COHESITY, INC.
GLOBAL TERMS AND CONDITIONS
1. OFFERINGS AND ORDERS
1.1 Scope of Agreement. These Global Terms and Conditions (“Global Terms”) apply to all products andservices supplied by Cohesity (“Offerings”). Additional terms apply to specific Offerings (available athttps://www.cohesity.com/agreements) and such additional terms are hereby incorporated into these
Global Terms. The Global Terms, together with terms applicable to specific Offerings, documents
incorporated by reference, and any amendment/addendum to any of the foregoing, are collectively the“Agreement.” In the event of a conflict between or among any of the foregoing, the Global Terms control
unless expressly agreed otherwise in writing.
1.2 Orders. Cohesity transacts sales through Cohesity Partners; Customers receive quotes from, and place
Orders with, such a Cohesity Partner. Accordingly, the Agreement does not contain direct purchasing
terms (e.g. payment, taxation, shipment/delivery) as such terms (if any) are between Customer and theapplicable Cohesity Partner. Customer’s contractual arrangements with any Cohesity Partner are notpart of the Agreement. If Customer accepts an offer via a third-party marketplace or similar (e.g., byclicking "create contract" or similar in AWS Marketplace or Azure Marketplace) or otherwise places abinding Order, Customer agrees to meet its obligations thereunder (including timely payment ofapplicable fees, charges, and taxes). Each Order automatically incorporates and is subject to theAgreement.
2. RESTRICTIONS
2.1 Customer will not (and will not knowingly allow a third party to): (a) alter or remove any copyright, patent,
or other proprietary rights notices from Offerings; (b) modify, reverse engineer, decompile, disassemble,
or otherwise attempt to discover any source code or underlying ideas or algorithms of any Offerings(except to the extent that Law prohibits such restrictions); (c) use or attempt to use portions of Offerings
without Entitlement; (d) at any time create or use more instances, capacity, or users than Entitled (orotherwise exceed Customer’s Entitlements); (e) use Offerings with any hardware, firmware, virtual/cloudenvironment or other configuration not certified by Cohesity; (f) use Offerings to develop, promote,distribute, sell, or support any product or service competitive with Cohesity; or (g) make representations,warranties, or guarantees to any third party with respect to any Offerings that purport to be by or on
behalf of Cohesity or its suppliers.
2.2 Customer may permit its Representatives to use Offerings provided such use is for Customer’s sole
benefit. Customer will not (and will not knowingly allow a third party to) provide, lease, or lend Offerings
to—or otherwise use, host, support, or deploy Offerings as a service on behalf or for the benefit of—any
unaffiliated third party, except as specifically authorized by Cohesity in writing. Entitlements may not besold or otherwise transferred without Cohesity’s written consent.
3. EVALUATIONS
Cohesity may, from time to time, provide Customer with Offerings pursuant to a free or discounted
evaluation/testing arrangement (which may include beta, pre-release and/or early-release Offerings that
Cohesity makes available to select customers before they are made generally available) (“Evaluation”).
Customers are advised to use test data during Evaluations. Absent a written arrangement to the contrary,
Evaluations shall be subject to the Evaluation Terms & Conditions at https://www.cohesity.com/agreements
and shall not exceed thirty (30) days.
4. OWNERSHIP
Cohesity retains all rights, title, and interest (including all patent, copyright, trademark, trade secret, and otherintellectual property rights) in and to the Offerings and all software, products, works, or other intellectual property
created, used, provided, supplied, or otherwise made available by Cohesity. Except for the limited rights
expressly set forth herein, no rights in or to any intellectual property are transferred, assigned, or licensed underthe Agreement. Customer grants Cohesity a perpetual and irrevocable right to use, in any way and for any
purpose and without compensation to Customer, suggestions, enhancement requests, ideas, corrections, orother feedback provided by or on behalf of Customer relating to Offerings.

