TECHNICAL SUPPORT TERMS AND CONDITIONS
Please read these Terms and Conditions carefully before purchasing Support Services. If you are acting on behalf of anentity, then you represent that you have the authority to enter into the Agreement on behalf of that entity. If Company does
not accept the terms of these Terms and Conditions, then it must not purchase Support Services.
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DEFINITIONS

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

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

1.3"Company" means a legal entity acquiring the right to use Zabbix Support Services, and which is a party to theAgreement.

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“HA” or “High Availability” means a certain setup and configuration of Software, where more than one interconnected
instance of Software is used to collect and manage the same data received for the same Items from the same Hosts.
The Company at its discretion may decide to use third-party HA solution in parallel with Server/Proxy or to keep it on
stand-by as a backup measure for the case where Server/Proxy fails to operate for any reason. If requested by theCompany, Zabbix can provide Support Services for the third-party HA solution under conditions and for the
additional fee agreed by the Parties separately. The prerequisite for the provision of Support Services for the thirdparty HA solution is that its setup must be initially created or reviewed and accepted by Zabbix.

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

1.7"Invoice" means a commercial document issued by Zabbix to Company, 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.

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

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

1.10"Party" refers to Zabbix or Company, and "Parties" refers to both Zabbix and Company collectively.

1.11“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.

1.12“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.

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

1.14"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.

1.15“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.

1.16“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.

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

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

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Services for shall be set out in the Agreement, regardless of whether the Server is used by the Company for
production, development, tests, sandbox, redundancy, or any other purposes.
1.19"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.

1.20"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 Company 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 5 herein to be provided to Company under the scope of the Agreement. Support Services will be provided toCompany by Zabbix personnel.

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

1.25“User” or “Users” refers to Company’s Authorized Support Contact(s) as may be nominated by the Company fromtime to time.

1.26“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.

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

1.28“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.

2COMPANY’S OBLIGATIONS

2.1

Company will be responsible for performing operations on Company’s computer system and Zabbix shall have no
responsibility to perform operations on Company’s computer system. Company acknowledges that Zabbix’s ability toperform certain Support Services may be conditioned upon access to certain Company information and access toCompany’s computer system as reasonably requested by Zabbix. Zabbix cannot refuse to solve a certain problem
due to impossibility to access Company’s computer system without providing a good reason why the problem inquestion cannot be solved by Zabbix through other technical means (e.g., screen sharing, log files, etc.) without
direct access to Company’s computer system. Such information may include, but is not limited to, the type of
hardware Company is using, a description of the problem for which Company seeks Support Services, andadditional software Company is using that falls outside the Support Services scope of coverage. Company
understands and agrees that the completeness and accuracy of the information provided by Company to Zabbix may
affect Zabbix’s ability to provide Support Services. Support Services purchased by Company are intended for use
only for the benefit of Company and Legal Entities covered by respective Support Tier, if applicable, and only for the
instances covered by this Agreement. Company may not use Support Services for other third-party beneficiaries andfor instances that are not covered by the Agreement. Any unauthorized use of the Support Services will be deemed
to be a material breach of this Agreement.

2.2

Should Company report a purported problem (issue) in Software to Zabbix or request a technical assistance, Zabbix
may require Company to provide Zabbix with the following information, which shall be considered to be Confidential
Information, related to such issue or the technical assistance: (a) a general description 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. Company’s failure to provide this information may prevent Zabbix from identifying andresolving that purported issue.

2.3

Support Services shall be provided solely to Users. Zabbix strongly recommends Users to be trained on Software.
Company shall be asked to designate Users in writing, including their full name, primary Company’s email address,
and phone numbers, following the date of entry into force of the Agreement. Company may not use a single User toact as a mere forwarding service for other personnel. Zabbix shall assign access for Users to use Support Services.
Number of Users is limited for each Support Tier according to table in Section 4.9. The initial list of Users is set out in
Section "Company’s authorized support contacts" of the Agreement. Company may change its designated Users at
any time by providing written notice to Zabbix. If Zabbix receives any requests or inquiries from Company’s employee
other than User, Zabbix may address such requests or inquiries, but Zabbix is not obligated to do so. Company 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 Company and Legal Entities covered by respective Support Tier, if applicable. EachUser must have “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 and Company’s infrastructure.

2.4

Company may initiate 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

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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

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 to beprovided, and the size of the Company (including the number of Affiliates to be covered by the Agreement).

