MSP TECHNICAL SUPPORT TERMS AND CONDITIONS
Please read these MSP Technical Support Terms and Conditions carefully before purchasing Support Services. If MSP
does not accept the terms of these Terms and Conditions, then MSP must not purchase Support Services. By entering into
the Agreement, MSP confirms that MSP meets all criteria of MSP set out in Section 1.8 herein. Failure to meet the criteria
set out in Section 1.8 or provision of false information about MSP’s business may result in termination by Zabbix of theAgreement for breach under provisions of Section 8.3.1 herein.
1

DEFINITIONS

1.1“Affiliate” means a separate legal entity, directly or indirectly, controlling, controlled by, or under common control with
the MSP.

1.2"Agreement" means the MSP Technical Support Agreement, entered into by and between Zabbix and MSP, andthese T&Cs forming an integral part of Agreement. The Agreement does not constitute a software license
agreement.

1.3“Customer” means a legal or private entity which is a customer of MSP.

1.4

"Documentation" means the technical, user and reference manuals, notes, instructions and summaries, technicalrelease notes, specifications, and any other supporting documentation related to Software, written by Zabbix indigital, printed, or other form.

1.5“Host” means a logical object within Software, which describes a particular physical or logical element to bemonitored by Software (ex., physical server, router, printer, database, web site, IoT device, virtual machine, humanbeing, vehicle, etc.).

1.6"Invoice" means a commercial document issued by Zabbix to MSP, indicating the level of Support Tier to beprovided, quantity, agreed prices, payment terms, and special conditions, if any. Upon receipt of payment, Invoice
becomes an integral part of the Agreement.

1.7“Item” means a logical object within Software, which describes a particular data metric collected from Host. Host may
have one or more Items.

1.8“Legal Entity” means a separate legal entity, which may be either the MSP (acting as a headquarter company/ parent
company) or the Affiliate (acting as an affiliate/ subsidiary of the headquarter company/ parent company).

1.9"MSP" means a legal entity acquiring the right to use Zabbix Support Services, and which is a party to theAgreement. MSP under these T&C means a managed service provider that provides monitoring services to its
customers as a managed service, where MSP’s customers own or have direct oversight of the resources being
monitored, while MSP is responsible for monitoring setup, configuration, maintenance, troubleshooting, and provisionof monitoring results to MSP’s customers. MSP shall meet all of the following criteria: (a) MSP is not affiliated with
MSP’s customers; (b) MSP does not use Support Services solely for own consumption.

1.10“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

1.11"Party" refers to Zabbix or MSP, and "Parties" refers to both Zabbix and MSP collectively.

1.12“Platform” means an automated information system of technical support available online athttps://support.zabbix.com/servicedesk/. Support Services provided through Platform will be provided by humans
and not by artificial intelligence.

1.13“Proxy” means a stand-alone element of Software under Documentation and Software a Zabbix Proxy which iscapable of collecting, buffering, processing, and sending data from Hosts to Zabbix Server.

1.14“Purchase Order” means the written order(s) submitted by MSP, or any third party to whom MSP has authorized tosubmit written order(s) on MSP’s behalf, to Zabbix which identifies the Support Services MSP desires to obtain from
Zabbix.

1.15"Remote troubleshooting service" refers by default to Support Services provided remotely to fix problems underSupport Cases with "Blocker" or "Critical" priority in relation to the blocked operation of Server or Proxy. Zabbix candecide, at its discretion, against providing remote troubleshooting service for a Support Case with lesser than
"Blocker" or "Critical" priority; and, in such case, Zabbix will provide response to User through the Platform in therelevant Support Case ticket.

1.16“Restricted Person” means (i) any country or territory which is or becomes prohibited under Sanctions; (ii) person orentity owned or controlled by or acting on behalf of the government which is or becomes prohibited under Sanctions;(iii) person designated under Sanctions or SDN List; or (iv) any entity that is 50% or more owned or controlled by anyof the foregoing.

1.17“Sanctions” are: (i) restrictions imposed by the Republic of Latvia, the United Nations Organization, and theEuropean Union; (ii) restrictions imposed by the Member States of North Atlantic Treaty Organization, including but
not limited to the United States and the United Kingdom, and which are directly applicable in Latvia; (iii) otherapplicable export controls and trade and economic sanctions.

1.18“SDN List” means the OFAC’s Specially Designated Nationals and Blocked Persons List.

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1.19

“Server” means a stand-alone element of Software under Documentation and Software a Zabbix Server, which is acentral element of Software that performs monitoring, data processing, visualization, notification, interacts with
Proxies and agents, allows overall management of Software.

1.20"Software" means Zabbix Monitoring Solution software developed by Zabbix SIA. Software is released under theterms of the open source software license applicable to the relevant version of the Software. More detailed
information about the open source software licenses applicable to relevant Software’s versions is available athttps://www.zabbix.com/license.

1.21"Support Case" is a precise statement of a single question, problem or issue related to correct installation, functionaland operations of Software, as well as problem resolution, that MSP is facing while using Software with all related
sub-questions and comments, submitted to Zabbix using channels described herein.

