Loading...
23-040 Arctic Wolf Solutions Agreement for Managed Risk, Detection & Response servicesDocuSign Envelop e 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 So lutions Agreement. We appreciate yo ur interest in becoming a customer of Arct ic Wolf. We hope th e below information will he lp you better und erstand how Arctic Wo lfs security so lution s (the "So luti o n" or "So lution s") contracting model works. Please note that thi s informati on is not considered part of th e contract at any time . This is provided for information purposes only. Who is Arctic Wolf? • Arctic Wolf is a cy bers ec urity company that pro v id es security operations So lution s, including managed detection and respon se , managed risk, and managed security awareness to miti gate our custome rs' ex po s ure to cyber threats. • We offer standa rd , hi ghl y configurable, Solutions to our customers which allows us to leverage th e power of scale across our customer base to deliver cost effective and operationally efficient Solutions. • Arctic Wolfs customers may subscribe to and li cense for the purchased Subscription Term the right to rece ive and use, in whole or in part, the various Solutions offered by Arctic Wolf. All customers s ub scribing to a particular Solution are on the same release us ing the same operational infra structure and th e same security and support operations for s uch Solution. Who is the Authorized Partner? Arctic Wolf leverages its channel partner relati ons hips (its "Authorized Partners") to resell ou r Solutions to our customers. The Authorized Partner may be se lected by yo u or introduced to yo u by Arct ic Wolf. The Authori zed Partners act as the financial arm in our transaction s with yo u. You contract directly with the Authori zed Partner related to purchase and pa y ment of your subscription to our Solutions. T he Authorized Partners are not in vo lved in the delivery of our Solutions a nd , therefore, are not contemplated in the obligations and liabiliti es w ithin 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 th e 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 insta ll 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, devi ceID, and other system log metadata. Arctic Wolf should not receive other more sensitive information, including the content of yo ur business files , your cu stomer 's business infom1ation , social 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 fun ct ionalities 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 level s. 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 s ub sc ription 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? ©20 20 Arct ic W o lf Networks. In c. All r ig hts rese rve d. I Pu blic Page 1 of 13 Do cuSign Envelope ID DA533639-36A F-4A9B -B6C9-2C 06F7 A9 FBB 8 We are un a bl e to in c lud e c usto m er s pec ifi c d ata securi ty re quire me nt s in o ur So luti o ns Agreeme nt. We offer a cons iste nt So luti o n across o ur custome r base. Arcti c Wo lf m a inta in s th e sa m e IT security co ntro ls and processes fo r a ll c ustom ers. T hese contro ls a nd processes a re reflecte d in o ur SOC2 Ty pe Ll Report a nd it s ISO 270 01 ce rt ifi ca ti o n. Where is the Statement of Work for the services described in the Solutions Agreement? A rcti c Wo lfs prov id es a s ub sc ripti on So luti o n that, d e pe ndin g o n th e Soluti o n, is co mpri sed of hardware, so ftw a re a nd se rvices. A ll d es ig nate d co mp o ne nt s of th e Solution a re re quire d to use and rec e iv e th e So luti o ns. W hil e se rvi ce s are an imp o rt a nt pa rt of th e Soluti on, we d o no t d efin e th e s ervi ces component of th e Soluti o ns as se pa rat e "profess io na l se rvi ce s". Unlike a traditi o na l profe ss iona l se rv ice offering, th e se rv ices do no t in c lud e de li ve ra bl es a nd a re no t s ubj ect to acce pt ance. Can we make changes to the Beta Terms? Beca use parti cip ati on in th e beta pro gra ms is co mpl ete ly vo lunt ary and th ere is no cost fo r parti c ip at ion, we do not agree to modifi ca ti ons to th e beta ter ms. We are a Covered Entity under IDPAA. Can we use our Business Associate Agreeme nt? Arcti c Wo lf sho uld no t rece ive PHI during th e de li ve ry of the So lution s to yo u, no r d oes Arcti c Wo lf pro cess PHJ o n yo ur be ha lf. According ly, Arc ti c Wolf is not a bu s in ess a ssoc iate und e r HIP AA. Arct ic Wo lf a pprec iates th a t certa in c ustom e rs may take a co nserva ti ve ap proac h a nd re quire a bu s in ess assoc iate agree me nt (BAA) to cover th e exc hange of a ny in a dve rt e ntly di sc losed PHI pro v id e d durin g o ur re lat io nship . Gi ven thi s , Arctic Wo lf is a me na bl e to executi o n of its te mpl ate BAA in w hich eac h p arty 's li a biliti es a nd req uire me nts a re stri ctl y constru e d to HIP AA re quire m ents a nd in corporates s uc h te rm s by url refere nce in the So luti o ns Agreeme nt. (For inform atio n purposes only, this FAQ does not form part of a ny c ontra ct) Arct ic Wol f Networks -So lu tio ns Agreeme nt Last Updated : 2023.02.01 Page 2 of 13 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 Wo lf . 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 Wo lf 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 here in 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 do c um e nts will contro l in the following order : th e Order Form , this Agree me nt , and the Terms . In co nsideration of the mutual covenants and agreements contained herein, and oth er good and va luable consideration , the receipt and sufficiency of which are hereb y acknowledged , the parties agree as follows : 1. Scope . 1.1 Solutions. Customer will purchase and Arctic Wo lf , together with its Affiliates, wi ll provide the specific products and services (each a "Solution" or collectively, "S olutions") as specified in the applicab le Order Form. For purposes of this Agreement , "Affiliate" mean s any company or other entity, wh ich directly or indirect ly controls , is controlled by or is under joint contro l with Arctic Wolf. A So lution will be comprised of the following components: Managed Detection & Response Solution Software Th e object form of any software , including any operating system software included in the Equipm ent, a nd add-ons offering enhanced features and functionality made genera ll y availab le to Arctic Wo lf 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 prov ided by Security Services , all as described in the So lutions Terms (defined be low) Professional Services As agreed by the parties in accordance wit h Section 3 Platform One (1) vSensor 100 series Unlimited data ingestion Access to the Customer Portal Use of the Arct ic Wo lf Agent 90-day Log Retention (unless another retention period is purchased bv Arctic Wolf Netwo rk s -Solu tion s Agreement Las t Updated: 2023.02.01 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 ope rating system software included in the Equipment, and add-ons offering enhanced features and functionality made genera ll y availab le to Arctic Wo lf customers from time-to-time Virtual appliances or physical N/A scanners N/A Online access and down load rig hts , if licensed by Customer, to Customer learning content and Content Comp liance Pack within the Administrator Dashboa rd and/or Content Li brary N/A Access to and use of a cloud- based learning management tool (the "Administrator Dashboard") and metrics re lated to the use of the Content by Customer's users Support, onboarding services, and Support, onboarding servi ces, services provided by Security and Content modification Services , all as described in the services , all as described in the So lut ions Terms (defined below) So lutions Terms (defined be low) As agreed by the parties in As agreed by the parties in accordance with Section 3 accordance w ith Section 3 Unlimited data ingestion N/A Access to the Customer Portal Use of the Arctic Wolf Agent Page 3 of 13 DocuSign Env elope ID : DA533639-36AF -4A9B-B6C9-2C06 F7 A9FBB8 Customer and set forth on an Order Form) 1.2 License Grant. The So lut ions are provided on a subscripti on basis for a set term designated on th e Order Form (each, a "Subscription Term ") for the one -tim e costs a nd subsc ripti on fees set forth th erein (the "Fees"). Pro v id ed Customer is in co mpli ance w ith the terms of this Agreement, including payment of Fees, Arctic Wolf grants to Customer a limi ted, non-tran sferab le, non -subli ce nsab le, non-excl usive right and/or li cense during the Subscription Term, to the extent a component of th e So luti ons be in g li censed by Customer as set fort h in Section 1.1 above, to : (i) In sta ll , use and access th e Software , (ii ) Use the Equipment for pu rp oses of the use of the So luti ons, (i ii) Obtain and use th e Services in conjunction with Custome r's us e of th e Solutions , (iv) Lo ad Customer's us e rs and associated information for delivery of Conten t and use of the Administrator Dashboard , (v) Access th e Customer Portal and/o r Administrator Dashboard , as app licab le, sub j ect to the Privacy Notice located at https ://arcticwolf.co m/pri vacy-policy-for-customer-portal-users/, as may be updated from time-to-t im e in acco rdance with Section 13 belo w (the "Privacy Notice"), (vi) Access and use the Pl atform features and functionality , (vi i) Use Arct ic Wolf Trademarks in c lude d in th e Content in accordance with the Solutions Terms, and (viii) Distribute, display , trans mit , a nd , if li censed by Customer, download certain Content in electronic format. Customer may access and use th e Solutions, a nd any Docu menta ti on assoc iated therewith , so lely fo r it s ow n internal business purposes and in acco rda nce with the term s and co nditi o ns of this Agreement , suc h associated Documen tation , any scope of use restrictions and li cense counts , in c lu ding by server, us er, or such other li cens in g metric designated in the app li cab le Order Form, and th e So luti ons Terms found at https://arcticwolf.com/terms/so lu tionsterms/, as may be updated f rom time to time by Arctic Wo lf in accordance wit h Sect ion 13 here in (the "Solutions Terms"). "Documentation" means user manuals, tr aini ng materi als, product descriptions and spec ifi cations, and other prin ted info rm ati on relat ing to the So luti on, as in effect and genera ll y ava il able from Arctic Wolf, but expressly excludin g marketing and sales col lateral and materials. 