CYLANCE END USER LICENSE AGREEMENT
This Cylance End User License Agreement (“Agreement”) is entered into by and between Cylance Inc. (“Cylance”, “we”,“us” or “our”) and you, the person accepting this Agreement and registering for use of our proprietary software product (asdefined in further detail below, the “Software”), or the organization or entity that has authorized you to accept this Agreement
and register for access to the Software for its benefit (in either case “you”, “your” or “Client”), and governs your access toand use of the Software (defined below), as a web-based hosted service made available by us via the hosted components of the
Software (the “Service”), and as may be downloaded by you.

This Agreement includes the written ordering document issued to you by Cylance or an authorized Cylance distributor orreseller that identifies the Software licensed to you (“Ordering Document”) and any Cylance documentation expresslyreferenced herein, and constitutes the entire contract between you and Cylance with respect to the subject matter of thisAgreement, and supersedes all prior agreements and understandings between you and us, whether written or oral. The termsof a purchase order or other ordering document are expressly rejected by both you and us, and our failure to object to suchterms shall not be construed as a waiver of this Agreement nor an acceptance of such terms. If any provision of an Ordering
Document directly conflicts with, or expressly supersedes, any term within the main body of this Agreement, then theprovision of the Ordering Document shall govern solely for the Software and Services described therein.
BY EXECUTING THIS AGREEMENT, OR REGISTERING FOR, DOWNLOADING, ACCESSING OR USINGTHE SOFTWARE OR SERVICE, YOU CONFIRM THAT (1) YOU HAVE READ THIS AGREEMENT, (2) YOU
AND ANY ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ENTERING IN TO THISAGREEMENT AND/OR USING THE SOFTWARE AND/OR SERVICE, ACCEPT THE TERMS OF THISAGREEMENT, AND (3) IF YOU ARE AN INDIVIDUAL, THAT YOU ARE AN EMPLOYEE OR AGENT OF
THE ORGANIZATION OR ENTITY ON WHOSE BEHALF YOU ARE ACTING, AND HAVE THE AUTHORITY
TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION OR ENTITY.
IF YOU DO NOT AGREE TO THE PROVISIONS OF THIS AGREEMENT, THEN (I) WE ARE UNWILLINGTO GRANT YOU RIGHTS TO THE SOFTWARE OR SERVICE, (II) YOU MUST CLICK ON THE “DO NOTACCEPT” BUTTON BELOW; AND (III) YOU MAY NOT DOWNLOAD OR USE THE SOFTWARE ORSERVICE.
The effective date of this Agreement is the date on which you click the “ACCEPT” button below. Please print this Agreement
for your records.
1. License Grant. Subject to the terms and conditions of this Agreement (including without limitation payment of all
applicable license fees), Cylance grants to you a worldwide, nonexclusive, non-transferable, non-sublicensable license to: (i)to install and run Software (end point components delivered) made available to you hereunder during the period of time set
forth in the Ordering Document (unless terminated earlier in accordance with this Agreement) (“Term”), in object code format
only, on computers owned or controlled solely by you and your Affiliates, solely to process data solely owned or controlled by
you and your Affiliates for internal operations and internal data processing purposes; and (ii) to access and use the Services
solely in support of the foregoing license grant; and (iii) to access and use the API Materials in accordance with the relevant
Documentation solely to support Client’s internal use of the Software as permitted herein, including to create applications,
integrations, software connectors and interfaces to facilitate communications and data exchange between Software and other
Client owned or operated systems or databases or third-party applications licensed and/owned by Client, as relevant.