1.22"Support Fees" means the support fees set out in Invoice for a period specified in Invoice.

1.23"Support Services" are the technical support services and other services included in particular Support Tier set out in
Section 4 herein to be provided to MSP under the scope of the Agreement. Support Services will be provided toCompany by Zabbix personnel.

1.24“Support Tier” is a set of contractual obligations and limitations to be provided by Zabbix to MSP under the scope of
the Agreement according to tables in Section 4.

1.25"Terms and Conditions" or "T&Cs" means these MSP Technical Support Services Terms and Conditions.

1.26“User” or “Users” refers to MSP’s Authorized Support Contact(s) as may be nominated by MSP from time to time.

1.27“Workaround” means a suggested set of actions or recommendations that the Company may follow to circumvent or
mitigate the impact of an error, notwithstanding that the error still exists. A Workaround, as a temporary solution toan issue, can be provided under SLA set out in Section 4.10.2 only in cases where no modifications to Software’scode are necessary to address the issue.

1.28“Zabbix” means a legal entity set out in the Agreement as a signatory.

1.29“Zabbix personnel” means Zabbix SIA’s technical specialists employed by Zabbix SIA and based in Latvia, as well as
independent contractors contracted by Zabbix SIA.

2MSP’S OBLIGATIONS

2.1

MSP will be responsible for performing operations on MSP’s and Customers computer systems and Zabbix shallhave no responsibility to perform operations on MSP’s and Customers computer systems. MSP acknowledges that
Zabbix ability to perform certain Support Services may be conditioned upon access to certain MSP and Customers
information and access to MSP’s and Customers computer system as reasonably requested by Zabbix. Zabbix
cannot refuse to solve a certain problem due to impossibility to access MSP’s and Customers computer systems
without providing a good reason why the problem in question cannot be solved by Zabbix through other technicalmeans (e.g., screen sharing, log files, etc.) without direct access to MSP’s and Customers computer systems. Suchinformation may include, but is not limited to, the type of hardware MSP or Customers are using, a description of the
problem for which MSP seeks Support Services, and additional software MSP is using that falls outside the Support
Services scope of coverage. MSP understands and agrees that the completeness and accuracy of the information
provided by MSP to Zabbix may affect Zabbix’s ability to provide Support Services. Support Services purchased by
MSP are intended for use only for the benefit of MSP and only for the instances (Servers, Proxies and Hosts)
covered by this Agreement. MSP may not use Support Services for other third-party beneficiaries and for instancesthat are not covered by the Agreement. Any unauthorized use of the Support Services will be deemed to be amaterial breach of this Agreement.

2.2

Should MSP initiate a Support Case, Zabbix may require MSP to provide Zabbix with the following information, whichshall be considered to be Confidential Information, related to such issue or the technical assistance: (a) a generaldescription of the operating environment, (b) a list of all hardware components, operating systems and networks, (c)a reproducible test case, and (d) any log files, trace and systems files. MSP’s failure to provide this information may
prevent Zabbix from identifying and resolving that purported issue.

2.3

Support Services shall be provided solely to Users. Zabbix strongly recommends Users to be trained on Software.
MSP shall be asked to designate Users in writing, including their full name, primary corporate email address, andphone numbers, following the date of entry into force of the Agreement. MSP may not use a single User to act as amere forwarding service for other personnel. Zabbix shall assign access for Users to use Support Services. Numberof Users is limited for each Support Tier. The initial list of Users is set out in Section "Authorized support contacts" ofthe Agreement. MSP may change its designated Users at any time by providing written notice to Zabbix. If Zabbix
receives any requests or inquiries from MSP employee other than User, Zabbix may address such requests orinquiries, but Zabbix is not obligated to do so. MSP may purchase additional Users for a fee. User may not use
Support Services on the basis of this Agreement to benefit any person or entity other than MSP. Each User musthave “read and/or write” access to all necessary files. Each User must have good command of English and relevant
technical knowledge necessary to assist Zabbix in performing Support Services contemplated under the Agreement.
Such knowledge includes familiarity with Software, MSP’s infrastructure and Customer’s infrastructure.

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2.4

MSP may initiate a Support Case through the Platform. Users are authorized to login to Platform and to submit aSupport Case for any covered Support Service, or to register Support Case by sending e-mail message to Zabbix
support e-mail address, or over the phone during Support Services availability time. Each submitted Support Case isgiven a unique identification number. Support Services logged through the Platform are managed in English.

2.5

MSP will be responsible for provision of regular usage reports according to instructions provided by Zabbix. Reported
data will consist of number of Items, Hosts, Proxies, Software version, and similar technical and usage information toensure MSP compliance with T&Cs. Zabbix may use such data as well to produce statistical reports, where all
personal information will be removed.

2.6

Each Support Tier is limited by the number of Hosts covered under the relevant support tier as set out in Section 4.9.
MSP may within its course of operations exceed this limit. MSP may choose either to upgrade to higher Support Tieraccording to Section 8.2 or to pay for excess use according to the price specified in the initial Invoice that covers
particular Support period.

