EVALUATION TERMS & CONDITIONS
These Evaluation Terms and Conditions (“T&Cs”) apply between Cohesity, Inc., a Delaware corporation(“Company”), and any user (“Evaluator”) receiving hardware (“Hardware”), and/or software (including
beta, early access, or demo products) supplied by Company (or its partners/suppliers) for internal
evaluation purposes (the “Products”).
Typically, but not always, evaluations of Products are conducted pursuant to a written Company
evaluation quote or other written agreement or order (“Evaluation Quote”). The applicable Evaluation
Quote(s) (if any) and these T&Cs comprise the entire agreement between the parties (collectively, this“Evaluation Agreement”).
Part 1: Software Terms
1. Loan; Title. Company agrees to loan and Evaluator agrees to accept loan of Software. Title to all
Software and intellectual property rights embodied therein shall remain with Company at all times.
Evaluator shall not loan Software to (or allow the use or possession of Software by) any third party.
2. Evaluation Period. Evaluator may evaluate the Software for the period of time set forth on theEvaluation Quote, commencing on the date Evaluator receives the Software (the “Evaluation Period”).
If not specified, the Evaluation Period shall be 60 days.
3. Software License; Restrictions. Subject to the terms hereof, Company grants Evaluator a personal,
nonsublicensable, nonexclusive, revocable right to use any Company software made available orotherwise intended for evaluation (the “Software”) in object code form solely for internal evaluation during
the Evaluation Period and for no other purpose. Evaluator will not (nor allow any third party to) (i) modify,
reverse engineer or attempt to discover source code or underlying ideas or algorithms of any Software(except to the extent that applicable law prohibits such restrictions) or (ii) use Software to directly or
indirectly develop, promote, distribute, sell or support any product or service competitive with Companyproducts. For purposes of the evaluation, it is recommended that Evaluator shall only utilize test data ina test lab environment. Evaluator may not use any Software in a production or live environment without
Company written approval. Any such use shall be at Evaluator’s sole risk. For software-as-a-service
evaluations, additional restrictions and requirements specified in terms thereto shall also apply.
4. Demonstration/Testing & Integration. It shall not be a breach of this Evaluation Agreement for Evaluator
who is also (i) a Company reseller or service provider to demonstrate Products to prospective end users
with Company’s prior written consent provided all other terms herein are complied with, or (ii) a
Technology Partner to use Software during the Evaluation Period for testing and integration purposes.
“Technology Partner” means a third party that has completed a Cohesity technology partner registration
process (as determined by Cohesity) and is issued login credentials to access or use the Software byCohesity for testing and integration purposes. Unless agreed otherwise in writing, the Evaluation Period
for Technology Partners is ninety (90) days.
5. Software Return. Upon expiration of the Evaluation Period or termination of this Evaluation Agreement(whichever occurs earlier) Evaluator shall, at its option, either (i) immediately cease use of all Software,or (ii) purchase the Software for the price stated on a valid quote provided by Company or an authorized
reseller (a “Purchase”).
6. Information Use & Feedback. If in connection with Evaluator’s evaluation of the Products, Evaluator
provides Company with feedback, suggestions, and ideas concerning the Products (“Feedback”)
Evaluator hereby grants Company a perpetual and irrevocable right to use the Feedback in any way andfor any purpose without restriction or compensation to Evaluator. For clarity, the Feedback shall notencompass any of Evaluator’s pre-existing intellectual property.

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7. Confidentiality. A party receiving Confidential Information (“Recipient”) from a Discloser shall not use
or disclose same except as expressly authorized by this Evaluation Agreement and shall protect sameusing the degree of care it uses with its own confidential information (but no less than reasonable care).
“Confidential Information” means nonpublic information of a party (the “Discloser”) in any form, that is
identified as “confidential” or similar or that the Recipient knows (or a reasonable person in the technology
industry would understand to be) confidential, including without limitation this Evaluation Agreement.
Company’s Confidential Information includes, and Evaluator shall not disclose, details about, orbenchmarking results or technical specifications of, any Products, or the results or Evaluator’s
impressions of the performance of Products. This Section 7 supplements any existing nondisclosureagreement between the parties (“Existing NDA”), provided that in the event of conflict between thisSection 7 and an Existing NDA, this Section 7 shall prevail.
8. Warranty Disclaimer. ALL PRODUCTS, SOFTWARE AND SERVICES ARE PROVIDED ON AN “ASAVAILABLE” AND “AS IS” BASIS FOR EVALUATION PURPOSES WITHOUT ANY WARRANTYWHATSOEVER. EVALUATOR AGREES AND ACKNOWLEDGES THAT ANY BETA PRODUCTS AREPROVIDED WITHOUT SUPPORT (INCLUDING FOR UPGRADES OR DATA MIGRATION).
9. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES OR LEGAL THEORY SHALLCOMPANY OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO EVALUATOR OR ANY OTHERPERSON FOR ANY DIRECT OR INDIRECT (INCLUDING WITHOUT LIMITATION SPECIAL,INCIDENTAL, AND CONSEQUENTIAL) DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES
FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSSOF DATA, COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM USE OF
THE PRODUCTS, BUT EXCLUDING ANY LIABILITY WHICH, UNDER APPLICABLE LAW, CANNOTBE PRECLUDED BY CONTRACT.
10. Miscellaneous. A waiver of any default hereunder or of any provision of this Evaluation Agreement
shall not be deemed a continuing waiver or a waiver of any other default or provision. If any provision ofthis Evaluation Agreement is found to be invalid, illegal or unenforceable, a modified provision shall besubstituted which carries out as nearly as possible the original intent of the parties, and the validity,legality and enforceability of the remaining provisions shall not be affected or impaired thereby. This
Evaluation Agreement shall be construed in accordance with, and all disputes governed by, the laws of
the State of California as applied to contracts made and to be performed in California, without applying
conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the United States Federal
Courts located in the Northern District of California. Each party shall comply with all applicable laws.
Sections 4–10 in Part 1 and Sections 4–7 in Part 2 shall survive the termination of this Evaluation
Agreement. Evaluator’s unpaid use or evaluation of any Product shall constitute assent to this Evaluation
Agreement to the exclusion of all other terms. Any terms that conflict with this Evaluation Agreement shallbe of no force and effect.

