMENT AND ACCEPTS THOSE RISKS AND CONS EQUE NCES. CUSTOMER ASSUMES ALL RISKS IN USING THIRD PARTY SYSTEMS OR SERVICES IN CONNECTION WITH THE DELIVERY OF THE SOLUTIONS .
10.3 Open Source Warranty. The Software may include Open Source Software. To the extent included in the Software , Open Source Software is governed solely by the applicable open source licensing terms , if any, and is provided "AS IS", and Arctic Wolf hereby disclaims all copyright interest in such Open Source Software. Arctic Wolf provides no warranty specifica lly related to any Open Source Software or any applicable Open Source Software licensing terms. Any fees paid by Customer to Arctic Wolf are for Arctic Wolf's proprietary Software only, and not for any Open Source Software components of the Software . Any license associated with an Open Source Software component applies only to that component and not to Arctic Wolf's proprietary Software or any other third-party licensed software. The foregoing language is not intended to limit Arctic Wolf's warranty obligation for the Solutions set forth in Section 10.1 . "Open Source Software" means software with its source code made available pursuant to a license by which, at a minimum, the copyright holder provides anyone the rights to study, change , and/or distribute the software to anyone and for any purpose.
10.4 Third Party Product. Third Party Product (as defined in this Section 10.4) may carry a limited warranty from the third-p arty publisher , provider , or origina l manufacturer of such Third Party Products . To the extent required or allowed , Arctic Wolf will pass through to Customer or directly manage for the benefit of Customer 's use of the Third Party Products as part of the Solutions (such decision to be made in Arctic Wolf's discretion), the manufacturer warranties related to such Third Party Products. "Third Party Product" means any non-Arctic Wolf branded products and services (including Equipment , and any operating system software included therewith} and non-Arctic Wolf-licensed software products , including Open Source Software.
10.5 Customer Warranties. Customer represents and warrants that it shall: (i) be responsible for ensuring the security and confidentiality of all Administrator IDs and passwords; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Solutions; (iii) notify Arctic Wolf promptly upon discovery of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the Solutions; (iv) not violate any foreign, provincial, federal, state and local statutes, laws, orders, rules, regulations and requirements applicable to Customer's performance of its obligations herein, including those of any governmental (including any regulatory or quasi-regulatory) agency , Trade Control laws, and regulations and the U.S. Foreign Corrupt Practices Act (the "FCPA ') ; (v) not use the Solutions and transf er any Solutions Data to Arctic Wolf for any fraudulent purposes; and (vi) implement safeguards within Customer's environment to protect the Solutions , including specifically, the Equipment , from the introduction, whether intentional or unintentional, of: (1) any virus or other code , program, or sub-program that damages or interferes with the operation of the Equipment or halts , disables , or interferes with the operation of the Solution s; or (2) any device, method , or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solut ions. Customer authorizes Arctic Wolf to perform Services (and all such tasks and tests reasonably contemplated by or reasonably necessary to perform the Services) on network resources with the internet protocol addresses or other designated identifiers identified by Customer . Customer represents that, if Customer does not own such network resources, it will have obtained consent and authorization from the applicable third party to permit Arctic Wolf to provide the Services on such third party's network resources.
11. Limitation of Liability.
11.1 TO THE FULL EXTENT PERMITTED BY LAW AND SUBJECT TO SECTION 11 .2 BELOW , FOR ANY CAUSE RELATED TO OR
ARISING OUT OF THIS AGREEMENT , WHETHER IN AN ACTION BASED ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY } OR ANY OTHER LEGAL THEORY, HOWEVER ARISING, ARCTIC WOLF WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR: (A) DAMAGES BASED ON USE OR ACCESS, INTERRUPTION , DELAY OR INABILITY TO USE THE SOLUTIONS,
LOST REVENUES OR PROFITS , LOSS OF SOLUTIONS, BUSINESS OR GOODWILL , LOSS OR CORRUPTION OF DATA, LOSS RESULTING
FROM SYSTEM FAILURE , MALFUNCTION OR SHUTDOWN, FAILURE TO ACCURATELY TRANSFER , READ OR TRANSMIT
INFORMATION , FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION , SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION , OR BREACHES IN CUSTOMER'S SYSTEM SECURITY ; OR (8) ANY INDIRECT , SPECIAL , INCIDENTAL , OR CONSEQUENTIAL DAMAGES ; OR (C) ANY AMOUNTS THAT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY Arctic Wolf Networks - Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES . THESE LIMITATIONS SHALL APPLY WHETHER OR NOT ARCT IC WOLF
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BOTH PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITIES FOR EACH PARTY SET
FORTH IN THIS AGR EEMENT ARE REASONABLE AND THEY WOULD NOT HAVE ENTERED INTO THE AGREEMEN T WITHOUT SUCH LIMITATIONS. THE FOREGOING LIMITATIONS OF LIABILITY IN THIS SECTION 11, WITH RESPECT TO ARCT IC WOLF AUSTRALIAN CUSTOMERS, ARE SUBJECT TO THE COMP ETITION AND CONSUMER AC T 2010 (CTH) SCH 2 AND SECTION 11 .2 OF THIS AGREEMENT. THIS SECTION 11 .1 SHALL NOT APPLY TO ARCTIC WOLF'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION
9. 1 ABOVE OR CLAIMS RESULTING FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
11.2 [INTENTIONALLY OMITTED)
12. Term and Renewal. This Agreement shall be in effect for the Subscription Term specified in the Order Form. The Subscription Term for the Solutions will automatica lly terminate at the end of the Subscription Term unless the parties agree to renew the Subscription on or before the expiration of the then-current Subscription Term.