One (1) Legal Entity within these T&Cs means a separate legal entity that meets all the following criteria: (a) all
Users work for Legal Entity. If Legal Entity has its own and external employees, but they all work for the benefit ofLegal Entity, it meets this criterion of one Legal Entity. Opposite, if Users are employed by Legal Entity, but are
external employees of different companies or work for the benefit of different companies, then Legal Entity does notmeet this criterion of one Legal Entity; (b) outcome generated by Software is consumed by Legal Entity. If datacollected by Software is utilized by different companies or for the benefit of different companies, such use does notmeet this criterion of one Legal Entity; (c) infrastructure elements (servers, network devices, applications, OS, etc.)
monitored by Software are controlled (owned, leased, rented) by Legal Entity.
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 Company of the then-current annual Support Fee for Support Tierin each 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 Company does not remedy such failure within five (5) business days upon receipt of Zabbix’s notice.
Company shall provide complete and accurate billing and contact information to Zabbix.

3.2

Company shall pay the Support Fees without withholding or deduction. Support Fees are exclusive of taxes andCompany is responsible for all taxes. Zabbix will charge taxes when required to do so. Company will pay Zabbix netof any applicable withholding taxes. If Company is required to withhold or deduct any taxes from Support Fees
before remitting payment to Zabbix, then Company agrees to increase the amount payable to Zabbix by the amountof 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 grossamount due. Company 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 Company 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.

4

SUPPORT SERVICES

4.1

Subject to Company’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 Company.

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 the Company 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
resolving Support Cases with “Critical” priority and security related issues. Zabbix does not guarantee any problem
resolution for older releases and non-stable releases.

4.4

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

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) Company is using
Software that is modified or changed either by Company, or any third party in any way without written direction or
express authorization by Zabbix; or (ii) Company is using Software in ways or use cases other than as provided in
the Documentation.

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4.5

Support Cases are handled based on Support Case priority levels as described in Section 4.8. When submitting Support
Case, Company selects the priority in accordance with the priority guidelines set forth in Section 4.8. Zabbix may uponreceipt of Support Case change priority of Support Case if Zabbix reasonably considers the Support Case as nonconforming 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 Company.

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 a week.
Support Services availability time 8x5 shall mean standard business hours from 9 a.m. to 6 p.m. according to timezone 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 Company’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

Task

Consultation related to Company’s environment

4.9

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

SilverGold

PlatinumEnterprise

Global I

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Unlimited

Number of Support Cases per year

48

Unlimited

Unlimited

Unlimited

Unlimited

Support Services availability time

8x5

8x5

8x5

24x7

24x7

24x7

Unlimited

Unlimited

Unlimited

Unlimited

Included

Included

Support Tier
Number of monitored devices

Available support channels

Platform, phone, e-mailSupported Zabbix servers
Supported Zabbix proxies

According to Agreement

Support for Zabbix Native HA
Number of Users

1

1

2

3

7

20

Number of Legal Entities covered

1

1

1

1

1

5

4.10

Support Services SLA

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

BronzeSilver(Outdated)Gold

Blocker
Critical
Major

PlatinumEnterprise

Global I

120 minutes

90 minutes

60 minutes

4 hours

4 hours

2 hours

1 business day 4 business hours
2 business
days

Minor

2 business days

1 business day

1 business day

1 business day

1 business day

Trivial2 business days 2 business days

2 business days

2 business days

2 business days

3 business days

3 business days

3 business days

3 business days

3 business days

1 business day

1 business day

1 business day

1 business day

1 business day

NewFeatureTask

3 businessdays
2 business
days

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

Bronze(Outdated)

SilverGold

Blocker
Critical

PlatinumEnterprise

Global I-

16 hours

8 hours-

48 hours

24 hours

-

-

Minor

-

-

-

48 hours

48 hours

Trivial---5 business days

5 business days

PlatinumEnterprise

Global I-

7 calendar days

3 calendar days-

10 calendar days

7 calendar days

to be determinedunilaterally by
Zabbix

14 calendar days

Major

-

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

Bronze(Outdated)

SilverGold

Blocker
Critical

-

-

Major
Minor

-

-

-

Trivial---to be determined unilaterally by
Zabbix5

SUPPORT TIERS

5.1

Bronze Support Tier is outdated and provided only to previously purchased contracts through a web-based portal
and includes registration of Support Cases and tracking of Support Case status.

5.2

Silver Support Tier is provided through a web-based portal and telephone support and includes: registration of
Support Cases and tracking Support Cases status.

5.3Gold Support Tier is provided through a web-based portal and telephone support and includes: registration of
Support Cases and tracking Support Cases status; support for distributed monitoring with Zabbix proxies; remotetroubleshooting service.