3

PRICING, INVOICING & TAXES

3.1

Support Fees shall be due and payable in the currency and pursuant to the payment terms indicated in the Invoice.
Without limiting the foregoing, Zabbix shall notify MSP of the then-current annual Support Fee for Support Tier ineach renewal Invoice. Support Fees are non-refundable except as required by applicable law or as otherwise
specifically permitted in these T&Cs. Zabbix may suspend or terminate Support Services if Support Fees are past
due and if MSP does not remedy such failure within five (5) business days upon receipt of Zabbix’s notice. MSP shallprovide complete and accurate billing and contact information to Zabbix.

3.2

MSP shall pay the Support Fees without withholding or deduction. Support Fees are exclusive of taxes and MSP is
responsible for all taxes. Zabbix will charge taxes when required to do so. MSP will pay Zabbix net of any applicable
withholding taxes. If MSP is required to withhold or deduct any taxes from Support Fees before remitting payment toZabbix, then MSP agrees to increase the amount payable to Zabbix by the amount of such taxes so that Zabbix
receives the full amount of all Support Fees. Thereby, Zabbix may gross up its rates and the amount due in an
Invoice to ensure that the net amount actually received by Zabbix equals the gross amount due. MSP and Zabbix will
work together to avoid any withholding tax if exemptions, or a reduced treaty withholding rate, are available. If Zabbix
qualifies for a tax exemption, or a reduced treaty withholding rate, Zabbix will provide MSP with reasonable
documentary proof.

3.3

Zabbix shall accept a Purchase Order by issuing the Invoice. The provisions of these T&Cs shall prevail over theterms and conditions of Purchase Orders. Consequently, terms and conditions of Purchase Orders, which are newor conflicting from those set forth in these T&Cs, shall not apply.

3.4

Having determined the number of Legal Entities to which the Support Services will be provided under the Agreement,
Zabbix applies the appropriate pricing model and Support Tier after assessing the scope of the Support Services tobe provided, and the size of the MSP (including the number of Affiliates to be covered by the Agreement).

4

SUPPORT SERVICES AND SUPPORT TIERS

4.1

Subject to MSP’s payment of the applicable Support Fees set forth in the Invoice, Zabbix shall provide Support
Services set out in the Agreement and in the Invoice in accordance with Support Tier descriptions set forth below.

4.2

Support Services only cover Support Cases, directly related to, or caused by Software and its functionality, stemmingfrom the Software usage by MSP.

4.3

Delivery of Support Services for Software versions is limited according to provisions set out in this Section 4.3.
Support Services are provided for Software versions according to Zabbix Life Cycle & Release Policy available athttps://www.zabbix.com/life_cycle_and_release_policy, which offers detailed up-to-date information on frequency
and cycles of updates for Software versions, and sets out currently supported Software versions. The schedule
below sets out supported Software versions, which are actual and applicable on the date of publication of thisversion of T&Cs. For clarity and consistency purposes, it is recommended for MSP to refer to Zabbix Life Cycle &Release Policy during the period of validity of the Agreement for up-to-date information on currently supported
Software versions.
Full Support Services include resolution of all Support Case types, while Limited Support services include only
resolution of Support Cases with “Critical” priority and security related issues. Zabbix does not guarantee any
problem resolution for older releases and non-stable releases.
Major version

End of Full Support End of Limited Support

Zabbix 5.0 LTS

May 31, 2023

May 31, 2025

Zabbix 6.0 LTS

February 28, 2025

February 28, 2027

Zabbix 6.4

June 30, 2024

December 31, 2024

Zabbix 7.0 LTS

June 30, 2027

June 31, 2029

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4.4

Zabbix shall have no obligation of any kind to provide Support Services for Support Cases directly or indirectly
resulting from errors (bugs), performance or other issues occurring due to any of the following: (i) MSP is using
Software that is modified or changed either by MSP, or any third party in any way without written direction or express
authorization by Zabbix; or (ii) MSP is using Software in ways or use cases other than as provided in theDocumentation.

4.5

Support Cases are handled based on Support Case priority levels as described in Section 4.8. When submitting
Support Case, MSP selects the priority in accordance with the priority guidelines set forth in Section 4.8. Zabbix may
upon receipt of Support Case change priority of Support Case if Zabbix reasonably considers the Support Case as
non-conforming to the criteria for the selected priority. Zabbix shall respond to Support Case and shall provide
Workarounds or problem resolution in accordance with terms set in Section 4.10 for each specific Support Tier. A
Support Case is considered to be closed upon receiving a solution from Zabbix that is considered proper by MSP.

4.6

Support Services will be provided within Support Services availability time set out in Section 4.9. Support Services
availability time 24x7 shall mean availability of Support Services twenty-four (24) hours a day, seven (7) days aweek. Support Services availability time 8x5 shall mean standard business hours from 9 a.m. to 6 p.m. according totime zone set out in the Agreement, from Monday to Friday.
If response time set out in Section 4.10 (for Support Tier with Support Services availability time 8x5) falls out of thatparticular business day’s Support Services availability time, then the remaining response time is transferred to thenext business day’s Support Services availability time.

4.7

Zabbix will use commercially reasonable efforts to provide a response within the response guideline period set forthin Section 4.10 during standard business hours and days as set forth therein.