1.3 Future Functionality. Subject to the warra nties set forth in Sect ion 10, Customer agrees that it has not relied on the prom ise of ava il ab il ity of any future f unctional ity of the Sol uti ons or any other future product or service in execut in g thi s Agreement or any Order Form. Customer acknow ledges that information provided by Arct ic Wo lf regarding future fun ctio nality shou ld not be reli ed upon to make a purchase decision. Sho uld A rctic Wo lf offer additional option al fun ctiona li ty in the future that comp lement th e Solution s , Custome r may e lect to subsc ri be to and obtain a li ce ns e to the optiona l functiona lity for an additional fee . 1.4 Reserved. 1.5 Beta Solutions. 1.5.1 From time-to-time Arctic Wolf may in vite Customer to try, at no charge , Arctic Wo lf products, feat ures , or functionality that are not generally available to Arctic Wolfs customers ("Beta Solutions "). Customer may accept or decline any such trial in it s sole discretion . Any Beta Solutions will be clearly designated as beta , pilot, limited re lease , developer preview, non-production or by a description of similar imp ort. 1.5 .2 Restrictions and Di sclai mers. Beta Solutions are provided for eva lu at ion purposes and not for production use , are not supported , may conta in bug s or errors , and ma y be subj ect to additional te rm s . To th e full extent permi tted by app li cab le U.S. and foreign consumer protection laws, Beta Solutions are not co nsidered Solutio ns hereunder and are provided so lely and exclusively "AS IS " with no exp re ss or impli ed warranty of any kind. TO THE FULL EXTENT PERMITTED BY APPLICABLE U .S. AND FOREIGN CO NSUMER PROTECTION LAW S, (THE "CO NSUMER PROTECTION LAWS "), CUSTOMER ASSUMES AND UN CO NDITIONALLY RELEASES ARCTI C WOLF FROM ALL RISKS ASSOCIATED WITH THE USE OF ANY BETA SOLUTIONS . Arcti c Wolf may discontinue the Beta Solutions at any time in it s sole dis c retion and Ar cti c Wolf will make rea so nabl e efforts to pro v id e Cu stomer w ith advanced noti ce of any suc h di scon tinuan ce. Arctic Wolf doe s not promise or repre se nt that Beta Solutions will be made generally available. 1.5.3 NO DAT A RETENTION . ANY DATA ENTERED INTO THE BETA SOLUTIONS MAY BE PERMANE NTL Y 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 EXT ENT POSSIBLE , EX PORTS SUCH DATA PRIOR TO TERMINATION OF THE BETA SOLUTIONS. 1.5.4 LIMITED LIABILIT Y. TO THE FULL EXTENT PER M ITTED 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 AN Y OTHER THEORY OF LIABILIT Y, WILL NOT , AS TO ANY INDIVIDUAL CLAIM OR IN THE AGGRE GATE , EXC EED $50. IF CUSTOMER DOE S NOT AGREE TO THE ALLOCATION OF RISK IN THIS SECTION, ITS SOLE RECOURSE IS TO IMMEDIATELY DIS CONTINUE THE USE OF THE BETA SOLUTIONS . 1.5 .5 . Despite anything to th e co ntrary in thi s Agreement, Customer acknowledges that (a) Beta Solutions may not be s upp o rt ed and may be cha ng ed at any tim e, including in a mann er th at reduces fun ct ionality, (b) Beta Solutions may not be available o r reliable, and (c) Beta Solutions ma y not be subject to the same security or audits as the Solutions. 1.6 IR JumpStart. In the event C ustomer's Order Form includ es the li ce nse of IR JumpS tart, Customer agrees that th e IR JumpStart Agreement located at https://arcticw olf.co m/terms/ s hal l apply . If Cus tomer is a ma naged service provide r Authorized Partne r ("MSP "), MSP, as Customer, understands that the IR JumpStart Agreement is an agreeme nt between Arctic Wolf a nd MS P's end user and MSP is reselling IRJ S to its end use r. 2. Equipment. If th e Order Fo rm specifies t ha t Customer w ill receive Equipment, then Customer is respons ibl e for ins ta llin g the Equip ment at the location(s) specified by Arctic Wo lf and fo r th e imp leme ntation of appropriate data protection practices re lated to th e protection of any Arctic Wolf Networks -Solutions Ag reemen t Last Upd ated: 2023.02.0 1 Page 4 of 13 DocuSign Envelope ID : DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 information included on such Equipment whi le the Equipment is located within Customer's environment. The Equipment is a part of the Solutions and included w ith the subscription to th e 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 So luti ons may fai l to function or may function improperly . 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 cos t of the Equipm ent associated with any loss, repair, or rep lacement , including any other costs, damages, fees and charges to repair the Equipm ent. If app li cab le, Arctic Wo lf w ill ship Equipment to Customer and wi ll pay the freight costs associated with shipping the Equipment to Customer's designated lo cations. Customer is responsible for a ll 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 Wo lf and Customer agree on the delivery of Professional Services, any such Professional Services sha ll 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 copy right , 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 it s third party li censor(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 So lu tion , excluding Professional Services , is li censed on a subscription basis, not so ld, and Customer acquires no ownership or other interest (other than the li cense rights expressly stated herein) in or to the Arctic Wolf Technology; and (e) the Solution is offered as an on-line , hosted so lu tion , 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, directly or indirectly: (i) modify , translate, copy or create deri vati ve 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 ; (i i) reverse engineer, decompi le, disassemble, or otherwise seek to obtain the intellectual property contained within Solutions, except as otherwise expressly permitted under the Copyright Laws which may not be excluded by agreement between the parties; (iii) interfere with or disrupt the integ rity or performance of the Solutions or the data and information conta in ed therein or block or disrupt any use or enjoyment of the Solutions by any third party; (iv) attempt to ga in 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 Wo lf Technology; (vi) unless Customer is an authorized MSP partner of Arctic Wo lf, 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 So lu tion , include material or information that is obscene, defamatory , libelous , slanderous, that violates any person's right of pub licity , 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 ://a rcticwolf.co m/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 imp oses 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 addition to any other right herein, temporarily suspend Customer's access to the Solutions, without li ability except as otherwise provided by Consumer Protection Laws, until such activity is rectified. If commercially practicable, Arctic Wolf shall provide Customer w ith notice prior to any such suspension and shall work with Customer in good faith to reinstate the Solutions promptly . 5.2 Arctic Wolf Responsibilities. Arctic Wolf sha ll provide the So lutions 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 (ema il authorization sufficient) third party serv ice providers and agents ("Administrators"). Each Administrator will receive an administrator ID and password and w ill 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 au th ority, and the addition of Administrators. Customer acknowledges and agrees that Administrators w ill be able to view all Solution s 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 ID s are granted to indi v idu al, named persons and cannot be shared or used by more th an one Administrator but may be reass igned from time-to-time to new Administrators. Notwithstanding anything contra ry herein, Customer understands and agrees that transmission of So luti ons 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 sim il ar functionalities in conjunction with th e Services . Arctic Wolf may recommend Customer, depending on the scope of the deployment, implement software and services to enab le features of the So lutions 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 wi ll have no responsibility for the impact Arctic Wolf Networks -Solutions Agreement La st Upd ated : 2023 .02.01 Page 5 of 13 DocuSign Env elop e ID : DA533639-36AF-4A9B-B6C9-2C06 F7 A9FBB8 of any suc h Customer changes. Customer understands that depending on the Solution deployed, a Solution may consume additional CPU and memory in Customer's environment wh il e running in production. 5.4 Anti-corruption. In no event shall Arctic Wolf be obligated to tak e any action (including th e 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 "F CPA '). 