13. Updates. Arctic Wolf reserves the right to modify this Agreement, the Terms, and the Documentation in Arct ic Wolf's sole discretion provided that changes to the Solutions Terms shall not materially decrease the Solutions features and functionalities that Customer has subscribed to during the then-current Subscription Term. Should Arctic Wolf make any modifications to the Agreement, the Terms, or Documentation , Arctic Wolf will post the amended terms on the applicable URL links and will update the "Last Updated Date " within such documents and notify Customer via email, the Customer newsletter or such other written communication method implemented by Arctic Wolf from time-to-t ime. Customer may notify Arctic Wolf within 30 days after the effective date of the change of its rejection of such change. If Customer notifies Arctic Wolf of its rejection during such thirty (30) day period, then Customer will remain governed by the terms in effect immediately prior to the change until the end of Customer 's then-current Subscription Term. However, any subsequent renewal of the Subscription Term will be renewed under the then-current terms, unless otherwise agreed in writing by the parties.
14. Termination . Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreem ent, provided that such terminating party has given the other party ten (10) days advance notice to try and remediate the breach. Upon termination. Customer agrees to cease all use of the Arctic Wolf Technology, installed or otherwise, and permanentl y erase or destroy all copies of any Arctic Wolf Technology , including all Content and virtual Equipment , that are in its possession or under its control and promptly remove and return all physical Equipment to Arctic Wolf. Except as otherwise required by law, Arctic Wolf will remove, delete, or otherwise destroy all copies of Confident ial Information in its possession upon the earlier of (i) the return of the Equipment , if applicable, to Arctic Wolf, or (ii) one hundred-twenty (120) days following termination. Notwithstanding anything contrary in this Agreement, should Customer fail to return any Equipment within ninety (90) days following discontinuation of use of the Equipment or termination or expiration of this Agreement , Custome r will be liable for the replacement cost of the Equipment, which shall be due and owing upon receipt of the invoice from Arctic Wolf, and Customer shall be liable for any breach of the Confident ial Information and Arctic Wolf Technology contained within the unreturned Equipment. Sections 6 (only as to amounts due and owing) through 13, 14, and 15 will survive the non-renewal or termination of this Agreement.
15. Miscellaneous.
15.1 Except as otherwise provided herein, all notices, requests , consents, claims, demands , waivers and other commun ications hereunder shall be in writing and shall be deemed to have been given : (a) when delivered by hand (with written confirma tion of receipt); (b) on the next business day after the date sent, if sent for overnight delivery by a genera lly recognized international courier (e.g., FedEx, UPS, OHL, etc.) (receipt requested); or (c) on the date sent by e-mail (with confirmati on of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Such commu nications must be sent to the respective parties at the addresses set forth on the signature page hereof (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15). For contractual purposes, Customer (1) consents to receive communications in an electronic form via the email address it provides herein or via the Customer Portal; and (2) agrees that all agreements , notices , disclosures, and other communications that Arctic Wolf provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper. This Section does not affect Custome r's non-waivable rights.
15.2 Notwithstanding any other terms to the contrary contained herein, Customer grants Arctic Wolf the right to use Customer 's name or logo in customer lists, marketing materials, and verbal discussions with prospective customers to communicate that Customer uses the Solutions. If Arctic Wolf intends to disclose information about Customer's purchase(s) (such as dollar amount of sale or project objectives) in conjunctio n with the use of Customer's name or logo, Arctic Wolf will obtain Customer 's prior written or email approval.
15.3 The parties to this Agreement are independe nt contractors. Neither party has the authority to bind the other party without the express written authorization of the other party. Nothing herein may be construed to create an employer-employee , franchisor-franchisee , agency, partnership, or joint venture relationship between the parties . Arctic Wolf shall be primarily liable for the obligations of its Affiliates and any subcontractors used in the delivery of the Solutions.