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5. CONFIDENTIALITY
5.1
5.2

5.3
5.4

5.5

5.6

Ownership of Confidential Information. The Confidential Information of the Discloser is and will remain
the property and asset of the Discloser.
Confidentiality Obligations. Except as required by Law, the Recipient shall in respect of the Discloser’s
Confidential Information for the Term and three (3) years thereafter (but for trade secrets for so long as
it is a trade secret): (a) hold it in confidence using the care and discretion it uses with its own Confidential
Information (but no less than reasonable care and discretion); (b) not intentionally disclose it orinformation derived from it to any third party other than its Representatives with a business need to know;(c) not use it, except solely for the purpose contemplated by this Agreement; (d) not export or reexport itor any product of it except in compliance with Law; and (e) not copy, reverse engineer, or attempt toderive its underlying composition, information, structure or ideas.
Compelled Disclosures. The Recipient may disclose Confidential Information to the extent required byLaw, provided it uses reasonable efforts to: (a) promptly notify the Discloser of such requirement, (b) limit
disclosure, and (c) obtain confidential treatment or a protective order.
Return of Confidential Information. The Recipient shall, upon termination or expiration of this Agreement(or promptly upon earlier request by the Discloser), return or destroy Discloser’s Confidential Informationin the Recipient’s possession, provided however that the Recipient: (a) may retain such Confidential
Information as it reasonably requires in order to perform its obligations under, and otherwise comply with,this Agreement; (b) may retain one (1) copy of Confidential Information to the extent required for legal or
regulatory purposes; and (c) shall not be required to delete electronic copies of Confidential Information
stored in disaster recovery or archival storage. The Recipient’s obligations of confidentiality survive andcontinue to apply to any Confidential Information retained.
Independent Product Development. This Agreement shall not (provided its terms are complied with) limita Party's right to: (a) independently develop or acquire products or services similar to those included in
any Confidential Information; (b) enter any transaction with a third party which owns or has rights to such
similar products or services; or (c) disclose or use general learning, skills, or know-how developed by its
employees if to do so would not be regarded by a person of ordinary skill in the relevant area as adisclosure or use of Confidential Information.
Unauthorized Use. The Recipient shall notify the Discloser promptly upon discovery of unauthorized
disclosure of Confidential Information and cooperate with the Discloser to regain its possession andprevent further unauthorized use or disclosure. The Recipient agrees that, due to the unique nature of
the Discloser’s Confidential Information, there can be no adequate remedy at law for breach of its
confidentiality obligations, and that such breach may result in irreparable harm.

6. TERM AND TERMINATION
6.1 Term. The term of the Agreement shall commence when executed by the Parties, when Customer
accepts it, or when Customer first uses Offerings (whichever is earlier) and will remain in effect until
terminated by a Party in accordance with its terms (the “Term”).
6.2 Decrease or Suspension of Service. Cohesity may decrease or suspend Customer’s access to or use ofOfferings: (a) if Customer has become insolvent, ceased to operate in the ordinary course, made anassignment for the benefit of creditors, or become the subject of any proceeding in any jurisdiction related
thereto; (b) if Cohesity reasonably and in good faith believes Customer’s use of the Offerings poses animmediate security risk; (c) in the event of a material breach by Customer; or (d) as required by Law.
6.3 Termination for Cause. A Party may terminate this Agreement on written notice: (a) in the event of amaterial breach of this Agreement by the other Party which remains uncured following expiration of athirty (30) day written notice specifying the breach, or effective immediately if the breach is incapable ofcure; or (b) if the other Party becomes subject to appointment of a trustee or receiver for all or any partof its assets, becomes insolvent or bankrupt, or makes any assignment for the benefit of creditors.
6.4 Termination for Convenience. Customer may terminate the Agreement for convenience on sixty (60)days’ prior written notice. If there is no Entitlement in effect, either Party may terminate the Agreement
on written notice.