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 wo uld 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 us e 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 res pecti ve 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 . Ea c h 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, require s registration or approval or ta x withholding under, or will require any termination or expiration, compensation, or any compulsory licensing under, any applicable law or regulation of any cou ntry or other governmental entity, and each party wi ll not make any claim to the contrary (each party is relying on this representation and wa rranty, 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 subje ct to th e export contro l , economic sanct ion s, customs, import, and anti-boycott la ws , regulations , and orders promulgated or enforced by Canada , the United States, Customer's jurisd ic tions of incorporation and operations, and any other country or governmental body having juri sdiction over the partie s to thi s Agreement ("Trade Controls"). Customer shall e nsu re 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 Unverifi ed 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 utili ze 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 "c ommercial item ", "co mmercial computer software" and "commercial computer software documentation ," pursuant to DFARS Section 227.7202 and FAR Sections 12 .2 11-12.212, 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. Prici ng 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-can ce lable and non-refundable EXC EPT 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. Arctic Wolf Nelworks -Solution s Agreemenl Last Updated: 2023.02.0 1 Page 6 ol 13 Oo cuSign Env elop e ID : DA53 3639 -36AF-4A9B -B6C9-2C06F7 A9FBB 8 Delinqu ent amounts shall bea r intere st at a rate equal to the le sse r of on e and one-half per cent (1.5 %) per month (eighteen perc ent (1 8%) per year) or the max imum rate permitted by law , whichever is less. If Cu sto me r fail s to make any payments du e under thi s Agreement or an applicabl e Order Form, Arctic Wolf shall notify Cu stomer of such nonpayment . If a pay ment that is due remains unpaid for ten (10) days after Arctic Wolf provide s Cu stomer 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 ta x, use ta x, excise ta x, VAT , GST , HST , or similar ta xes ("Indirect Taxes"). Customer is solely responsibl e for payment of all Indirect Ta xe s. If Customer is required to pay any Indirect Ta xes, Customer shall pay such Indirect Ta xes 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 Ta xe s for which Custom e r is re sponsible, Customer authorizes Arctic Wolf to charge Customer for such amount. If Customer believes that Arcti c Wolf has billed Customer incorrectly , Customer must contact Arctic Wolf no later than thirty (30) days after th e closing date on the first billing state ment in whi c h the error or probl em appeared to recei ve an adjustment or credit. Inquiries should be direc ted to Arctic Wolfs cu stomer support department. 6.2 Audit. During the term of thi s Agreement and for one year ther eafter , Customer shall pro vid e Arcti c Wol f, or its desi g nated representative , promptly upon request with appropriate records requ ested by Ar ctic Wolf to verify Customer's compliance with the Agreement , including specifically its license counts as set forth on an Order Form. Arcti c Wolf, at its option , may require that an executive officer of Customer ce rtify in writing to Customer's compliance with this Agreement and dis clos e the scope of use of th e Solutions by Customer. If, because of such audit, Arctic Wolf determines that Customer has exceeded the number of licenses subscribed to by Custom er 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 -c urrent Subscription Term, and Customer will remit payment for such Subs c ription Fees in accordance with this Sec tion 6. 7. Confidentiality. Either party (as a "Discloser'') may disclose confid e ntial and proprietary information, orally or in writing ("Confidential Information") to the other party (a s a "Recipient''). Confidential Information (a) shall be marked with a restricti ve leg e nd of the Discloser or, (b) if orall y or visually disclosed to Re c ipi e nt by Discloser , or disclosed in w riting without an appropriate lett e r, propri etary stamp or legend , shall be confidential if it would be apparent to a reasonable person that su c h info rmation is confidential or proprietary . Confide ntial Information of Arctic Wolf in clud e s the follo w ing : a ny pri c ing , trade se c rets, know-how, in ve ntions (whether or not patentabl e), te chniqu es , ideas, or proce sses relat ed to th e Ar ctic W olf Te chnology ; the des ign and archite cture of th e Arcti c Wolf Tec hnolog y ; the computer cod e, intern a l do c umentation , and design and fun ctional specifications of th e Arctic Wolf Techn olog y; Arcti c Wo lfs sec urity and pri vacy du e dilig ence materi a l such as SOC 2 re po rts , sec urity and pri vacy qu estionnaire res pons es & memos ; and an y intell ec tual property and know-how inclu de d in th e probl e m re port s, analysis , and perform a nce information related to th e Arctic Wolf Te chnol ogy. Confid ential Information of Customer may in clude the follo w ing: (i) If the MA or MA+ Solution is deplo yed: Use r se tup detail s, including email , work titl e , and name ; Solution metri cs rela te d to s uc h Users, including your Users' learning status , training sc ores, and Phi s hing results associated with suc h Use rs' 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 no t disclo sed , 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 tho se employees , officers , directors , agents, consultants, third party servi ce providers , and ad visors 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 ex tent 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 appl y with respect to any information that the Recipient can document is: (i) rightfully in its possess ion 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 w ithout brea c h 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 Agree ment 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 ma y 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 identifi ed 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 revers e-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 obl igations under the Act , and shall be held harmless from any claims from Arctic Wolf regarding said disclosure . If a legal action is fil ed against Customer seeking to compel disclosure of any information that Arctic Wolf has requested remain confidential , Customer shall gi ve prompt notice of the filing of such action to Arctic Wolf and Arctic Wolf shall defend and indemnify Cu stomer from all costs and ex penses of such defense, including reasonable attorneys' fees of Customer or attorney s' fees awarded by a court arising out of such action . Arcli c Wo lf Networ ks -Solution s Ag ree ment Las t Upd ated: 2023.02.01 Page 7 ol 13 DocuSign Envelope ID : DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB 8 8. Solutions Data. 8.1 Solutions Data. "Solutions Data" mean s, depending on the Solution deployed , the operational system log data and any other information provided by Cu stomer 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 vu ln erabi lity data , but excluding Threat Intelligence Data (as defined below). As between the parties, Customer sha ll 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 Wo lf, during the term of the Agreement, a non-e xclusive , wor ldwide, royalty-free right to co ll ect , use , copy, store , transmit , modify and create derivative works of the Solutions Data so lely to the extent necessary to provide the Solutions to Customer . The lo cation of the storage of raw So luti ons Data within Arctic Wolfs third party service providers ' data centers w ill be as set forth in th e Solutions Terms. "Threat Intelligence Data" means any mal w are , spy ware, virus , worm , trojan , or other potentially malicious or harmful code or files , URLs, DNS data , publi c IP addresses, network telemetry, commands, processes or te c hniques , tradecraft used by threat actors, metadata , or other inform at ion or data, in each case that is potentially rel ated to unauthorized third parties assoc ia ted therewith and that: (i) Customer provides to Arctic Wolf in connection with this Agreement, or (ii) is collected or d iscovered during the course of Arctic Wolf providing Solutions, excluding any such information or data that identifies Customer or to the extent that it in clud e s 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 includ e information that identifies, relates to , describes, is reasonably capable of being assoc iated with or lin ked to a particular individual, whether directly or indirectly ("Personal Information"). Customer is responsible for the lawfu ln ess 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 Arcti c Wolf col lect or process such information , it (1) has complied with any applicable laws relating to the coll ection or provision of such information, (2) possesses any consents, authorizations , rights and authority , and has given all required notices to indi vidual data subjects as are required to transfer or perm it Arctic Wolf to colle ct, receive , or access any Personal Information for the Soluti o ns, and (3) to the extent required by applicable law, informed the individuals of the po ssibility of Arctic Wo lf processing th eir Pe rsonal In formation on Custom er's behalf and in accordance with its instructions . 