5.4

Platinum Support Tier is provided through a web-based portal and telephone support and includes: registration of
Support Cases and tracking Support Cases status; support for distributed monitoring with Zabbix proxies; remotetroubleshooting service; performance tuning; precompiled Zabbix agents for specific Company’s platforms.

5.5

Enterprise Support Tier is provided through a web-based portal and telephone support and includes: registration of
Support Cases and tracking Support Cases status; support for distributed monitoring with Zabbix proxies; support for
Zabbix Native HA; remote troubleshooting service; performance tuning; precompiled Zabbix agents for specific Company’s
platforms; environment review; upgrade to the latest version performed by Zabbix team; monthly progress meetings; one
on-site visit to Company’s office or remote engagement of five (5) business days duration by a leading consultant of Zabbix
to provide Company with consultation services; one Zabbix Certified User training session for up to fifty (50) Company’s
employees delivered remotely; one on-site visit to Company’s location or remote engagement of five (5) days duration todeliver Zabbix Certified Specialist and Zabbix Certified Professional training for up to five(5) Company's employees.
5.6

Global I Support Tier is provided through a web-based portal and telephone support and includes: registration of
Support Cases and tracking Support Cases status; support for distributed monitoring with Zabbix proxies; support for
Zabbix Native HA; remote troubleshooting service; performance tuning; precompiled Zabbix agents for specificCompany’s platforms; environment review; upgrade to the latest version performed by Zabbix team; monthly
progress meetings; two on-site visits to Company’s office or remote engagements of five (5) business days durationeach by a leading consultant of Zabbix to provide Company with consultation services; three Zabbix Certified User
training sessions for up to fifty (50) Company’s employees delivered remotely; two on-site visits to Company’s
location or remote engagements of five (5) days each to deliver Zabbix Certified Specialist and Zabbix Certified
Professional training for up to ten (10) Company's employees; one on-site visit to Company’s location or remoteengagement of three (3) days duration to deliver Zabbix Certified Expert training for up to five (5) Company's
employees; twenty (20) man-days of Zabbix integration and development teams to be spend to develop complex
integrations between Zabbix and 3rd party applications, for building custom automation processes around Zabbix
utilizing Zabbix API, to extend existing Zabbix functionality; three (3) Zabbix Summit Full Participation tickets.
Support Services within the Agreement under Global I Support Tier can be provided to maximum five Legal Entities(Company and four Affiliates) subject to a condition that all these Legal Entities form a corporate group as acollection of headquarter/parent company and affiliate/subsidiary companies that function together as a single
economic entity through a common source of control.

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5.7

The on-site visit as per the Enterprise Support and Global I Support Tier may be substituted by the remoteengagement of the same duration, at the choice of Company, if there are no formal restrictions of any kind, save forthe cases when objective factors affect the on-site visit and any restrictions or risks do not allow Zabbix to conduct
on-site visits. Zabbix reserves the right to unilaterally decide to substitute on-site visits by remote engagement at any
time if the country where the Company’s site is located is classified as the Travel Advisory level 3 [reconsider travel]or level 4 [do not travel] under the Travel Advisories maintained by the U.S. Department of State (available athttps://travel.state.gov/content/travel/en/traveladvisories/traveladvisories.html/), or when the Ministry of Foreign
Affairs of the Republic of Latvia urges Latvian nationals to avoid travelling to the country where the Company’s site is
located.

6

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

6.1

Problem Resolution.

ZABBIX WILL USE ALL COMMERCIALLY REASONABLE EFFORTS TO RESOLVE ANY ISSUE STEMMINGFROM THE USAGE OF SOFTWARE BY COMPANY AS REPORTED UNDER SUPPORT CASE.
Zabbix at its sole discretion may resolve such issue in the version of Software that Company is currently using or
may instruct Company to migrate to a newer minor version of Software with that issue resolved. Zabbix reserves theright to provide Company with a Workaround in lieu of resolving an issue should Zabbix in its sole judgment
determine that it is more 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 byCompany, the latter shall be entitled to decide whether to terminate the Agreement within thirty (30) calendar days
from the date when Zabbix informed Company of such decision by providing five (5) business days’ notice in writing
to 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 Company. After receipt of the pro-rata refund of the prepaid Support Fees
the Company will have no further recourse against Zabbix.
6.2

Support Case’s Registration and Handling Procedure.

6.2.1 Company, 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.

6.2.2 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.
6.2.3 The time of commencement of providing the Support Services under Support Case is the time of registration of
Support Case by Zabbix.
6.2.4 Company 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 Company’s side in the Platform.
6.2.5 The reaction time to Support Case is an amount of time between the submission of Support Case by Company 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 isassigned with the status "Waiting for Customer" after sending the initial and each subsequent response toCompany’s Support Case.
6.2.6 The time for providing Workaround is an amount of time between the moment Company 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 Company that allows to reduce thepriority of Support Case. The upper time limit for providing Workaround is set out in Section 4.10.2 of these T&Cs.
6.2.7 Company singlehandedly, or Zabbix subject to Company’s approval, will change Support Case’s status to "Resolved"
after the problem resolution is provided by Zabbix and in case Company concurs with such resolution. Otherwise,
Zabbix representative shall contact User to identify the reason of nonconcurrence and Zabbix shall resume theprovision of Support Services under Support Case (when requested).
6.2.8 The time for providing problem resolution is an amount of time between the moment Company provided Zabbix allnecessary information and details regarding particular Support Case and all additional information requested by

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Zabbix as stated in Section 2.2 and the moment of providing the solution to Company 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.
6.2.9 Company shall check the proposed solution and shall inform Zabbix on Company’s concurrence or nonconcurrencewith such solution no later than thirty (30) days after the change of Support Case’s status to "Resolved". If Company
concurs with proposed solution, Company shall change Support Case’s status to "Closed" in manual way.
Otherwise, Company shall change Support Case’s status to "Waiting for Support".
6.2.10 The Platform will assign Support Case with the status "Closed" automatically if Company 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". Company shall register a new Support Case if newquestions or comments arise in connection with Support Case with status "Closed".
6.3

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, Company 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.
6.4

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

6.5

Software Upgrades and Software End of Support Policy. Zabbix provides upgrades and updates. Softwarecomes with a three-digit number version. An even second digit represents the major release (i.e. upgrade). An odd
second digit represents a major non-stable release. The third digit identifies the minor releases (i.e. updates).

7

OWNERSHIP

7.1

Zabbix Ownership. 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 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
secret rights, know-how and any other intellectual property rights (collectively, "Intellectual Property Rights") therein.
Company 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 8 with respect to Company Confidential Information.

8

CONFIDENTIAL INFORMATION

8.1

Confidential Information. "Confidential Information" means: (i) Company’s materials and Zabbix Materials; (ii)personal data; (ii) any business or technical information of Zabbix or Company 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 a reasonable person would expect to be confidential, including but not limited to, theAgreement, business or technical information, log files, trace and system files, and which is disclosed by a Party tothe other Party.

8.2

Exclusions. Confidential Information does not include information that: (i) is or becomes generally known to the
public through no fault 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 use of 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 thedisclosing Party.

8.3

Use and Disclosure Restrictions. Each Party will not use the other Party's Confidential Information except asnecessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information
to any third party except to those of 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 a written agreement that contains use and nondisclosure restrictions consistent withthe 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 toprotect 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 tothe 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.

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9

TERM AND TERMINATION

9.1

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 Company 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 "Initial Term") and thereafter terminate, unless terminated earlier inaccordance with its terms.
Upon expiration of the Initial Term, the renewal of the Agreement can be made by the extension of the Agreement’s
term (the “Renewal Term”) through one of the following extension options: (i) by mutual written agreement of theParties, (ii) by Company’s payment of the renewal Invoice issued by Zabbix, or (iii) by issuing the Purchase Order.
If Company allows the Initial Term or the Renewal Term to expire, and subsequently reactivates Support Services,then Company shall cover Support Fees for the lapsed period. At the same time, Zabbix is not obligated to provide
Support Services during the lapsed period.
Zabbix, at its discretion, shall have the right, but not an obligation to, block Company access to Platform and topermanently delete and remove from Zabbix servers the Support Cases, after thirty (30) days of the lapsed period.
The Company will be able to access the Support Cases during the thirty (30) days of the lapsed period only.
Zabbix will register Support Cases up until the end of the last day of the Initial Term or the Renewal Term, andZabbix will continue providing the Support Services regarding the registered Support Cases.

9.2

Termination

9.2.1 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 Company’s breach of the material term, then Zabbix will have no
obligation to refund any amounts of the prepaid Support Fees for Support Services paid and not received by Company.