4.8

Support Case priorities are assigned based on the technical importance of the problem in MSP’s Zabbix
environment.

Support Case Priority Support Case priority criteria
Blocker

Critical problem that causes downtime of Software

CriticalCritical problem that cannot be bypassed for Software

Major

Problem that cannot be bypassed for Software

Minor

Problem that can be bypassed for Software

Trivial

Inaccuracy or case where Software is not operating as documented

New Feature

Request for new feature to estimate its development

Task

Consultation related to MSP’s environment if additional consulting hours are purchased

4.9

Both number of Support Cases and support availability time are limited as per Support Tier according to the tablebelow.

Support TierMSP 1000

MSP 2500

MSP 5000

MSP 10000

MSP 20000

MSP 50000

MSP
Unlimited

1 000

2 500

5 000

10000

20 00050 000

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Number ofmonitored Hosts
Supported Serverand Proxies
Native Zabbix HA

Included

Included

Included

Included

Included

Included

Included

Customers supported

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

25

50

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Platform

Platform

8x5

8x5

24x7

24x7

24x7

24x7

24x7

8 hours

8 hours

4 hours

4 hours

4 hours

4 hours

2 hours

OptionOptionOptionIncluded

Included

Included

IncludedNumber of Users

3

5

5

5

10

15

50

ZCU public by Zabbix

2

2

2

3

3

10

50

ZCS public by Zabbix

-

-

1

2

2

5

20

ZCP public by Zabbix

-

-

-

-

-

2

10

Maximum number ofSupport Cases
Available support
Channels

Platform, e-mail & phone

Support Services
availability time
Initial response time
Remotetroubleshooting

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ZCE public by Zabbix

-

-

-

-

-

-

3

Legal entities covered
1
1
1
1
1
1
5
4.9.1. Additionally, it is possible to purchase additional services to all MSP Support Tiers – performance tuning,
environment review, upgrade to a newer version, additional development works, if required.
4.9.2. All MSP Support Tiers, except MSP Unlimited, cover only one Legal Entity. MSP Unlimited covers five Legal Entities,
and it is possible to cover additional Legal Entities for an extra Support Fee, if required.
4.10

Support Services SLA

4.10.1 Maximum time period for providing initial response and acknowledgment, by Support Case priority:
Support Case Priority

MSP 1000

MSP 2500

MSP 5000

MSP 10000

MSP 20000

MSP 50000

MSP
Unlimited
GlobalBlocker

8 businesshours

8 businesshours

4 hours

4 hours

4 hours

4 hours

2 hours

Critical8 businesshours

8 businesshours

4 hours

4 hours

4 hours

4 hours

2 hoursMajor

8 businesshours

8 businesshours

4 hours

4 hours

4 hours

4 hours

2 hours

MSP 10000 MSP 20000

MSP 50000

MSP
Unlimited
GlobalMinor

1 business day

Trivial2 business days

New Feature

3 business days

Task

1 business day

4.10.2 Maximum time period for providing Workarounds, by Support Case priority:
Support Case Priority

MSP 1000

MSP 2500

MSP 5000

Blocker

-

-

-

-

24 hours

24 hours

16 hours

Critical

-

-

-

-

48 hours

48 hours

24 hours

Major

-

-

-

-

48 hours

48 hours

24 hours

Minor

-

-

-

-

48 hours

48 hours

48 hours

Trivial

-

-

-

-

5 business days

4.10.3 Maximum time period for providing problem resolution, by Support Case priority:
Support Case Priority

MSP 50000

MSP
Unlimited
Global

7 days7 days3 days-10 days

10 days

7 days--10 days

10 days

7 days

-

-

-

-

-

-

MSP 1000

MSP 2500

MSP 5000

MSP 10000 MSP 20000

Blocker

-

-

-

-

Critical

-

-

-

Major

-

-

Minor

-

Trivial-determined unilaterally by
Zabbix14 daysdetermined unilaterally by Zabbix

5

PROBLEM RESOLUTION, SUPPORT CASE’S HANDLING PROCEDURE, CONTRACTUAL PENALTIES

5.1

Problem Resolution
Zabbix will use all commercially reasonable efforts to resolve any issue stemming from the usage of Software by
MSP as reported under Support Case.
Zabbix at its sole discretion may resolve such issue in the version of Software that MSP is currently using or may
instruct MSP to migrate to a newer minor version of Software with that issue resolved. Zabbix reserves the right toprovide MSP with a Workaround in lieu of resolving an issue should Zabbix in its sole judgment determine that it ismore effective to do so.
Zabbix may decide against resolving an issue if such resolution, due to complexity based upon the results of theevaluation of technical feasibility in terms of staff time and financial resources needed, places disproportionate
burden on Zabbix and requires means clearly out of proportion to commercial viability (e.g., rewriting of significant
part of the source code). In the event that Zabbix decides against resolving an issue in Software, as requested by
MSP, the latter shall be entitled to decide whether to terminate the Agreement within thirty (30) calendar days fromthe date when Zabbix informed MSP of such decision by providing five (5) business days’ notice in writing toZabbix MSP Technical Support Terms and Conditions – Version 7.0
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Zabbix, and Zabbix will refund the remaining pro-rata prepaid Support Fees according to the remaining period of
Support Services paid and not received by MSP. After receipt of the pro-rata refund of the prepaid Support Fees the
MSP will have no further recourse against Zabbix.
5.2

Support Case’s Registration and Handling Procedure

5.2.1 MSP, as the necessity in Support Services appears, opens Support Case under procedure that is set out below.
The Support Case must contain the name, surname, and contact details of the person who had faced the problem
directly, priority of Support Case as per the classification set out in Section 4.8, as well as a detailed description of aquestion or non-routine situation.
Support Cases may be submitted to Zabbix by User through any of the means listed below:•

through the "Platform";•

via e-mail address;• by telephone.
5.2.2 At the time of registration of Support Case the Platform sends a message with Support Case’s number, link to
Support Case and the status of Support Case to the e-mail address of User who had registered Support Case. The
status "Waiting for Support" is assigned.
5.2.3 The time of commencement of providing the Support Services under Support Case is the time of registration of
Support Case by Zabbix.
5.2.4 MSP shall add comments to previously registered Support Case in the Platform in case of repeated request
regarding the same problem. Support Case is assigned with the status "Waiting for Support" after adding eachcomment to Support Case from MSP’s side in the Platform.
5.2.5 The reaction time to Support Case is an amount of time between the submission of Support Case by MSP in the Platform
and receiving the first human reply message from Zabbix after registration of the respective Support Case. The upper time
limit for reaction to Support Case is set out in Section 4.10.1 of these T&Cs. Support Case is assigned with the status"Waiting for Customer" after sending the initial and each subsequent response to MSP’s Support Case.

5.2.6 The time for providing Workaround is an amount of time between the moment MSP provided Zabbix all necessary
information and details regarding particular Support Case and all additional information requested by Zabbix asstated in Section 2.2 and the moment of providing the solution to MSP that allows to reduce the priority of Support
Case. The upper time limit for providing Workaround is set out in Section 4.10.2 of these T&Cs.
5.2.7 MSP singlehandedly, or Zabbix subject to MSP’s approval, will change Support Case’s status to "Resolved" after the
problem resolution is provided by Zabbix and in case MSP concurs with such resolution. Otherwise, Zabbix
representative shall contact User to identify the reason of nonconcurrence, and Zabbix shall resume the provision of
Support Services under Support Case (when requested).
5.2.8 The time for providing problem resolution is an amount of time between the moment MSP provided Zabbix allnecessary information and details regarding particular Support Case and all additional information requested by
Zabbix as stated in Section 2.2 and the moment of providing the solution to MSP that allows to close Support Case.
The upper time limit for problem resolution is set out in Section 4.10.3 of these T&Cs.
5.2.9 MSP shall check the proposed solution and shall inform Zabbix on MSP’s concurrence or nonconcurrence with such
solution no later than thirty (30) days after the change of Support Case’s status to "Resolved". If MSP concurs withproposed solution, MSP shall change Support Case’s status to "Closed" in manual way. Otherwise, MSP shallchange Support Case’s status to "Waiting for Support".
5.2.10 The Platform will assign Support Case with the status "Closed" automatically if MSP does not change Support
Case’s status either to "Closed" or to "Waiting for Support" within thirty (30) days after Support Case is being
assigned with the status "Resolved". Support Case is permanently closed for editing, commenting, or changing its
status after the change of Support Case’s status to "Closed". MSP shall register a new Support Case if newquestions or comments arise in connection with Support Case with status "Closed".
5.3

Contractual penalties for delayed Support Services. In case of a delay in fulfilment of Zabbix obligations that are
set out in Section 4.10 of these T&Cs, MSP shall be entitled to impose a contractual penalty for each hour of delay
amounting to: (i) one tenth percent (0.1%) of the annual Support Fees for problems with "Blocker" and "Critical"
priority;(ii) five hundredths percent (0.05%) of the annual Support Fees for problems with "Major" and "Minor" priority. The
total amount of contractual penalties in aggregate shall be capped at five percent (5%) of the annual Support Fees.

5.4

If the delay in the process of fulfilment of the duties of one Party makes it impossible for the other Party to timely fulfil
its duties under the Agreement and these T&Cs, the term of the fulfilment of the duties by the other Party shall be
prolonged for the period of the delay by the delaying Party. The Party, which claims the prolongation of the period of
fulfilment of the duties, shall present documents certifying the fact of the delay in the fulfilment of the duties of theother Party.

6

OWNERSHIP

6.1

Zabbix will own all rights, title and interest in and to any software programs or tools, utilities, technology, processes,
inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or

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generated by Zabbix in connection with performing its support obligations (collectively "Zabbix Materials"), including
all worldwide patent rights (including patent applications and disclosures), copyright rights, moral rights, trade secretrights, know-how and any other intellectual property rights (collectively, "Intellectual Property Rights") therein. MSP
will have no rights in the Zabbix Materials except as expressly agreed to in writing by the Parties. Nothing in thisAgreement will be deemed to restrict or limit Zabbix right to perform similar services for any other party or to assign
any employees or subcontractors to perform similar services for any other party provided that Zabbix complies with
its obligations under Section 7 with respect to MSP’s Confidential Information.
7

CONFIDENTIAL INFORMATION

7.1"Confidential Information" means: (i) MSP’s materials and Zabbix Materials; (ii) personal data; (ii) any business ortechnical information of Zabbix or MSP that is designated by a Party as "confidential" or "proprietary" at the time of
disclosure or due to its nature or under the circumstances of its disclosure the Party receiving such information
knows or has reason to know should be treated as confidential or proprietary; and (iii) any information that areasonable person would expect to be confidential, including but not limited to, the Agreement, business or technicalinformation, log files, trace and system files, and which is disclosed by a Party to the other Party.

7.2

Confidential Information does not include information that: (i) is or becomes generally known to the public through nofault or breach of this Agreement by the receiving Party; (ii) is rightfully known by the receiving Party at the time of
disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving Party without useof the disclosing Party's Confidential Information; (iv) is rightfully received by the receiving Party from a third party
without restriction on use or disclosure; or (v) is disclosed with the prior written approval of the disclosing Party.

7.3

Each Party will not use the other Party's Confidential Information except as necessary for the performance orenforcement of this Agreement and will not disclose such Confidential Information to any third party except to thoseof its employees and subcontractors who have a bona fide need to know such Confidential Information for the
performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by awritten agreement that contains use and nondisclosure restrictions consistent with the terms set forth in this Section.
Each Party will employ all reasonable steps to protect the other Party's Confidential Information from unauthorized
use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance.
The foregoing obligations will not restrict either Party from disclosing the other Party's Confidential Information: (i)pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the
Party required to make such a disclosure gives reasonable notice to the other Party to contest such order or
requirement; (ii) to its legal or financial advisors, provided that such advisor(s) shall be bound by nondisclosure
restrictions consistent with the terms set forth in this Section; (iii) as required under applicable laws and regulations;and (iv) subject to customary restrictions, to present or future providers of venture capital and/or potential private
investors in or acquirers of such Party.

8

TERM, RENEWAL, UPGRADE AND TERMINATION

8.1

Term. The date of commencement of the provision of Support Services by Zabbix under the Agreement and these
T&Cs shall be either the start date of period set out in Sub-Section "Support period" of Section "Support details" ofthe Agreement or any such later date as may be specified in the written notification signed by authorized
representative of MSP and duly submitted to Zabbix or a date set out in Invoice (the "Effective Date").
The Agreement shall commence on the Effective Date, and continue for a period of one (1) year or other term
specified in the Agreement or Invoice (the "Term") and thereafter terminate, unless terminated earlier in accordancewith its terms. Support Cases unused during the Term are not transferable to the next Term.
Upon expiration of the Term, the renewal of the Agreement can be made by the extension through one of thefollowing extension options: (i) by mutual written agreement of the Parties, (ii) by MSP’s payment of the renewal
Invoice issued by Zabbix, or (iii) by MSP issuing the Purchase Order.
If MSP allows the Term to expire, and subsequently reactivates Support Services, then MSP shall cover Support Fees forthe lapsed period. At the same time, Zabbix is not obligated to provide Support Services during the lapsed period.

If MSP had reached the maximum number of Support Cases set out in Section 4.9 within the Term, andsubsequently required the initiation of additional Support Case, then this Term shall be deemed as expired and MSP
shall renew this Agreement for another Term.
Zabbix, at its discretion, shall have the right, but not an obligation, to block MSP’s access to Platform and topermanently delete and remove from Platform the Support Cases with all details and comments, after thirty (30)days of the lapsed period. MSP will be able to access the Support Cases during the thirty (30) days of the lapsed
period only.
MSP may register Support Cases up until the end of the last day of the Initial Term or the Renewal Term, and Zabbix
will provide the Support Services regarding the registered Support Cases until those are resolved.
8.2 Upgrade. MSP may request upgrade to a higher Support Tier at any time by informing Zabbix in writing (including via
e-mail). If upgrade is requested within then current Term, such upgrade can be made through the following procedure:

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a. for Support Fees for current Support Tier, a pro-rata amount based on remaining number of Support Cases
and a pro-rata amount based on remaining Term are calculated, and smaller amount is selected as
deductible amount;b. Support Fees for upgraded Support Tier are reduced by deductible amount set out in Sub-Section 8.2 (a) above;c. Term of upgraded Support Tier commences on date of the upgrade.
8.3

Termination

8.3.1 Termination for Breach. Each Party is entitled to terminate this Agreement if the other Party breaches any material
term of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.
If the Agreement is terminated by Zabbix due to the MSP’s breach of the material term, Zabbix will have no
obligation to refund any amounts of the prepaid Support Fees for Support Services paid and not received by MSP. If
the Agreement is terminated by the MSP due to Zabbix’s breach of the material term, Zabbix will refund theremaining pro-rata prepaid Support Fees according to the remaining period of Support Services paid and notreceived by MSP. After receipt of the pro-rata refund of the prepaid Support Fees the MSP will have no further
recourse against Zabbix.
8.3.2 Termination for Sanctions Compliance. If MSP or any individual, entity, or organization holding any ownershipinterest or controlling interest in MSP, including a director, is determined at any time to be an individual, entity,organization with whom Zabbix is prohibited from dealing by Sanctions, including without limitation, names
appearing on the SDN List, then MSP will be deemed to be in material breach of this Agreement and Zabbix may
terminate this Agreement immediately, without an obligation to refund any amounts of the prepaid Support Fees for
Support Services paid and not received by MSP.
8.3.3 Termination for Convenience. MSP may, at its option, immediately terminate the Agreement, at any time and for any
reason, by giving written notice to Zabbix. Upon such termination, Zabbix will have no obligation to refund any
amounts of the prepaid Support Fees for Support Services paid and not received by MSP.
8.4

Effect of Termination. Upon the expiration or termination of this Agreement: (i) Zabbix will promptly return all MSP's
materials to MSP or destroy/delete such MSP’s materials; (ii) each Party will promptly return to the other Party all
Confidential Information of the other Party in its possession or control, or destroy such Confidential Information, ineach case save to the extent that the Party is required to retain any such Confidential Information by any applicablelaw, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordancewith reasonable internal policy, or where the Confidential Information has become embedded in its electronicstorage systems through automated backup or archiving procedures, to the extent that this is necessary, and incompliance with the confidentiality obligations mentioned above; and (iii) MSP will, within thirty (30) days after
receipt of Zabbix invoice, pay all accrued and unpaid fees and expenses.

8.5

Survival. The rights and obligations of the Parties contained in Sections 6, 7, 8, 9.2, 10, and 11 of these T&Cs willsurvive the expiration or termination of the Agreement.

9

REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY

9.1

Representations and Warranties

9.1.1 Zabbix represents and warrants that (a) it has the authority to enter into the Agreement, (b) the Support Services will
be performed in a professional and workmanlike manner by qualified personnel.
MSP represents and warrants that (a) it has the authority to enter into the Agreement, and (b) MSP’s use of
Software will comply with all applicable laws, and MSP will not use Software for any illegal activity.
9.1.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SOFTWARE IS PROVIDED “AS IS” AND
WITHOUT ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED, AND ZABBIX DISCLAIMS ALL
SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY
WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE. ZABBIX DOES NOTREPRESENT OR WARRANT THAT SOFTWARE WILL BE UNINTERRUPTED, SECURE, ERROR FREE,
ACCURATE OR COMPLETE, OR THAT ZABBIX WILL CORRECT ALL ERRORS.
9.1.3 Sanctions. The Parties shall comply with all applicable Sanctions in performance of the Agreement. The Party shallnot do anything which would cause the other Party to be in breach of applicable Sanctions.
No transaction shall be made with the Restricted Persons under this Agreement, except to the extent that suchtransaction is permitted under Sanctions (for example by way of a general or specific license granted by the relevant
authorities).
Except as has previously been disclosed in writing, each Party represent that it, its beneficial owners, and directors
are not and have not in the past been identified as a Restricted Person.
Should a Party, any of its beneficial owners or directors be identified as a Restricted Person, such Party shallpromptly notify the other Party in writing. Upon receipt of such notice, the other Party may and hereby reserves its
rights to take steps necessary to comply with applicable laws up to and including terminating this Agreement.
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9.2

Limitation of Liability

9.2.1 MSP IS RESPONSIBLE FOR THE RIGHT EXPLOITATION OF SOFTWARE. MSP IS OBLIGED TO MAKE
BACKUP COPIES OF DATA AND SOFTWARE.
9.2.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY
DAMAGES FOR LOST OR DAMAGED DATA, LOST PROFITS, LOST SAVINGS OR BUSINESS OR SERVICEINTERRUPTION, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2.3 IN NO EVENT WILL ZABBIX TOTAL AND AGGREGATE LIABILITY FOR ALL CLAIMS AND ALL THEORIES OF
LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT EXCEED THE AMOUNT OF ANY DIRECTDAMAGES UP TO THE AMOUNT OF SUPPORT FEES PAID TO ZABBIX BY MSP UNDER THIS AGREEMENT.
9.2.4 NOTWITHSTANDING ANY OTHER PROVISION OF THE AGREEMENT AND THESE TERMS AND CONDITIONS,ZABBIX DOES NOT EXCLUDE OR LIMIT LIABILITY FOR (A) PERSONAL INJURY OR DEATH OF ANY
INDIVIDUAL TO THE EXTENT THAT SUCH INJURY OR DEATH RESULTS FROM THE NEGLIGENCE OR
WILLFUL MISCONDUCT OF ZABBIX, ITS EMPLOYEES, OR SUBCONTRACTORS; (B) DAMAGES RESULTINGFROM FRAUD; (C) ANY OTHER LIABILITY WHICH IS NOT PERMISSIBLE AT LAW TO EXCLUDE OR LIMIT.
10NON-SOLICITATION
During the term of the Agreement and for a period of twelve (12) months thereafter, either Party will not recruit orotherwise solicit for employment any employees or subcontractors of the other Party who participated in theperformance of the Agreement without such other Party’s express prior written approval. Notwithstanding theforegoing, this Section 11 shall not preclude either Party from hiring any person so employed or retained by the otherParty where such person independently responds to an employment opportunity broadcast by the Party to thegeneral public (e.g., via newspaper, magazine, broadcast, internet, etc.).