8.3 European Union and United Kingdom General Data Protection Regula t ion. If and to the extent Customer subm its to Arctic Wolf personal data (a s 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 acco rdan ce 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 so le responsibility to notify Arctic Wolf of requests from data subjects related to the modification, deletion, restriction and/or obj ection 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. Th e parties acknowledge and agree that Arctic Wo lf 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 informati on (as defined by the CCPA) from Customer pursuant to this Agreement for a business purpose. The parties agree to comp ly at all times w ith the applicable provisions of the CCPA in respect to the col lection , 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 inform ation ; (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 explicit ly 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 "persona l information," "service provider," "sa le ," and "se ll " 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 inform ation (as that term is defined under applicable Canadian privacy laws, being all applicable federal, and provincial laws and regu lat ions 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 coll e ction , use, disclosure, and processing of their personal information by Arctic Wolf/Arctic Wolfs subcontractors/t hi rd 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 Wo lfs 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 inform ation is transferred and processed by Arctic Wolf and/or its subcontractors/third party service providers . Customer retains contro l of the personal information and remains so lely responsible for its compliance with Privacy Laws and for the processing in structions it gives to Arctic Wolf. The parties agree that this Agreement, together with Customer's use of the Solution in accordance with this Agreement, const itutes 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 wi ll reasonably assist Customer w ith meeting the Customer's compliance obligations under applicable Privacy Laws , cons id ering the nature of Arctic Wolf's processing and the information avai lable to Arctic Wolf. Arctic Wolf shall : • Comply with its ob li gations as a third party service pro vider/mandatory under app licab le Privacy Laws, including by impl ementing appropriate technical , physical and organizational measures to safeguard the personal information ; Arctic Wolf Netwo rks -Solution s Agree ment La st Upd ated : 2023 .0 2.01 Page 8 of 13 DocuSign Env elope ID : DA533639-36A F-4A9B -B6C9-2C06 F7 A9 FBB 8 • Period ica lly cond uct audits of its information sec urity co ntrol s for facilities and syste ms us ed to de live r the Soluti ons and make relevant audit reports available to Customer for review. Th e Customer will t reat suc h aud it reports as Arctic Wolfs Confidential Inform at ion; • Within seventy-two (72) hours of di scovery notify Customer of any unauthorized o r unlawful access to or processing of the personal inform ation ; • Limit access to tho se employees w ho require th e persona l inform ation access to meet Arctic Wolf's obligations under thi s Agreement and ensure that all emp loyees are informed of th e personal inform ation's confidentia l nature; • Notify Customer if it rece ives any complaint, notice , or commun ica tion that directl y or indirec tl y re lates to the personal information processing or to e ith e r party's co mpli ance w ith Pri vacy Laws , and provide it s full co -op e ration and ass ista nce in responding to such complaint , notice or communication; and • Up on Customer's request , provide the Customer a co py of or access to all or part of the Customer's pers ona l information in its possession or co ntrol in th e format reasonably agreed to by the parties . 8.6 Australian Privacy Laws . If a nd to the extent Customer subm it s to Arctic Wolf personal inform at ion (as tha t term is defi ned in the Austra lian Pri vacy Act 1988 (Cth)) on your behalf, as agent for yo u, Arctic Wolf w ill on ly handle your pe rso nal info rmation for th e purpose of performing the Solu tio ns, in accordance with the Pri vacy Notice or as req uired by applicable law , and ensuring yo u have access to your So lutions Data in accorda nce wit h this Agree men t. Customer wi ll maintai n effective con trol of how Soluti ons Data is handl ed by reta ining the right to access, changin g and retrieving Solutions Data , limiting others' us e of So luti ons Dat a and specifying security meas ures that are us ed in relation to So lutions Dat a as set forth in thi s Agreement, in cluding the Pri vacy Notice . 8.7 South African Privacy Laws. If and to the extent Custom e r submits to Arctic Wo lf person al information (as that term is defined in th e Protec tion of Pe rsonal Information Act , 4 of 201 3) of individual s located in Sou th Africa , Customer agrees th at it is sole ly responsible for and shall ob tain from all such indi vidual s, all requ ired consents and/or provide all requir ed notifications , rega rding the co ll ection, use , disclosu re, and processing of th eir persona l information by Arctic Wolf/Arcti c Wolfs subcontractors/third party service providers (which may be located outside of South Afric a , and/o r the transfer by Customer of such indi vi du a l's personal inform ati o n to Arctic Wolf/Arctic Wolf's subcontracto rs/third party serv ice providers (w hi c h may be located outside of South Africa). Up on request of Customer, Arctic Wolf w ill inform Cu stomers of th e locat io ns to which th e persona l informatio n is transferred and processed by Arctic Wo lf a nd /or its subcontractors/third party serv ice providers . Arctic Wo lf w ill on ly hand le personal informatio n for the purpose of performing the So lutio ns and ensuring Customer has access to its Solutio ns Data in accordance with this Agreement. Customer wi ll maintain effective control of how Solutions Data is handled by reta ining th e right to access , changing , and retrieving Solutions Data , limitin g others' use of So lutions Data. Arctic Wolf shall take appropriate , reasonab le technical and organ iza ti ona l secu rit y me asu res to prevent th e loss of, dam age to or un authorized destruction of pe rso nal info rm ati on , a nd the unl awful access to or processing of personal informati o n. 9 . Indemnity. 9.1 Arctic Wolf's Indemnity. Subject to Section 9.3 , Arctic Wolf wi ll defend and indemnify Customer from any unaffiliated third party claim or action (i) to the extent based on the all egation that the Soluti o ns infring e any intellectual property right (patents, utility models, de sign rights , copyrights and trademarks or any other intellectual property ri gh t) hav ing effect in the United States , Canada , Australia , United Kingdom, and the Eu ropean Union or (i i) resulting from Arctic Wolf's gross negligence or willful misconduct. Arctic Wolf w ill pay an y settlements that Ar ctic Wolf ag rees to in a writing signed by an author ized officer of Arcti c Wolf or final judgmen ts awarded to th e third party cla imant by a court of competent jurisdi ctio n. Th e foregoing o bligations do not app ly with respe ct to the So lutions , or portions or components thereof, that are: (a) not provided by Arcti c Wolf; (b} combined w ith other products , pro cesses or materia ls that are not reasonabl y contemp lated by th e Documentation where the alleged infringement relates to such combination; (c) modified other than with Arctic Wolfs express consent; (d) used after Arctic Wolf's noti ce to Customer of such activity 's alleged or actual infringement; or (e) not used by Customer in strict acc ordance with this Agreement or the published Do cum e ntati o n. Th e indemnification ob ligations set forth in thi s Se cti o n 9.1 are Arctic Wolf s sole and exclusive ob ligation s, and Customer's so le and exclusi ve remedies, with respect to infringement or mis ap propriation 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 Cu stomer 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 obl igat ions are conditioned on the indemnified party : (a) prov idi ng the indemnifying party with prompt written notice of any claim , provided that th e failure to provide suc h not ice shal l only li mit th e ind emnifying party's obligation to indemnify to the extent that the failur e prejudices the in demnifying party in its defense of the claim ; (b) granting the indemnifying party th e so le control of the defense or sett lement of the cla im ; and (c) providing reasonable information and assi stance to the indemnifying party in the defense or sett lement of the claim at the indemnifying party's expense. Notwithstand in g the foregoing , the indemnifying party (i) may not ma ke an admission of fault on behalf of the other party w ithout written consent, (ii) any settlement requiring the party seek ing indem nifi cation to adm it li ab ility requires prior written consent , not to be unreasonably withheld or del ayed , and (iii) the other party may join in the defense w ith its own counse l at its own ex pense. 9.4 Options. If Customer's use of the Solutions has beco me, or in Arctic Wolfs opinion is lik ely to become, the sub ject of any claim of infringement, Arctic Wolf may at its option and expense : (a) procure for Customer th e right to co ntinue using and receiving the Solutions as set forth here under; (b} replace or modify th e Solutions to make them non-infringing ; (c) substitute an eq uival e nt for th e Solutions ; or (d) if Arctic Wolf, in its sole discretion, determines that options (a)-(c) are not reason a bl y pra cti ca ble , terminate this Agreement and refund any pre-paid unused Fees as of the effectiv e 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 INTELLE CTUAL PROPERTY RIGHTS OF ANY THIRD PARTY ; (II) THE SOLUTIONS SHALL Arctic Wo lf Networks -Solut ions Ag reem ent Last Up dated : 2023 .02.0 1 Pag e 9 of 13 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-REGULATORY) 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 C USTOMER '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 LAW S 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 C USTOMER'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 UN CONTA INED IN THE DELIVERY 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 so lely by the applicable open source li censing 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 ll y related to any Open Source Software or any app li cab le Open Source Software li censing terms. Any fees paid by Customer to Arctic Wolf are for Arctic Wolf's proprietary Software on ly, and not for any Open Source Software components of the Software . Any license associated wi th 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 Sec tion 10.1 . "Open Source Software" means software with its source code made available pursuant to a li cense 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 ens uring the secu rity 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 th e Solutions or any breach, or attempted breach, of security of the Solutions; (iv) not violate any foreign, provincial, federal, state and loca l statutes, laws , orders, rules, regulations and requirements applicable to Customer's performance of its obligations herein, including th ose of any governmental (including any reg ulatory or quasi-regulatory) agency , Trade Control laws , and regulations and the U.S. Foreign Corrupt Practices Act (the "F CPA '); (v) not use the Solutions and transfer any Solutions Data to Arctic Wolf for any fraudulent purposes; and (vi) impl ement 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 Solutions ; or (2) any device, method , or token whose knowing or intended purpose is to permit any person to circumvent the normal security of the Solutions . 