“Software” means Cylance’s proprietary solution and any third-party proprietary software or solutions incorporated therein,
which Client has purchased licenses to hereunder, as identified on the relevant Ordering Document, including any endpoint
component(s), online components, proprietary analytical engines, and any related API Material, web interfaces, virtual
machines, applications, programs, license keys, installer software, Documentation and/or any content delivered or madeavailable to Client as part of the solution, and further including any copies of any of the forgoing made by Client and any
upgrades and/or modifications to any of the forgoing delivered by Cylance to Client. “API Material(s)” means any application
programming interfaces and related documentation licensed hereunder which is made available to Client in connection with
Client’s license to the Software, if any. “Affiliates” means any entity controlling, controlled by, or under common control withthe referenced entity, where the term “control” means the possession, direct or indirect, of the power to direct or cause thedirection of the management and policies of an entity, whether through the ownership of voting securities, by contract, orotherwise. We reserve all rights not expressly granted herein and, except as expressly granted in this Section 1, no right or
license is granted hereunder, express or implied or by way of estoppel, to any technology or intellectual property rights. As
Clickwrap EULA Version 1.8 06-19-19- Cylance Confidential
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between the parties, we retain all right, title, and interest in and to the Software and Service and all copies and derivative works
thereof, which rights include, but are not limited to, patent, copyright, trademark, trade secret, and all other intellectual property
rights. You shall not take any action inconsistent with these intellectual property rights, the Software and Service are protectedby United States and other applicable laws and by international treaty provisions, and any rights not expressly granted herein
are reserved by Cylance.
2. Restrictions on Use. You shall not directly or indirectly, nor authorize any person or entity to: (i) sell, rent, lease, distribute,
redistribute or transfer the Software, or sell or transfer reproductions of the Service, including any vendor products andsubscription services used to deliver the Service, or any rights in any of the Software, or use the Software in a hosted or managed
services environment except as hosted by us through the Service; (ii) reverse engineer, decompile, disassemble, re-engineer,
except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation, orotherwise create or attempt to create or permit, allow, or assist others to create or derive the source code of the Software, or its
structural framework; (iii) modify or create derivative works of the Software; (iv) use the Software or Service in whole or inpart for any purpose except as expressly provided under this Agreement; (vi) remove any proprietary notice, labels, or marks
on or in Software; or (vii) disable or circumvent any access control or related device, process or procedure established withrespect to the Software (viii) disclose the results of any benchmark tests or other tests connected with the Software to any third
party without the prior written consent of Cylance; or (ix) use the Product to conduct a service bureau or similar business for the benefitof third parties. You may not use the Software or Service for illegal or unlawful or malicious activities. While using the Service,
you may not directly or indirectly, nor authorize any person or entity to: (a) access or use (or attempt to access or use) the
account of another user without permission, or the login information of another user; (b) “frame” or “mirror” any portion of
the Service; (c) use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve,
index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Service; or (d) probe,scan or test the vulnerability of the Service, nor breach the security or authentication measures on the Service, or take any
action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service, such as a denial ofservice attack. You are responsible for use of the Software and Service by you and your Affiliates and your respective users,and for all their compliance with this Agreement, and any breach of this Agreement by any Affiliate or user shall be deemed
to have been a breach by you.

3.

Potentially Malicious Code and Anonymous Data.
3.1 Transmission of Files. You acknowledge that, as part of its normal functionality, the Software will analyze files,
forensic artifacts and processes (including portable executable files or other executable code) that exist on, or are being
introduced into your computer systems or networks (“Files”) to identify potential or actual malicious code, malware or otherintrusive artifacts or processes therein (“Potentially Malicious Code”). Therefore, you acknowledge and agree that, incertain configurations enabled by you, to function optimally and for purposes in connection with our support andmaintenance of the Software, the Software may transmit Files to servers owned or controlled by us, and we may otherwise
analyze or classify Files.
3.2 Anonymous Data. We may reduce Potentially Malicious Code to a cryptographic hash, and we may deconstruct,
analyze and catalogue Potentially Malicious Code to determine functionality and potential to cause instability or damage toyour systems or networks. We may also use the cryptographic hash to identify files on other systems as Potentially
Malicious Code, and use and distribute the unique file hash to promote awareness, detection and prevention of internet
security risks, in which case the unique file hash will be without attribution to you, your operations, or your systems or
networks (“Anonymous Data”). We may also extract, compile, synthesize, and analyze data transmitted by the Softwarefrom your systems or networks, or information resulting from your use of the Software, in each case to the extent such data
or information does not identify you, your operations, or your systems or networks or any person, which is also “Anonymous
Data”. You agree that we may use, copy, modify, distribute and display Files, Anonymous Data and Potentially Malicious
Code for our business purposes, including without limitation for developing, enhancing, and supporting products andservices. Without limiting the foregoing, we will not identify you as the source of any Files or Potentially Malicious Code.