If the Agreement is terminated by the Company due to Zabbix’s breach of the material term, then Zabbix will refund
the remaining pro-rata prepaid Support Fees according to the remaining period of Support Services paid and notreceived by Company. After receipt of the pro-rata refund of the prepaid Support Fees the Company will have nofurther recourse against Zabbix.
9.2.2 Termination for Sanctions Compliance
If Company or any individual, entity, or organization holding any ownership interest or controlling interest in
Company, 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 Company
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 Company.
9.2.3 Termination for Convenience
Company 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 Company.
9.3

Effect of Termination

Upon the expiration or termination of this Agreement: (i) Zabbix will promptly return all Company's materials to
Company; (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, in each case save to the extent that the Party isrequired to retain any such Confidential Information by any applicable law, rule or regulation or by any competentjudicial, governmental, supervisory or regulatory body or in accordance with reasonable internal policy, or where theConfidential Information has become embedded in its electronic storage systems through automated backup orarchiving procedures, to the extent that this is necessary, and in compliance with the confidentiality obligations
mentioned above; and (iii) Company will, within thirty (30) days after receipt of Zabbix invoice, pay all accrued andunpaid fees and expenses.
9.4

Survival. The rights and obligations of the Parties contained in Sections 7, 8, 9.3, 9.4, 10.2, 11, and 12 of these
T&Cs will survive the expiration or termination of the Agreement.

10

REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY

10.1

Representations and Warranties

10.1.1 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.

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Company represents and warrants that (a) it has the authority to enter into the Agreement, and (b) its use of
Software will comply with all applicable laws, and it will not use Software for any illegal activity.
10.1.2 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 FITNESSFOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY THE COURSE OF DEALING OR USAGE OF TRADE.
ZABBIX DOES NOT REPRESENT OR WARRANT THAT SOFTWARE WILL BE UNINTERRUPTED, SECURE, ERROR FREE,
ACCURATE OR COMPLETE, OR THAT ZABBIX WILL CORRECT ALL ERRORS.

10.1.3 Sanctions
The Parties shall comply with all applicable Sanctions in performance of the Agreement. The Party shall not doanything 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.
10.2

Limitation of Liability

10.2.1 COMPANY IS RESPONSIBLE FOR THE RIGHT EXPLOITATION OF SOFTWARE. COMPANY IS OBLIGED TO
MAKE BACKUP COPIES OF DATA AND SOFTWARE.
10.2.2 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.
10.2.3 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 DIRECT DAMAGES UP TO
THE AMOUNT OF SUPPORT FEES PAID TO ZABBIX BY COMPANY UNDER THIS AGREEMENT.

10.2.4 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.
11

NON-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.).

12

GENERAL PROVISIONS

12.1

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

12.2

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",
The substantive law of the Republic of Latvia, without
registeredin giving effect to any of the conflicts of law principles which
Latviawould result in the application of the substantive law ofanother jurisdiction

Riga City Vidzeme District Court

ZabbixLLC, The substantive and procedural law of the State of New

The Supreme Court of the State of New

registeredin York, without giving effect to any of the conflicts of law

York, County of New York or the UnitedZabbix Technical Support Terms and Conditions – Version 7.0
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States District Court for the Southern
District of New York.

12.3

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.

12.4

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.

12.5

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.

12.6

Company Reference. Company permits Zabbix to use Company’s name and logo, and to refer to Company as a userof Software and a customer of Zabbix.

12.7

Force Majeure. Neither Party will be responsible for any failure or delay in its performance under Agreement due tocauses 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.

12.8

Changes. These T&Cs are valid and effective as of June 22 nd, 2024. This version supersedes any previously
existing version. Zabbix reserves the right to update these T&Cs from time to time and/or to supplement them withadditional 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 or quality of Support Services, Zabbix will notify Company at theemail address stated in Agreement with at least thirty (30) days prior notice. Where Company raises no objections
within the period specified above, it shall be assumed that Company has consented to the amendments.

12.9

Data Protection.

12.9.1 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 Company’s customers’ personal data, shall be made by Zabbix
for the 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 Company’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 Company’s Authorized Representatives that Zabbix collects from Company in connection with theprovision of Support Services. Zabbix Privacy Policy is available at https://www.zabbix.com/privacy_policy. If suchneed arises and Company requires Zabbix to process Company’s customers’ personal data, for the purposes of
GDPR, Company will be controller and Zabbix will be processor of such personal data and the processing of
personal data of Company’s customers shall be made solely based on documented instructions from Company.
12.9.2 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 Company’s customers’ personal data, shall be made by Zabbix
for the 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 Company’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 andCompany requires Zabbix to process Company’s customers’ personal data, then the processing of personal data of
Company’s customers shall be made solely based on documented instructions from Company.
12.10 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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