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 intern et protocol addresses or other designated identifiers identifi ed 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 EVEN T 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 INFOR MATION , 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 Arcti c Wolf Networks -Solutions Agreem ent Last Upd ated : 2023 .02.01 Page 10of13 DocuSign Enve lope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 P RIOR TO THE EVENT WH ICH G IVES RISE TO SUCH DAMAGES . THESE LIMITATIONS SHAL L APPLY WHETHER OR NOT ARCT IC WOLF HAS BEEN ADV ISED OF THE POSS IBILITY OF SUC H DAMAGES AND NO TW IT HSTAND ING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LI M ITED RE MEDY. BOTH PARTIES UNDERSTAND AND AGREE THAT THE LIMITATIONS OF LIABILITIE S FOR EACH PARTY SET FORTH IN THIS AGR EE M ENT ARE REASONABLE AND THEY WOU LD NOT HAVE ENTERED INT O THE AGREEMEN T W ITH OU T SUCH LI MIT AT IONS . THE FORE GOING LIMIT AT IONS OF LI ABI LITY IN THIS SEC TI ON 11, W ITH RESPECT TO ARCT IC WOL F AUSTRALIAN CUSTOM ER S, ARE SUBJECT T O THE COMPETITION AND CO N SUMER ACT 2010 (CTH) SC H 2 AND SE CT ION 11 .2 OF THI S AGREEMENT. THIS SECTION 11 .1 SHALL NOT APPLY TO ARCT IC WO LF'S INDEMNIFICATION OBLIGATIONS SET FORTH IN SECT ION 9.1 ABOV E OR CLAIMS RESULTING FROM ITS GROSS NEGLIGENCE OR W ILLFUL MISCONDUCT. 11.2 [INTENTI ONALLY OM ITTED) 12. Term and Renewal. This Agreement sha ll be in effec t for the Subscription Term spec ifi ed in the Orde r Form. The Subscription Term for t he Solutions wi ll automatica ll y termi nate at the end of the Subscripti o n T erm unless the part ies agree to renew the Subscription on o r befo re the expiration of the then-current Subscription Term. 13. Updates. Arctic Wolf reserves the right to modify t his Agreement, the Terms, and the Documentation in Arct ic Wo lf's so le disc ret ion provided that changes to t he So lutions Terms sha ll not materially decrease the Solut ions features and functionalities that Customer has subsc ri bed to durin g th e th en-current Subscription Term . Shou ld Arctic Wolf make any modifications to the Agreement, the Terms, or Documentation , Arctic Wo lf wi ll post the amended terms on the app licab le URL li nks and wi ll update the "Last Updated Date " w ithin such documents and notify Cus tomer via ema il , the Customer newsletter or such other w ritt en commu ni catio n method implemented by Arctic Wolf fr om ti me-to-tim e . Customer may notify Arctic Wolf w ithin 30 days after the effect ive date of the change of its rejection of suc h change. If Customer notifies Arct ic Wo lf of it s rejecti on during such thirty (30) day period, then Customer wi ll 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 renewa l of the Subscription Term will be renewed under the then-current te rms, unless otherwise agreed in writ ing by th e parties . 14. Termination . Either party may terminate th is Agreement for cau se if th e other party commits a mate ria l breach of this Agreem ent, provided tha t suc h terminat in g party has give n the other party ten (10) day s advanc e noti ce to try and remediate the breach. Upon term ination . Customer agree s to cease all use of the Arctic Wo lf Tec hn o log y, insta ll ed or oth e rwise , and permanentl y erase or destroy al l copies of an y Arctic Wolf Technology , including all Content and virtual Equipment , that are in it s posse ssion or under its control and promptly remove and return all phys ical Equipment to A rctic Wo lf . Except as otherw ise required by law , Arctic Wo lf wi ll remove , de lete, or oth e rwise destroy all copies of Confident ial In formation in its possession upon the earli er of (i) the return of th e Equipment , if app licab le , to Arctic Wo lf , or (i i) one hundred -twenty (120) days fo ll owing termination . Notwithstanding anything contrary in th is Agreem e nt , shou ld Custome r fa il to return any Equipment within ninety (90) days following discontinuation of use of the Equi pme nt or termination or ex piration of this Agreement , Custome r wi ll be li able for th e rep lacement cost of th e Equipm ent , w hi c h s hall be due and ow ing upon rece ip t of the in vo ice from A rctic Wo lf , and Cus tomer shall be li ab le for any breach of the Confident ial Inform ation and Arctic Wolf Tec hn o log y contained w ithi n the unretu rn ed Equipment. Sections 6 (on ly as to amo unts due and ow in g) through 13, 14, a nd 15 wi ll survive the non-renewal or termination of this Agreement. 15. Miscellaneous. 15.1 Excep t as otherw ise provided herein, a ll notices, requests , co nsents, claims, demands , waivers and other commun ica ti ons hereunder shall be in w rit ing and shall be dee med to have been given : (a) when delivered by hand (w ith writ ten confirma tio n of rece ip t); (b) on the ne xt business day aft er th e date sent , if sent for overn ight delivery by a genera ll y recognized international courier (e.g ., FedEx, UPS, OHL , etc.) (receipt req uested); or (c) on th e date sent by e-mail (w ith co nfirmati on of transmission) if sent during normal business hours of the recipient, a nd on the next bus in ess day if se nt after norm al business hours of the recipient. Such commu ni catio ns mu st be sent to th e respective parties at the addresses se t forth o n the signature page hereof (or at suc h ot her add ress for a party as shall be spec ifi ed in a notice given in accordance w ith this Section 15). For co ntractu a l purposes, Customer (1) co nsent s to rece ive communications in an e lec tron ic form via th e email address it provides here in or via th e Customer Porta l; and (2) agrees that a ll agreements , notices , disclo sures, and other commu ni ca tion s th at Ar cti c Wolf provides elect roni ca ll y satisfies any legal requirement that those com muni ca tion s wou ld sa ti sfy if they were on paper . This Section does not affect Custome r's non -wa ivabl e right s. 15.2 Notwithstanding any ot her te rms to the contrary contained herein , Customer grants Arctic Wolf the rig ht to use Customer's name or logo in customer li sts, marketing materials, and verbal di scussions with prospective c ustomers to communicate that Customer uses the Solutions. If Arctic Wolf intend s to disclose information abo ut Cu stomer's purchase(s) (such as dollar amount of sale or proj ect objectives) in co njunctio n with th e use of Customer's name or logo, Arctic Wolf will obtai n Customer's prior writte n or ema il approval. 15.3 Th e parties to this Agreement are independe nt con tractors . Ne ith er party has the authority to bind the other party w ithout t he express w ritt en a uth o riza tion of the oth er party . Nothing herein may be construed to crea te an employer-employee , franchisor-franchisee , age ncy, partnership, or jo int ventu re relationship between the parties . Arct ic Wolf sha ll be primarily li ab le for th e ob li gations of its Affiliates and a ny s ubcontra cto rs used in the deli ve ry of the Solutions. 15.4 Thi s Agreement shall inure to the benefit of a nd be b inding upon the respect ive permitted successors and assigns of the parties . Cus tomer sha ll not be entitled to ass ign , subcontrac t, delegate or otherwise transfer any of it s right s and/or duties a ri sin g out of thi s Agreem en t and/or parts thereof to third parties, vo luntar il y o r in vo luntaril y, includin g by change of contro l, operation of law or any other manner, without Arctic Wolf's express prior writt en consent. Any purported assignment, s ub contract, delegation o r other transfer in viol atio n of t he foregoing shall be null and void . No such assignment, subcontract, delegation or other transfer s hall reli eve the assigning party of a ny of its ob li gatio ns hereu nd er. 15.5 The ri g ht s and obligations o f the parties under this Agreement sha ll not be governed by th e prov isions of the 1980 U .N . Convention on Contracts for th e Interna ti ona l Sale of Goods o r the United Nations Convention on the Limit ation Period in the Inte rnat iona l Sale of Goods , as a mended . This Agreement shall be governed by t he laws of the State of Ca li forn ia w ith out regard to th e co nfli cts of law provisions thereof. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shal l be sett led by arbitration in San ta Clara County, California in En gli s h and in acco rd ance with the JAMS Internationa l Arbitration Rules then in effect. Any ju dgment on the award rendered by the Arctic Wolf Network s -Solu tion s Agr ee ment Las l Upd ated : 20 23.02 .01 Page 11 of 13 DocuSign Envelope ID : DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 arbitrator may be entered in any court ha ving jurisdiction thereof. Notwithstanding the foregoing , each party sha ll 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 sha ll be entitled to recover costs and attorneys ' fees. 15.6 Each party acknow ledges and agrees that any dispute or c laim that may arise out of or relate to this Agreement is li kely to involve comp li cated 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 lega l action arising out of or relating to this Agreement or the transactions contemp lated hereby. . 15. 7 No failure or de lay 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 privi lege. The rights and remedies under this Agreement are cumu lative 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 inva lid or unenforceable by any court of competent jurisd iction , the other provisions of this Agreement wi ll remain in full force and effect. Any provis ion of this Agreement he ld invalid or unenforceable only in part or degree will remain in fu ll 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 va lid and enforceable provision that will achieve , to the extent possib le, the economic , business and other purpose of such void or unenforceab le provision. Arctic Wo lf does not accept, express ly 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 estab li shed by trade usage or prior course of dea lin g . 15.9 This Agreement (including the exhibits hereto , if any, and any BAA (as defined in Section 15.10 be low)) 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 otherw ise provided herein , this Agreement may be amended , modified or supp lemented only by an agreement in wr iting signed by each party. 15.10 In the event that Arcti c Wolf re ceives persona l healthcare information in the delivery of the So lu tions, th e parties agree to comply with the Business Associate Addendum ("BAA") located at https ://arct icwo lf.com /ter ms/bus iness-assoc ia te -adde ndum/ or such other equiva lent agreemenUaddendum as required under app licable health information/privacy laws . In the event the parties have entered into a BAA or equiva lent 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 mutua ll y by the parties and no presumption or burden of proof wi ll 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 we ll as any notice, document or instrument relating to it be drawn up in English on ly; 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 de li vered 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 va li dit y, enforceab ility, and adm issibi lity. This Agreement may be executed in two or more counterparts , each of which shall be deemed an origina l , but all of whic h together sha ll constitute one and the same in strument. 15.14 Insurance. During the Term of this Agreement, Arctic Wolf sha ll carry all insurance typically carried by businesses of its type and sha ll , upon request by Customer, provide a certificate of in surance reflecting such coverage. At a minimum, Arctic Wolf agrees to maintain the fo ll owing insurance leve ls per occ urrence: Worker's Compensation a nd Employers' Liability at $1,000,000 (or, if greater, in compliance with statutory requirements), Comme rci al General Liability at $1,000,000, Errors & Omissions (Professional Liability , inclu din g 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 wil l include Customer as an additional insured, but on ly to the extent of liabilities fall in g w ithin Arctic Wolfs indemnity obligations pursuant to the terms of this Agreement. 16. Non-Appropriation. This Agreement is subj ect to the fisca l provisions of Customer's Municipal Code , and this Agreement wi ll terminate without a ny penalty (a) at the end of prepaid Subscription Term in the event that funds are not appropriated for a renewal Subscription Term. This Section sha ll take precedence in the event of a conflict with any other covenant, term, cond iti on, or provision of this Agreement. Arcti c Wolf Network s -Solutions Agre ement Las l Updaied : 2023 .02.01 [signature page to follow] Pag e 12 0 11 3 DocuSign Envelope ID: DA533639-36AF-4A9B-B6C9-2C06F7 A9FBB8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date. Arctic Wolf Networks, Inc.: Signed: ra:z: b�lL '---CAOF54956720469 ... 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 legal@arcticwolf.com Arctic Woll Networks -Solutions Agreement Last Updated: 2023.02.01 Customer: ID� Signed: '- Name: Title: Date: Notice Address: Page 13ol 13 City Attorney: City Clerk: Date: ___________________________ ___________________________ ___________________________ City of Cupertino 10300 Torre Ave Cupertino, CA 95014 Attn: Chief Technology Officer Christopher D. Jensen Pamela Wu City Manager May 30, 2023 DATASHEET ©2022 Arctic Wolf Networks, Inc. All rights reserved. | Public Arctic Wolf Managed Risk Solution Concierge Security Team The Concierge Security Team (CST) is your single point of contact for your Arctic Wolf Managed Risk solution. Your CST serves as your trusted security advisors and an extension of your internal team, customizing services to your needs. 24x7 Monitoring Around-the-clock monitoring for vulnerabilities, system misconfigurations, and account takeover exposure across your endpoints, networks, and cloud environments. Deliver timely critical outcomes with the deep scan tools. Strategic Recommendations Your named security operations expert becomes your trusted security advisor, working with you to make recommendations that harden your security posture over time. Personalized Engagement Regular meetings with your named security operations expert let you review your overall security posture and find areas of improvement that are optimized for your environment. f Continuously scans your environment for digital risks f Performs regular risk posture reviews f Provides actionable remediation guidance f Works with you to build risk management plans f Delivers a customized risk management plan to prioritize remediation and measure progress f Provides comprehensive visibility into your risk posture Organizations everywhere struggle with the complexity of identifying and managing security risks within their environment. Often, even fundamental information like what assets exist, which systems have vulnerabilities, and which systems are misconfigured is difficult to obtain. Even when this information is available it usually overwhelms the security team because its existing tools generate too many alerts and lack context. As security teams struggle with what to do next and how to prioritize, these risks pile up and leave organizations vulnerable to threats and damaging data breaches. Built on the industry’s only cloud-native platform to deliver security operations as a concierge service, Arctic Wolf® Managed Risk enables you to define and contextualize your attack surface coverage across your networks, endpoints, and cloud environments; provides you with the risk priorities in your environment; and advises you on your remediation actions to ensure that you benchmark against configuration best practices and continually harden your security posture. Continuous Risk Management Delivered by the Concierge Security® Team Assess Determine your cyber risk in the context of your business »Classification and Contextualization »Risk Scoring »Concierge-Led Prioritization Harden Expertise to guide your strategy and help you harden your environment »Configuration Benchmarking »On-Demand Reporting »Guided Remediation Discover The ability to discover and gain visibility to your current attack surface »Attack Surface Coverage »Dynamic Asset Discovery »Account Takeover Risk Detection By 2022, organizations that use the risk- based vulnerability management processes will have 80% fewer breaches. — Dale Gardner, Forecast Analysis: Risk-Based Vulnerability Management, Worldwide | Published: 14 June 2019 ID: G00384640 EXHIBIT B DATASHEET | 2 ©2022 Arctic Wolf Networks, Inc. All rights reserved. | Public DATASHEET | 2 Deployment Phase Our team will work with you to deploy the Arctic Wolf® Platform, install the Arctic Wolf® Agent, integrate critical data points, configure Cloud Security Posture Management, and build an understanding of your network through internal, external, and host- based vulnerability assessments. Configuration Phase We provide clear understanding and full visibility into your attack surface through the following steps: Active Vulnerability Management Cycle This cyclical 4-step process ensures proper coverage, provides prioritization of risks, allows for consultation, and ensures mitigation efforts succeed. Concierge Kick-Off Walk-through of the Managed Risk Process, Q&A about your environment, goal defining, expectation setting Install and integrate scanners; configure the Cloud Security Posture Management Identity and Coverage Resolution Insight on device coverage, network coverage, and identity issues; verification of total attack surface coverage Define and Configure Asset Context Review of initial critical asset list, identification of gaps, recommendations for asset criticalities, workflow, and organization tagging Threat Landscape and Prioritization Review Tailored risk prioritization according to asset and risk context on your overall attack surface; remediation recommendations Managed Risk Process INSTALLATION AND INTEGRATION STAGE CORE STAGE FUNDAMENTALS STAGE FUNDAMENTALS STAGE OPTIMIZED STAGE De p l o y m e n t Co n f i g u r a t i o n R e v i e w Ac t i v e V u l n e r a b i l i t y M a n a g e m e n t C y c l e Identify differences between the initial / previous vulnerability and asset baseline to understand attack surface Set priorities for mitigation and remediation through risk metrics and prioritized risk links Rescan risks to ensure that mitigation efforts were successful Resolution of priority risks with CST, discussions to reduce overall risk Discover y P h a s e Assess P h a s e H a r d e n PhaseV a l i d a tion Phase ©2022 Arctic Wolf Networks, Inc. All rights reserved. | Public DATASHEET | 3 ©2022 Arctic Wolf Networks, Inc. All rights reserved. | Public External Vulnerability Assessment Continuously scans internet-facing assets to understand your company’s digital footprint and quantify your business’s