11

GENERAL PROVISIONS

11.1

Neither Party may assign its rights and obligations under the Agreement without prior written consent of the otherParty.

11.2

Governing Law. The Agreement, and all matters arising out of or relating to the Agreement, will be governed by andconstrued under the laws of the jurisdiction set out in the governing law column opposite the applicable Zabbix entity,
signatory to the Agreement, in the table below. Further, for any action arising out of or related to the Agreement, both
Parties consent to the exclusive jurisdiction and venue of the courts located in the venue column opposite theapplicable Zabbix entity in the table below.
Zabbix entity
Governing Law
Jurisdiction and Venue
SIA "Zabbix",
registered in
LatviaThe substantive law of the Republic of Latvia, without
giving effect to any of the conflicts of law principles
which would result in the application of the substantive
law of another jurisdiction

Riga City Vidzeme District Court

Zabbix LLC,
registered in the
United States

The substantive and procedural law of the State of New
York, without giving effect to any of the conflicts of law
principles which would result in the application of thesubstantive law of another jurisdiction

The Supreme Court of the State of
New York, County of New York or
the United States District Court for
the Southern District of New York

11.3

Notices. Any notice to be given pursuant to this Agreement, including any notice of change of address for notice,
shall be sent by registered post, delivered in person or via courier service with signature upon delivery, to the Party’s
address set out in the Agreement, and such notice shall be deemed notified on the seventh day after handing it overto the post office, or on the second business day after delivery in person or via courier service.

11.4

Waiver. The waiver of any breach or default of any provision of the Agreement will not constitute a waiver of any
other right hereunder or of any subsequent breach or default.

11.5

Severability. If any provision of the Agreement is held invalid or unenforceable by a court of competent jurisdiction,
the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be
construed so as to be enforceable to the maximum extent permissible by law.

11.6

MSP permits Zabbix to use MSP’s name and logo, and to refer to MSP as a user of Software and a customer ofZabbix.

11.7

Neither Party will be responsible for any failure or delay in its performance under Agreement due to causes beyond
its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, fire, failure of the public
electricity supply, acts of government or public authority, war, acts of terror, riot, acts of nature.

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11.8

Changes. This version of T&Cs supersedes any previously existing version. Zabbix reserves the right to updatethese T&Cs from time to time and/or to supplement them with additional terms or conditions specific to Support
Services as it may deem appropriate. If Zabbix amends these T&Cs in a manner that materially reduces level orquality of Support Services, Zabbix will notify MSP at the email address stated in Agreement with at least thirty (30)days prior notice. Where MSP raises no objections within the period specified above, it shall be assumed that MSP
has consented to the amendments.

11.9

Data Protection.

11.9.1 Data Protection of personal data to be processed by Zabbix if SIA "Zabbix" is a signatory to the Agreement. No
transfer and processing of personal data, especially MSP’s Customers’ personal data, shall be made by Zabbix forthe purpose of performing of Support Services under the Agreement, save for the processing of limited scope of
personal data (first name, surname, e-mail address, telephone number, position) of Users and MSP’s Authorized
Representatives for business continuity purpose.
Zabbix is committed to protecting the privacy of personal data under the Governing Law and the EU General Data
Protection Regulation 2016/679 (GDPR). For the purposes of GDPR, Zabbix will be the controller of personal data ofUsers and MSP’s Authorized Representatives that Zabbix collects from MSP in connection with the provision of
Support Services. Zabbix Privacy Policy is available at https://www.zabbix.com/privacy_policy. If such need arises
and MSP requires Zabbix to process MSP’s Customers’ personal data, for the purposes of GDPR, MSP will becontroller and Zabbix will be processor of such personal data and the processing of personal data of MSP’s
Customers shall be made solely based on documented instructions from MSP.
11.9.2 Data Protection of personal data to be processed by Zabbix if Zabbix LLC is a signatory to the Agreement. No
transfer and processing of personal data, especially MSP’s Customers’ personal data, shall be made by Zabbix forthe purpose of performing of Support Services under the Agreement, save for the processing of limited scope of
personal data (first name, surname, e-mail address, telephone number) of Users and MSP’s Authorized
Representatives for business continuity purpose.
Zabbix is committed to protecting the privacy of personal data under the Governing Law. If such need arises and
MSP requires Zabbix to process MSP’s customers’ personal data, then the processing of personal data of MSP’s
Customers shall be made solely based on documented instructions from MSP.
11.10 Anti-corruption. All business relationships under the Agreement must be guided by the strictest rules of integrity.
Zabbix does not tolerate any form of corruption, extortion, or misappropriation of assets (which includes the promise,delivery, or acceptance of bribery). All business relationships must be fully transparent and precisely recorded inrecords and books of account. Each Party hereby is obliged to comply with applicable anti-corruption laws.

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Zabbix MSP Technical Support Terms and Conditions – Version 7.0
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