7. SUPPORT SERVICES
Support services are provided for the Subscription Period in accordance with the Support Terms.

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8. GENERAL WARRANTIES
8.1 Cohesity Warranties. Cohesity represents and warrants that:(a) all Support services are performed in a professional and workmanlike manner using Cohesity
personnel familiar with the applicable technology, processes, and procedures;(b) its employees who perform Support services have (to the extent permitted by Law) at the time ofhiring undergone a background check compliant with the Fair Credit Reporting Acts and other Laws,
including: (i) seven-year criminal background check of relevant available records; (ii) verification ofidentity through Social Security numbers or other such identification authentication; (iii) verificationthat such person's name does not appear on the U.S. Department of the Treasury’s Office of Foreign
Assets Control (“OFAC”) Specially Designated Nationals and Blocked Persons List, U.S. State
Department’s Debarred Parties List, and Bureau of Industry and Security’s Denied Persons List; (iv)verification of employment and educational history; and (v) reference checks including work-related
references; and(c) it will not cause Customer to be in violation of any regulation administered by OFAC, and neither any
individual, entity, or organization holding any material ownership interest (at least 25% of voting
shares) in Cohesity, nor any officer or director of Cohesity, appears on the OFAC Specially
Designated Nationals and Blocked Persons List or has otherwise been determined to be anindividual, entity, or organization with whom Law prohibits a U.S. company or individual from dealing.
8.2 Mutual Warranties. Each Party represents and warrants that:(a) it has all requisite legal and corporate power, and has taken all corporate action necessary, toauthorize, execute, and deliver this Agreement; and(b) it shall obey all Laws, and none of its activities under this Agreement is restricted by or contrary to
any Law, including that: (i) it is aware of, understands, and shall comply with, the provisions of the
U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act, as applicable (collectively the “Acts”);(ii) it shall not take any action that might be a violation of the Acts or other anti-corruption Laws thatprohibit the same type of conduct (including without limitation the making of corrupt payments); (iii)
it has, and shall have, policies in place sufficient to ensure compliance with the provisions of theActs, as applicable; and (iv) any amounts paid or deemed paid to Customer by Cohesity hereunder,
including without limitation any discounts or credits furnished by Cohesity shall not be paid or given
to any other person, firm, corporation or other entity, except in payment for a bona fide businesspurpose authorized by this Agreement and incurred in connection with performance hereunder inaccordance with Law.
8.3 Remedy for Breach of Warranty. Cohesity’s sole obligation under the warranty in Section 8.1(a) shall be
to correct or re-perform the Support services in accordance with the Support Terms. If Customer believes
Cohesity is in breach of this Section, Customer shall notify Cohesity in writing specifying the breach,following which Cohesity shall have not less than thirty (30) days to remedy same.
9. DISCLAIMER
EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE MAXIMUM EXTENTPERMISSIBLE UNDER APPLICABLE LAW, COHESITY AND ITS SUPPLIERS MAKE NO WARRANTIES OFANY KIND AND DISCLAIM ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING WITHOUT
LIMITATION WARRANTIES OF MERCHANTABILITY, SECURITY, ACCURACY, QUALITY, FITNESS FOR A
PARTICULAR PURPOSE, PERFORMANCE/RESULTS, ERROR-FREE OR UNINTERRUPTED USE, OR
FREEDOM FROM BUGS.
10. SHARED RESPONSIBILITY
No technology (including Offerings) is a substitute for an organization maintaining a robust information security
program and data protection plan, adapted to its unique requirements, policies, and IT topography. Cohesity
advises all customers to have a comprehensive data management plan which includes—at minimum—
encryption, password management, and diversified data protection and disaster recovery strategies for critical
data (e.g., multiple copies in multiple locations). In addition, while using Offerings may help Customer obtain
insurance or lower premiums, they are not a substitute for such insurance. The Offerings are not designed orintended for use in applications where failure could reasonably be expected to result in personal injury, loss oflife, or catastrophic property damage.