risk exposure. Key features include: »Continuous scanning of external-facing assets »Cloud Security Posture Management (CSPM) »Account takeover risk detection »OWASP top-10 scanning »Automated sub-domain detection Internal Vulnerability Assessment Continuously scans all your internal IP-connected devices while cataloging your core infrastructure, equipment/peripherals, workstations, Internet of things (IoT) devices, and personal (e.g., tablets, cell phones) devices. Key features include: »Continuous scanning of internal assets »Proactive risk monitoring »Dynamic asset identification and classification »Stateless scanning and secure transfers Host-Based Vulnerability Assessment This capability extends visibility inside devices through continuous host-based monitoring to identify and categorize assets, as well as reveal system misconfigurations, user behaviors, and vulnerabilities that put your organization at risk. Key features include: »Endpoint agents for Windows Server/workstation, MacOS, and Linux distributions »Proactive endpoint risk monitoring »Audit reporting »Security controls benchmarking Quantify Your Cyber Risk Posture A cloud-based dashboard provides visibility into continuous cyber risk assessment by incorporating all meaningful cyber risk indicators from your business. It identifies the highest-priority issues and alerts you to emerging risks before they escalate into real problems. It empowers you to take meaningful, efficient action to mitigate risk using these key features: »Comprehensive risk profiling »Informative user interface »Proactive notifications and alerts »Actionable reporting »API integrations Arctic Wolf Managed Risk Capabilities Having a team to assess and manage vulnerabilities while monitoring our environment really helps us reduce our threat surface. We’ve made considerable progress in rebuilding integrity and trust in our IT systems, but risk never goes away—and if we aren’t aware of it, we can’t work to mitigate it. — Dr. Jason A. Thomas, Chief Operating Officer and Chief Information Officer, Jackson Parish Hospital ©2022 Arctic Wolf Networks, Inc. All rights reserved. | Public ©2022 Arctic Wolf Networks, Inc. All rights reserved. Arctic Wolf Networks, AWN and the Arctic Wolf Networks logo are trademarks of Arctic Wolf Networks, Inc. in the United States and/or other jurisdictions. Other names used in this document are for identification purposes only and may be trademarks of their respective owners. DATASHEET | 4 AW_DS_0422 Security Risk Scoring For effective risk management, you need to know if your security posture improves or declines over time. Benchmarking against other organizations in similar industries helps you understand where you stand and how to improve. Configuration Benchmarking To help you prioritize your risk mitigation, configuration benchmarking is a risk score based on criteria such as the attack vector accessibility, attack complexity, and the impact of accessed data. These benchmarks provide context so you can address the most critical misconfigurations first. Account Takeover Risk Detection By continuously scanning the dark and gray web for corporate credentials harvested in data breaches, account takeover detection enables you to quickly take action to secure compromised accounts. Typically, your solution partner provides details such as the source, description of the data breach involved, and the exposed emails. Cloud Security Posture Management (CSPM) A solution that protects against misconfigurations, mismanagement, and other mistakes occurring in cloud infrastructure, CSPM includes prevention, detection, and response capabilities based on criteria such as security frameworks, IT policies, and regulatory compliance. Asset Inventory Your attack surface constantly changes as you add more users and hosts. To build and maintain a comprehensive inventory of assets, dynamic asset identification profiles and classifies your IT assets automatically and continuously so that no new asset falls through the cracks. Asset Tagging Managed risk allows you to gain additional asset context of your risk prioritization efforts, assisting with asset classification and asset organization efforts. You can use asset tags to pivot and review assets as well as your risks during your risk management and hardening efforts. It makes the automation of managing assets possible, makes reports more meaningful for the business, and improves risk prioritization efforts. Asset Criticality Assigning an asset a level of criticality as an attribute for risk prioritization provides a standardized critical labeling system with a clear definition of the asset’s importance. The level of asset criticality can be critical, high, medium, low, or unassigned. Risk Remediation Steps Managed risk allows you to export a report with remediation resources against your risk, vulnerabilities, and assets. By including the remediation steps alongside the vulnerabilities, you can efficiently—and consistently—remediate known risks. Arctic Wolf Managed Risk Capabilities (Continued) DATASHEET ©2023 Arctic Wolf Networks, Inc. All rights reserved. | Public Concierge Security Team The Concierge Security Team (CST) is your single point of contact for your Arctic Wolf Managed Detection and Response (MDR) solution. Your CST serves as your trusted security operations advisor and an extension of your internal team, and provides you with: •24x7 monitoring •Alert triage and prioritization •Custom protection rules •Guided remediation •Detailed reporting and audit support •Ongoing strategic security reviews Leverage Existing Infrastructure The Arctic Wolf MDR solution leverages security technologies within your current environment so you can quickly detect, respond, and recover from threats without worrying about vendor lock-in, or replacing your existing systems. Advanced Threat Detection Machine learning with adaptive tuning detects advanced threats and provides forensic analysis for greater efficiency and scale. Managed Containment Rapidly respond to threats and stop their spread by preventing host devices from communicating externally, as well as with other devices on your network. IR JumpStart Retainer Arctic Wolf® IR JumpStart Retainer is the first proactive incident response retainer that combines incident response planning with a 1-hour SLA and no prepaid hours. Arctic Wolf MDR customers may be eligible to add IR JumpStart to their service with no additional cost. Threat Detection and Response Delivered by the Concierge Security ® Team Organizations everywhere are struggling with detecting and responding to modern cyber threats efficiently. While many IT departments have deployed security tools in an attempt to address this, the lack of 24x7 coverage, extensive security operations expertise, and a well-staffed security team means many threats go unnoticed and can linger in the environment for months. Many high-profile data breaches occur not because the security tool failed to raise an alert — they fail because the alert isn’t addressed, or is overlooked. The Arctic Wolf Concierge Security Team has found latent threats lingering in 73% of our customers’ environments within the first 90 days of the engagement. Built on the industry’s only cloud-native platform to deliver security operations as a concierge service, the Arctic Wolf Managed Detection and Response solution eliminates alert fatigue and false positives to promote a faster response with detection and response capabilities tailored to the specific needs of your organization. Your Arctic Wolf Concierge Security Team works directly with you to perform threat hunting, incident response, and guided remediation, while also providing strategic recommendations uniquely customized for your environment. Arctic Wolf ® Managed Detection and Response Solution Detect See more with continuous monitoring and threat hunting managed by security operations experts •Broad visibility •24x7 monitoring •Threat hunting Respond Managed investigation and rapid response to quickly contain threats •Managed investigations •Incident response •Log retention and search Recover Learn from incidents and implement custom rules and workflows for proactive protection •Guided remediation •Root cause analysis •Personalized engagement DATASHEET | 2DATASHEET | 2 ©2023 Arctic Wolf Networks, Inc. All rights reserved. Arctic Wolf Networks, AWN and the Arctic Wolf Networks logo are trademarks of Arctic Wolf Networks, Inc. in the United States and/or other jurisdictions. Other names used in this document are for identification purposes only and may be trademarks of their respective owners. SOC2 Type II Certified AW_DS_MDR_0123 The Arctic Wolf Difference Broad Visibility Security telemetry collected from internal and external networks, endpoints, and cloud environments are enriched with threat feeds, OSINT data, CVE information, ATO data, and more to provide granularity and context to incidents that are investigated and triaged by the Concierge Security Team. Arctic Wolf Customer Portal – Tactical and Strategic Insights A purpose-built GUI provides visibility into open tickets, lets you interact with your CST, view your security score, and view deployment elements such as the number of Arctic Wolf® Agents currently deployed. Summary and customized reports to understand your security posture and fulfill compliance needs “The value for me is that Arctic Wolf is an extension of our team. Arctic Wolf has helped enhance our security and improve our compliance reporting posture while enabling the Bay Federal team to focus on projects that add the most value to our business.” — Richard Roark VP and Chief Information Officer (CIO), Bay Federal Credit Union Endpoint Threat Detection and Response The included Arctic Wolf Agent provides endpoint intelligence and enhanced threat detection capabilities that give our security engineers deep, pervasive visibility into your security posture. • Sysmon