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Part 2: Hardware Terms
These Hardware Terms apply between Evaluator and Flextronics International USA (together with Flex
Telecom Systems Ltd. and its other affiliates, “Flex”), and are applicable only to Evaluators receiving
Hardware for internal evaluation purposes. Any such Hardware is supplied by Flex.
1. Loan; Title. Flex agrees to loan and Evaluator agrees to accept loan of Hardware. Title to all Hardware
shall remain with Flex at all times until and unless the Hardware is purchased by Evaluator.
2. Risk of Loss; Shipment. Risk of loss and damage (reasonable wear and tear excepted) to Hardware
shall be with Evaluator while in Evaluator’s possession. Hardware shall be shipped freight pre-paid atFlex’s cost. Evaluator shall not loan Hardware to (or allow the use or possession of Hardware by) any
third party.
3. No Modifications. During the Evaluation Period, the Evaluator shall not modify Hardware or its
configurations.
4. Hardware Purchase or Return. Upon expiration of the Evaluation Period or termination of thisEvaluation Agreement (whichever occurs earlier) Evaluator shall, at its option, either (i) arrange return
shipping of all Hardware at Flex’s cost, or (ii) purchase the Hardware for the price stated on a valid quote
provided by Flex or an authorized reseller (a “Purchase”). Evaluator shall erase all Evaluator informationfrom the Hardware prior to returning Hardware to Flex. Flex shall not be liable for any Evaluator
information remaining on any Hardware returned to Flex, but shall treat the same as confidential anddelete upon discovering.
5. Warranty Disclaimer. ALL HARDWARE PRODUCTS ARE PROVIDED ON AN “AS AVAILABLE” AND“AS IS” BASIS FOR EVALUATION PURPOSES WITHOUT ANY WARRANTY WHATSOEVER.
6. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES OR LEGAL THEORY SHALL FLEX ORITS SUPPLIERS OR LICENSORS BE LIABLE TO EVALUATOR OR ANY OTHER PERSON FOR ANYDIRECT OR INDIRECT (INCLUDING WITHOUT LIMITATION SPECIAL, INCIDENTAL, ANDCONSEQUENTIAL) DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSTPROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA,COMPUTER FAILURE OR MALFUNCTION, OR DAMAGES RESULTING FROM USE OF THEPRODUCTS, BUT EXCLUDING ANY LIABILITY WHICH, UNDER APPLICABLE LAW, CANNOT BE
PRECLUDED BY CONTRACT.
7. Miscellaneous. Evaluator agrees not to export, either directly or indirectly, any Hardware hereunder.
For international shipments, Flex shall be exporter of record from the United States and Evaluator shall(unless Flex specifies otherwise) be the importer of record and is responsible for fulfilling quota terms,
obtaining import licenses, paying import license or permit fees, duties and customs fees, and any othergovernmental or import taxes or fees, and preparing and submitting all required documentation inconnection with importing the Hardware to the country of import. A waiver of any default hereunder or ofany provision of these Terms shall not be deemed a continuing waiver or a waiver of any other default orprovision. If any provision of these Terms is found to be invalid, illegal or unenforceable, a modified
provision shall be substituted which carries out as nearly as possible the original intent of the parties, andthe validity, legality and enforceability of the remaining provisions shall not be affected or impaired
thereby. These Terms shall be construed in accordance with, and all disputes governed by, the laws of
the State of California as applied to contracts made and to be performed in California, without applying
conflict of laws rules. The parties consent to exclusive jurisdiction and venue in the United States Federal
Courts located in the Northern District of California. Each party shall comply with all applicable laws.

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Last Updated May 2023