11. INDEMNIFICATION
11.1 Intellectual Property Infringement.
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11.1.1 Cohesity shall (a) defend Customer and its Affiliates, suppliers, and Representatives against
Claims against Customer alleging that any Offering (in the form provided by Cohesity) infringes
any third-party intellectual property rights and (b) indemnify Customer for Losses to the extent
resulting therefrom.
11.1.2 If an Offering becomes, or in Cohesity’s opinion is likely to become, the subject of an infringement
claim, Cohesity may, at its sole expense, either: (a) procure for Customer the right to continue
exercising the rights licensed to it in this Agreement; (b) replace or modify the affected Offeringso that it becomes non-infringing; or (c) accept return of the affected Offering (and Customer shallbe entitled to receive a prorated refund of any applicable unused, prepaid fees received by
Cohesity for such returned Offering).
11.1.3 This indemnification obligation shall not apply to Claims to the extent based on: (a) modifications
to the Offering not made or approved by Cohesity; (b) combination of the Offering with products,
processes, or materials not supplied or approved by Cohesity; (c) activities with respect to theOffering by or on behalf of Customer not authorized by this Agreement or the Documentation; or(d) any Offering (or portions or components thereof) not created by Cohesity.
11.2 Breach of Applicable Laws. Each Party shall (a) defend the other Party and its Affiliates, suppliers, andRepresentatives against Claims against such other Party alleging violation of Laws by the indemnifying
Party and (b) indemnify such other Party for Losses to the extent resulting therefrom.
11.3 Indemnity Procedure. The indemnified Party shall as a condition of its right to indemnification:(a) notify the indemnifying Party in writing as soon as practicable, but in no event later than thirty (30)days after receipt of a Claim for which indemnity is sought. Any delay in giving such notice shall notpreclude or limit the indemnified Party from seeking indemnification or reimbursement hereunder
except to the extent such delay materially (i) prejudices the Indemnifying Party’s ability to defend theClaim or (ii) affects the amount of damages awarded for, or paid in settlement of, the Claim;(b) provide such information as is reasonably available and necessary for the indemnifying Party toevaluate the Claim, and reasonably cooperate with the indemnifying Party in the defense of theClaim; and(c) allow the indemnifying Party to assume full control of the defense and settlement of the Claim.
11.4 Notwithstanding anything else, an indemnifying Party shall have no liability with respect to any Losses
paid or settlement entered by an indemnified Party without the indemnifying Party’s prior written consent.
The indemnifying Party shall not be liable for the fees or expenses of counsel retained by any indemnified
Party.
12. LIMITATION OF LIABILITY
12.1 NEITHER CUSTOMER NOR COHESITY (NOR ITS SUPPLIERS OR LICENSORS) SHALL BE LIABLE
WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT UNDER ANY LEGAL OR
EQUITABLE THEORY FOR ANY (A) AMOUNTS IN EXCESS OF THE TOTAL PAID OR PAYABLE BY
CUSTOMER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF
ACTION FIRST AROSE OR TWO HUNDRED FIFTY THOUSAND U.S. DOLLARS ($250,000),
WHICHEVER IS GREATER; OR (B) INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR
CONSEQUENTIAL DAMAGES. THE LIMITATIONS HEREUNDER APPLY TO ALL CLAIMS UNDEROR RELATING TO THE AGREEMENT HOWEVER CAUSED, REGARDLESS OF THEORY OF
LIABILITY, AND EVEN IF THE PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCHDAMAGES IN ADVANCE OR IF A LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUNDTO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
12.2 THE LIMITATIONS OF LIABILITY HEREUNDER SHALL NOT APPLY TO THE FOLLOWING:(A) LIABILITY WHICH BY LAW CANNOT BE PRECLUDED BY CONTRACT;(B) BODILY INJURY OR DEATH RESULTING FROM NEGLIGENCE;(C) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT;(D) DISCLOSURE OF CONFIDENTIAL INFORMATION IN BREACH OF THE AGREEMENT; AND(E) INDEMNIFICATION OBLIGATIONS.
13. GOVERNING LAW
13.1 The Agreement and all disputes hereunder shall be governed (a) by the laws of the State of California
as applied to contracts made (and to be performed) in California and the Parties consent to jurisdiction
and venue in the U.S. Federal Courts located in the Northern District of California, or (b) if Customer is

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incorporated in the European Economic Area or United Kingdom, by the laws of Ireland as applied tocontracts made (and to be performed) in Ireland and the Parties consent to jurisdiction and venue in the
courts of Dublin, Ireland. Conflict of laws rules shall not apply.
13.2 Notwithstanding anything else: (a) each Party shall have the right to seek in a court of proper jurisdiction
injunctive or other equitable relief at any time without the requirement of posting a bond or other security;(b) the language to be used in all matters and proceedings related to the Agreement shall be English;and (c) each Party’s remedies under this Agreement are cumulative, not exclusive.
14. PERSONAL DATA
Personal Data shall be handled in accordance with the Data Processing Addendum, as applicable.
15. MISCELLANEOUS
15.1 Entire Agreement. The Agreement constitutes the exclusive and entire agreement between the parties
and supersedes all previous written and oral agreements and communications relating to its subject
matter. Only the terms expressly stated on an Order, or in an amendment, addendum, or other writing
signed by duly authorized representatives of both Parties may modify or supplement the terms hereof.
THE TERMS OF ANY PURCHASE ORDER, CONFIRMATION OR SIMILAR DOCUMENT SHALL HAVENO EFFECT AND SHALL NOT BE DEEMED AGREED TO BY COHESITY.
15.2 Data Collection. Depending on the applicable Offering, collection and use of Service Analytics Data may
be optional (subject to configuration by Customer) or necessary to provide the Offering. Where so
configured or necessary, Customer consents to such collection and processing of Service Analytics Data
to provide, automate, and improve Offerings, provided that Service Analytics Data (a) may be used to
improve Offerings only if it has been anonymized and/or deidentified and (b) shall be maintained asconfidential and may not be resold, commercialized, or used for any other purpose.
15.3 Affiliates and Representatives. Each Party is responsible for its Affiliates’ and Representatives’compliance with the Agreement.
15.4 No Waiver. A waiver of any default hereunder, or of any provision of this Agreement, shall not be deemed
to be a continuing waiver or a waiver of any other default or of any other provision, but shall apply solely
to the instance to which such waiver is directed.
15.5 Severability. In the event any provision of this Agreement 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 theParties, and the validity, legality, and enforceability of any of the remaining provisions shall not beaffected or impaired thereby.
15.6 Force Majeure. Neither Party shall be liable under this Agreement by reason of any failure or delay in theperformance of its obligations hereunder (except for the payment of money) on account of strikes,
shortages, riots, insurrection, internet failure, fires, floods, storms, explosions, acts of God, war,governmental action, cyberterrorism, labor conditions, earthquakes, material shortages, or any othercause which is beyond the reasonable control of such Party.
15.7 Survival. All terms of the Agreement which must survive in order to fulfill their essential purpose shallsurvive termination or expiration of this Agreement, excluding, for clarity, Entitlements, rights, or licenses
to use Offerings.
15.8 Notices. Except as otherwise expressly set forth in this Agreement, all notices required under thisAgreement shall be in writing and shall be delivered by personal delivery, certified overnight delivery
such as Federal Express, or registered mail (return receipt requested), and shall be deemed given upon
personal delivery or confirmation of receipt. Notices may be sent to the Parties at their primary businessaddress(es) or such address as either Party may designate for itself in writing.
15.9 Assignment. Customer may not delegate, assign, or transfer this Agreement or any of Customer’s rights
or duties hereunder without Cohesity’s express prior written consent, and any attempt to do so shall benull and void. Cohesity may freely assign this Agreement, and its rights and/or obligations hereunder, inwhole or part.
15.10 Independent Contractors. Each Party hereto is an independent contractor and nothing contained hereinshall be construed as creating any agency, employment, partnership, principal-agent, or other form ofjoint enterprise relationship between the Parties. Neither Party shall make any commitment, by contract
or otherwise, binding upon the other or represent that it has authority to do so. The Parties’ relationshipis non-exclusive.
15.11 Construction. Section headings in the Agreement are solely for convenience and are not to be used tointerpret, construe, define, or describe the scope of any aspect of the Agreement. As used in the
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Agreement, “including” means “including but not limited to.” Capitalized terms shall have their meanings
set forth in the Agreement.
16. DEFINITIONS
16.1 “Affiliate” means, with respect to a Party, any individual, company, or other entity directly or indirectly
controlling, controlled by, or under common control with, such Party; each for so long as it operates, withsuch Party, within a corporate group that functions collectively as a single economic entity.
16.2 “Claim” means a claim, action, or other proceeding brought by a third party.
16.3 “Cohesity Partner” means a Cohesity channel distribution, alliance, and/or resale partner that has theright to transact sales of Offerings, including via a marketplace or similar (e.g. AWS Marketplace).
16.4 “Confidential Information” means all information that a reasonable person in the technology industry
would understand to be confidential, in any form or medium and whether or not marked as confidential—
including without limitation financial, business, strategic, technical and/or product information, theAgreement, and any benchmarking or comparative studies involving the Offerings—disclosed by a Party
before or during the Term, but excluding: (a) information already known by the Recipient withoutobligation of confidentiality, (b) information that is or becomes publicly known other than through breachof the Agreement, (c) information received by the Recipient from a third party not known (in good faith)by the Recipient to be under an obligation of confidence to the Discloser, and (d) information
independently developed by the Recipient without reference to or use of the Discloser’s Confidential
Information.
16.5 “Data Processing Addendum” means Cohesity’s Data Processing Addendum athttps://www.cohesity.com/agreements.
16.6 “Discloser” means a Party or its Affiliate that furnishes Confidential Information to the Recipient.
16.7 “Documentation” means the operating manuals, guides, and other documentation Cohesity makes
generally available to its customers in connection with the Offerings.
16.8 “Entitlement” or “Entitled” means a Customer’s right pursuant to a valid Order to use Offering(s)specified in such Order subject to applicable use, capacity, and other agreed limitations (e.g. Subscription
Period).
16.9 “Law” means, with respect to a Party, laws, orders, and other legal instruments or process applicable tosuch Party as a matter of law.
16.10 “Losses” means damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees)
awarded against the indemnified Party.
16.11 “Order” means a binding order (a) placed by Customer with a Cohesity Partner or (b) validly processed
through a Cohesity Partner interface (e.g. AWS Marketplace) or other process, in each case to the extent
reflecting a valid Cohesity-issued sales quotation or similar document.
16.12 “Party” means Cohesity or Customer, as applicable, and collectively the “Parties.”
16.13 “Recipient” means the Party or its Affiliate that receives Confidential Information from the Discloser.
16.14 “Representatives” means, in respect of a Party, (a) its and its Affiliates’ employees and (b) its
representatives, contractors, and consultants, in each case whom a reasonable person in the technology
industry would understand not to be Cohesity competitors.
16.15 “Service Analytics Data” means data about the operation, support, and/or use of Offerings (e.g. usage
data and metadata) but excluding Customer’s data or software code backed up to (or stored on)Offerings.
16.16 “Subscription Period” means the period of time Customer is Entitled to use an Offering under an Order.
16.17 “Support” means the support and maintenance services as described in the Support Terms.
16.18 “Support Terms” means Cohesity’s Support and Maintenance Terms and Conditions at
https://www.cohesity.com/agreements.

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