event monitoring provides east/west visibility into the lateral movement of threats • Weekly endpoint reporting • Managed containment Unlimited Log Retention and Search The Arctic Wolf® Platform automatically collects, normalizes, analyzes, and retains log data from existing networks, systems, and applications for a minimum of 90 days and is available on-demand to address your reporting and compliance needs. About Arctic Wolf ® Arctic Wolf is the global leader in security operations, delivering the first cloud-native security operations platform to end cyber risk. Powered by threat telemetry spanning endpoint, network, and cloud sources, the Arctic Wolf® Security Operations Cloud ingests and analyzes trillions of security events each week to enable critical outcomes for most security use cases. The Arctic Wolf Platform® delivers automated threat detection and response at scale and empowers organizations of any size to stand up world-class security operations with the push of a button. For more information about Arctic Wolf, visit arcticwolf.com. Managed Detection and Response service: - You will be provided a dedicated Concierge Security Team that will act as. Your trusted security operations advisor. - 24x7 monitoring - Alert triage and prioritization - Custom protection rules - Detailed reporting and audit support - Ongoing strategic security reviews Managed Risk Service: - Continuously scans your environment for digital risks - Perform regular risk posture reviews - Provide actionable remediation guidance - Work with you to build risk management plans - Deliver a customized risk management plan to prioritize remediation and measure progress - Provide comprehensive visibility into your risk posture Prepared For:Quote #: Q-164350 - 1 Bill Mitchell Expiration Date: 5/11/2023 billm@cupertino.org Payment Terms: Net 30 Billing Cycle: Annual Arctic Wolf Networks, Inc.Platform Location: United States Quote Term (Months): 12 8939 Columbine Rd, Suite 150 Committed Term (Months): 12 Eden Prairie, MN 55347 Terms: Custom Terms Shipment Outside US/CA/UK/EU: Transaction Type: Direct Prepared By: Joe Charlesworth Bill To:Ship To: Email: joe.charlesworth@arcticwolf.com IT Billing City of Cupertino Phone: itbilling@cupertino.org City of Cupertino City of Cupertino 10300 Torre Ave.10300 Torre Ave Cupertino, CA 95014 Cupertion, CA 95014 Item Description - Subscription Item Quantity Subscription Start Date Subscription End Date Annual List Price List Total Discount % Net Total Arctic Wolf MDR user license AW-MDR-USER 412 7/13/2023 7/12/2024 $200.00 $82,400.00 60 $32,960.00 Arctic Wolf MDR server license AW-MDR-SE 80 7/13/2023 7/12/2024 $200.00 $16,000.00 60 $6,400.00 Arctic Wolf 200 Series Sensor AW-MDR-2XX-S 3 7/13/2023 7/12/2024 $3,000.00 $9,000.00 60 $3,600.00 Arctic Wolf MDR Office 365 user license AW-MDR-O365 354 7/13/2023 7/12/2024 $22.50 $7,965.00 60 $3,186.00 Arctic Wolf MDR Log Retention - 1 year AW-MDR-1YR 492 7/13/2023 7/12/2024 $14.40 $7,084.80 60 $2,833.92 Arctic Wolf MDR Data Exploration AW-MDR-EXPLR 492 7/13/2023 7/12/2024 $30.00 $14,760.00 60 $5,904.00 Arctic Wolf Platform - Users and Servers AW-PLATFORM 492 7/13/2023 7/12/2024 $15.00 $7,380.00 100 $0.00 Arctic Wolf Managed Risk user license AW-MR-USER 412 7/13/2023 7/12/2024 $100.00 $41,200.00 70 $12,360.00 Arctic Wolf Managed Risk server license AW-MR-SE 80 7/13/2023 7/12/2024 $100.00 $8,000.00 70 $2,400.00 Arctic Wolf IR JumpStart Retainer AW-IR-JSR 1 7/13/2023 7/12/2024 $5,000.00 $5,000.00 100 $0.00 Subtotal Subscription Fees* USD 69,643.92 Subtotal One-Time Fees USD 0.00 Total Fees USD 69,643.92 *The Net Total price for each item in the table above will increase by 5.0% on (i) the annual anniversary of the Subscription Start Date or (ii) the end of any prepaid, in full multi-year Committed Term (the "Increase"). Thereafter, pricing for any subsequent renewals is as set forth in the Agreement. Terms This Order Form and the applicable agreement for the product or Solutions listed herein and located at https://www.arcticwolf.com/terms/ (or equivalent agreement executed by the parties), as may be amended from time to time (collectively the "Agreement") is entered into between Arctic Wolf and the customer listed in the signature panel below ("Customer"). Acceptance of this Order Form is acceptance of any updated terms in the Agreement, unless otherwise set forth in your Agreement. Customer acknowledges and accepts the terms of the Agreement by executing this Order Form or by issuing a Purchase Order ("PO") for the products or Solutions referenced herein. The Order Form Effective Date is the earlier of : (i) the date of first signature below or (ii) the date of receipt of a PO. Unless otherwise defined in this Order Form, all defined terms shall have the same meaning as set forth in the Agreement. SKUs with "One-Time Fees" are not sold on a subscription or recurring basis. Unless otherwise provide on this Order Form, all One-Time Fees shall be invoiced on the first invoice (where applicable), along with the Subscription Fees for the Subscription Term, as set forth above or in any Invoice Schedule herein. Unless otherwise set forth on this Order Form, the first invoice shall be invoiced on the Order Form Effective Date. All subsequent invoices for Fees, both One-Time (to the extent applicable) and Subscription Fees (collectively, "Fees"), shall be invoiced 30 days in advance, in accordance with the billing frequency stated on this Order Form. Fees are non-refundable and do not include any sales, use or excise taxes now or hereafter imposed by any governmental authority ("Taxes") with respect to the products listed above. Applicable Taxes may be invoiced and due in accordance with the Agreement. Additional Terms The Subscription may be renewed, in its entirety (including any mid-subscription increases in usage), for two (2) additional twelve (12) month terms. The fees associated with the Solutions included in the first twelve (12) month renewal (the “Initial Renewal”) shall not exceed five percent (5%) of the fees listed above, plus any fees for mid- subscription increases in usage. The fees associated with the Solutions included in the second twelve (12) month renewal (the “Second Renewal”) shall not exceed five percent (5%) of the fees paid for the Initial Renewal, plus any fees for all mid-subscription increases in usage. Thereafter, the Subscription may be renewed in accordance with the terms of the Agreement. The terms contained in this Order Form are a one-time offer and shall not be applicable to any subsequent renewal. Q-164350 - 1 Page 1 of 2 EXHIBIT C By signing below, Customer acknowledges and agrees to the terms of this Order Form and the Agreement referenced above. City of Cupertino \s1\ By \signer_name__1\ Name \signer_title__1\ Title \d1\ Date © 19-1.0 Arctic Wolf Networks, Inc. All Rights Reserved. <meta name="robots" content="noindex"> Q-164350 - 1 Page 2 of 2 Pamela Wu City Manager May 30, 2023 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/4/2022 Newfront Insurance Services 777 Mariners Island Blvd Suite 250 San Mateo, CA 94404 650-488-8565 www.theabdteam.com Federal Insurance Company 20281 Chubb National Insurance Company 10052 Sompo / Underwriters at Lloyd's, London (VI)15642 Corona / Underwriters at Lloyd's, London (VI)15642 Travelers Casualty and Surety Co America 31194 19070Standard Fire Insurance Company A 1,000,000360757587/1/2022 7/1/2023 1,000,000 3 10,000 3 1,000,000 2,000,000 2,000,000 A 73628802 7/1/2022 7/1/2023 1,000,000 3 3 A 78196822 7/1/2022 7/1/2023 5,000,00033 5,000,000 B 71836844 (AOS)7/1/2022 7/1/2023 3 A 71836845 (MS Only)7/1/2022 7/1/2023 1,000,000N 1,000,000 1,000,000 C Errors & Omissions/Cyber PRO30022162600 7/8/2022 7/1/2023 E&O/Cyber Limit: $3,000,000 D Errors & Omissions/Cyber - Excess TRICE01869 7/8/2022 7/1/2023 Excess Limit: $5,000,000 E Crime 107192098 7/1/2022 7/1/2023 Crime Limit: $1,000,000 Rod Sockolov Cert Request TechCertRequest@theabdteam.com 3 Arctic Wolf Networks, Inc. 8939 Columbine Road Eden Prairie MN 55347 69592342 Evidence Only RE: Evidence of Insurance. 69592342 | 22-23 GL/Auto/Umb/WC/E&O $8M/Crime | Patra (1) | 8/4/2022 11:10:32 AM (PDT) | Page 1 of 1 EXHIBIT D Signature: Email:kirstens@cupertino.org Arctic Wolf Solutions Agreement for Managed Risk, Detection & Response services Final Audit Report 2023-05-30 Created:2023-05-26 By:Marilyn Pavlov (marilynp@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAjPZ3jhsV8bPEXa5Qfpbpvv1rZtEQ6lmf "Arctic Wolf Solutions Agreement for Managed Risk, Detection & Response services" History Document created by Marilyn Pavlov (marilynp@cupertino.org) 2023-05-26 - 11:46:36 PM GMT- IP address: 69.181.168.76 Document approved by Marilyn Pavlov (marilynp@cupertino.org) Approval Date: 2023-05-26 - 11:53:51 PM GMT - Time Source: server- IP address: 69.181.168.76 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2023-05-26 - 11:53:55 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2023-05-30 - 2:51:16 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to christopherj@cupertino.org for signature 2023-05-30 - 2:51:20 PM GMT Email viewed by christopherj@cupertino.org 2023-05-30 - 3:34:39 PM GMT- IP address: 104.47.74.126 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2023-05-30 - 3:35:00 PM GMT- IP address: 64.165.34.3 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2023-05-30 - 3:35:02 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2023-05-30 - 3:35:07 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2023-05-30 - 3:35:16 PM GMT- IP address: 104.28.111.131 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2023-05-30 - 3:35:53 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2023-05-30 - 3:35:56 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2023-05-30 - 3:42:11 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2023-05-30 - 3:42:18 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2023-05-30 - 3:42:18 PM GMT