15.4 This Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Customer shall not be entitled to assign, subcontrac t, delegate or otherwise transfer any of its rights and/or duties arising out of this Agreem ent and/or parts thereof to third parties, voluntarily or involuntarily, includin g by change of control, operation of law or any other manner, without Arctic Wolf's express prior written consent. Any purported assignment , subcontract, delegation or other transfer in violation of the foregoing shall be null and void. No such assignment, subcontract, delegation or other transfer shall relieve the assigning party of any of its obligations hereunder.
15.5 The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended. This Agreement shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof , shall be settled by arbitration in Santa Clara County, California in English and in accordance with the JAMS Internationa l Arbitration Rules then in effect. Any judgment on the award rendered by the Arctic Wolf Networks - Solutions Agreement
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DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing , each party shall have the right to institute an action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent injunction and damages shall only be awarded by the arbitrator(s). In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys ' fees.
15.6 Each party acknow ledges and agrees that any dispute or claim that may arise out of or relate to this Agreement is likely to involve complicated and difficult issues and, therefore , each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemp lated hereby. .
15. 7 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.
15.8 If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable. The parties agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve , to the extent possible, the economic , business and other purpose of such void or unenforceab le provision. Arctic Wolf does not accept, expressly or impliedly, and rejects and deems deleted any additional or different terms or conditions that Custome r presents, including, but not limited to, any terms or conditions contained Customer's purchase order, or other such document, or established by trade usage or prior course of dealing.
15.9 This Agreement (including the exhibits hereto, if any, and any BAA (as defined in Section 15.10 below)) constitutes the parties' entire agreement by and between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or understanding by and among the parties with respect to such subject matter. Except as otherwise provided herein, this Agreement may be amended , modified or supplemented only by an agreement in writing signed by each party.
15.10 In the event that Arctic Wolf receives persona l healthcare information in the delivery of the Solutions, the parties agree to comply with the Business Associate Addendum ("BAA") located at https://arcticwolf.com/terms/business-assoc iate-addendum/ or such other equivalent agreemenUaddendum as required under applicable health information/privacy laws. In the event the parties have entered into a BAA or equivalent agreement in relation to protected health information, the parties intend for both this Agreement and BAA or equivalent agreement to be binding upon them and the BAA or equivalent agreement is incorporated into this Agreement by reference.
15.11 The parties have participated mutually in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted mutually by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
15.12 The parties have agreed that this Agreement as well as any notice, document or instrument relating to it be drawn up in English only; les parties aux presentes ont convenu que la presente convention ainsi que tous autres avis, actes ou documents s'y rattachant soient rediges en anglais seulement.
15.13 Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceab ility, and admissibility. This Agreement may be executed in two or more counterparts , each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
15.14 Insurance. During the Term of this Agreement, Arctic Wolf shall carry all insurance typically carried by businesses of its type and shall, upon request by Customer, provide a certificate of insurance reflecting such coverage. At a minimum, Arctic Wolf agrees to maintain the following insurance levels per occurrence: Worker's Compensation and Employers' Liability at $1,000,000 (or, if greater, in compliance with statutory requirements), Commercial General Liability at $1,000,000, Errors & Omissions (Professional Liability , including Cyber) Coverage in an amount no less than $2,000 ,000, and Umbrella Liability at $2,000,000. Upon request by Customer, the Commercial General Liability insurance will include Customer as an additional insured, but only to the extent of liabilities falling within Arctic Wolfs indemnity obligations pursuant to the terms of this Agreement.
16. Non-Appropriation. This Agreement is subject to the fiscal provisions of Customer's Municipal Code, and this Agreement will terminate without any penalty (a) at the end of prepaid Subscription Term in the event that funds are not appropriated for a renewal Subscription Term. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
Arctic Wolf Networks - Solutions Agreement
Lasl Updaied: 2023.02.01
[signature page to follow]
DocuSign Envelope ID DA533639-36AF-4A9B-B6C9-2C06 F7 A9FBB8 IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their duly authoriz ed represe ntat ives on the Effect ive Date.
Arctic Wolf Networks, Inc.:
Signed: ra:z: bfulL
'-- CAOF54956720 469 ...
Name: Andrew Hill
Title: Chief Legal Officer & General Counsel
Date:
4/27/2023
Notice Address:
PO Box 46390
Eden Prairie, MN 55344
Attn: General Counsel
lega l@a rcticwo lf.com
Arctic Wolf Networks -So lutions Agreement
Last Updated: 2023.02.01
Customer:
ID~
Signed:
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Name:
Title:
Date:
Notice Address: