COHESITY, INC.
SAAS TERMS OF SERVICECOHESITY, INC. (TOGETHER WITH ITS AFFILIATES, “COHESITY”) AGREES TO SUPPLY ACCESS TOSPECIFIED COHESITY SAAS SERVICES TO YOUR BUSINESS OR ORGANIZATION (“CUSTOMER,” “YOU” OR“YOUR”) PROVIDED (A) YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO LEGALLYBIND CUSTOMER AND (B) YOU ACCEPT AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALLOF THE TERMS AND CONDITIONS IN THESE COHESITY SAAS TERMS OF SERVICE (THE “SAAS TERMS,”INCLUDING ALL DOCUMENTS INCORPORATED HEREIN BY REFERENCE). THE FOREGOING SHALL BEDEFINITIVELY EVIDENCED BY CLICKING THE “ACCEPT,” “CONTINUE,” OR A SIMILAR BUTTON; SIGNING ATANGIBLE COPY OF THIS AGREEMENT; USING OR CONTINUING TO USE SERVICES; OR BY SUCH OTHERCONTRACT FORMATION MECHANISM AS MAY BE RECOGNIZED BY LAW. IF YOU DO NOT AGREE TOTHESE TERMS, CEASE ALL ACCESS AND/OR USE OF SERVICES.
1. SCOPE OF SAAS TERMS
1.1 These SaaS Terms shall apply to Services. Cohesity’s Global Terms also apply to all Cohesity Offerings.
1.2 Separate terms and conditions apply to use of customer-managed software, available athttps://www.cohesity.com/agreements.
2. SERVICES AND RESTRICTIONS
2.1 Service Scope and Access. Customer may access and use the Services to which Customer is Entitled
for Customer’s internal business purposes only, subject to the Agreement (including the Scope of SaaSOfferings), payment of the relevant fees, and all applicable use, capacity, or other limitations specified inwriting. Services may be supplied using third-party infrastructure such as Amazon Web Services orMicrosoft Azure.
2.2 Service Levels. The Services will be provided in accordance with the applicable Service Level Agreement(if applicable).
2.3 Overages. Customer is permitted a thirty (30) day grace period for excess Usage or unforeseen events
leading to non-compliance with its Entitlements. Subsequently, Customer is expected to make anadditional purchase or expansion to Entitlements to address any prior or continued excess capacity
Usage.
2.4 Notwithstanding anything else, Cohesity may apply modified terms to the Services, provided suchmodification(s) shall not become effective for Customer until renewal of the then-current subscription(unless otherwise specified).
3. CUSTOMER CONTENT AND RESPONSIBILITIES
3.1 Customer Content. Customer Content is Customer’s Confidential Information and shall not be deemedpart of any Services by virtue of being located on or processed through the Services. As between theParties, Customer or its licensors retain all right, title and interest (including any and all intellectual
property rights) in and to the Customer Content and any modifications made thereto in the course of theoperation of the Services. Cohesity is hereby expressly granted a non-exclusive, worldwide, royalty-freeright to access and process the Customer Content strictly to the extent necessary to provide the Services.
3.2 Customer Responsibilities. Customer is responsible for:(a) ensuring Customer Content and its use of Services comply with the Agreement and Law, includingthat Customer agrees not to store or process protected health information using the Services without
first entering into a business associate addendum to these SaaS Terms with Cohesity;(b) any claims that Customer Content infringes, misappropriates, or violates any third party’s rights,
including handling notices claiming Customer Content violates such rights;(c) security and confidentiality of its account information (including usernames, passwords, and accessinformation) and shall notify Cohesity immediately if any such information is lost, stolen, orcompromised;(d) selecting appropriate available security options and configurations within the Services in accordancewith Documentation and based on Customer’s organization, security posture, regulatory standing,and the nature of the Customer Content (for example, Customers using Services to store Customer
Content containing sensitive regulated data should self-manage private encryption keys); and(e) configuring and using the Services and other systems, tools, and technology properly to conform toapplicable requirements specified in Documentation.
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3.3Customer Content After Termination. Access to Entitled Services ceases on the last day of the applicable
Subscription Period, provided however that Customer may continue to access the Services for thirty (30)days thereafter solely to the extent necessary to retrieve Customer Content (“Retrieval Period”). DuringEvaluations, the Retrieval Period shall be no greater than seven (7) days. UPON EXPIRATION OF THE
RETRIEVAL PERIOD, COHESITY RESERVES THE RIGHT TO DELETE CUSTOMER CONTENT AND
SEEK COMPENSATION FOR USAGE BY CUSTOMER DURING THE RETRIEVAL PERIOD (E.G.
INGRESS AND EGRESS FEES).

4. SERVICES WARRANTY
4.1 Cohesity warrants that the Services will operate substantially in accordance with, and as described in,
the Documentation.
4.2 Cohesity’s sole obligation under the warranty set forth in Section shall be, at Cohesity’s expense, torepair or replace the applicable 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.
5. DEFINITIONSCapitalized terms used but not defined herein shall have their meaning given in the Global Terms.
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8

“Cohesity SaaS” means Cohesity-managed proprietary software-as-a-service offerings supplied byCohesity under the Agreement.
“Customer Content” means Customer’s content and application data received by the Data Plane formanagement and storage.
“Data Plane” means data storage and associated services supplied by Cohesity through Cohesity SaaS;“GlobalTerms”
means
Cohesity’s
GlobalTermsandConditionsathttps://www.cohesity.com/agreements or signed by the Parties.
“ScopeofSaaSOfferings”
means
Cohesity’s
ScopeofSaaS
Offerings
athttps://www.cohesity.com/agreements.
“Service Level Agreement” means Cohesity’s SaaS Service Level Agreement at
https://www.cohesity.com/agreements.
“Services” means those elements of Cohesity SaaS and related services/components to which
Customer becomes Entitled under the Agreement.
“Usage” means Customer’s highest point of capacity consumption of an Entitled Service during a
specified period of measure (or if not so separately specified in an Entitlement, the Subscription Period).

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