3.3 Risks Regarding Potentially Malicious Code. If the Software identifies Potentially Malicious Code, certain
configurations of the Software may block Potentially Malicious Code from execution, in which case you may either allow
execution of the Potentially Malicious Code, or alternatively quarantine it. Or, you may determine that Potentially Malicious
Code is acceptable for use on your systems, and need not be blocked or quarantined. You acknowledge that blocking theexecution of or quarantining or running Potentially Malicious Code may result in a loss of functionality of Files,

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applications, or your systems and networks, and cause other potential harm or loss. YOUR DECISION TO BLOCK,QUARANTINE OR ENABLE EXECUTION OF POTENTIALLY MALICIOUS CODE IS AT YOUR OWN RISK. YOU
ACKNOWLEDGE THAT WE HAVE NO CONTROL OVER THE SPECIFIC CONDITIONS UNDER WHICH YOU
USE THE SOFTWARE OR ALLOW OR DISALLOW POTENTIALLY MALICIOUS CODE TO EXECUTE. THE
SOFTWARE AND ANY RELATED SERVICE DO NOT REPLACE YOUR OBLIGATION TO EXERCISE YOURINDEPENDENT JUDGMENT WITH RESPECT TO THE EXISTENCE OR SUITABILITY OF POTENTIALLY
MALICIOUS CODE EXISTING ON YOUR COMPUTER SYSTEMS OR THE SECURITY OF YOUR COMPUTERSYSTEMS OR NETWORKS.
4. Support and Maintenance; Other Services. We will provide you with ongoing Software support and maintenance services
in accordance with our support and maintenance policy found at www.cylance.com/support. Please note that we are notobligated to provide support or maintenance in connection with any discontinued Software beyond 1 year from its
discontinuance.
If you have ordered professional services from Cylance such as “ThreatZero”, “ThreatZero Assurance” and/or any other
Cylance provided service (“Professional Services”), such services will be subject to a relevant statement of work (“SOW”).
The standardized SOWs for ThreatZero and ThreatZero Assurance Professional Services are attached hereto.
The parties agree and understand that no “work for hire” or software development services shall ever be provided orcontemplated under any SOW or this Agreement.
5. Payment. You will make all payments identified on the Ordering Document in accordance with its terms, or in any casenot more than 30 days from the date of invoice. All amounts are payable in U.S. Dollars, are nonrefundable, and are not subject
to any deduction or set-off. All fees are exclusive of all taxes, duties, shipping fees, and similar amounts, all of which are yourresponsibility (excluding taxes based on our income). If you default in making any payment when due, we may, without prejudice
to our other available remedies, assess a late payment charge, at the lower rate of 1.5% per month, or the maximum rate underapplicable law, and/or suspend delivery of any product or service hereunder. Your failure to pay amounts when due shall bedeemed a material breach of this Agreement. If you exceed the number of endpoints initially licensed to you as set forth in theOrdering Document, then you agree to pay the incremental fees to Cylance or its authorized reseller. Unless otherwise mutuallyagreed upon in writing, the fees due for additional endpoint licenses during the Term shall be based on the pricing listed in theOrdering Document and such additional licenses shall coterminate ith the initial licenses purchased.
6. Termination. A party may terminate this Agreement if the other party materially breaches any term or condition of thisAgreement and does not cure such breach within thirty (30) days after receipt of notice of such breach. Either party may
terminate this Agreement upon notice to the other if the other party is adjudged insolvent or bankrupt, or upon the institutionof any proceedings by or against the party seeking relief that are not dismissed within ninety (90) days, or upon its
reorganization or arrangement under any laws relating to insolvency, or upon making an assignment for the benefit of creditors,
or upon the appointment of a receiver, liquidator or trustee of any of its property or assets, or upon its liquidation, dissolution
or winding up. Termination or expiration of this Agreement shall immediately terminate the Term and the license granted in
Section 1. Immediately upon any termination or expiration of this Agreement, you shall: (a) pay all outstanding amounts owed
to us thereunder; (b) un-install and cause all users to un-install all copies of the Software, and cease and cause all users to cease
all use of the Software and Service; (c) upon request, return to us (or destroy) all copies of the Software in your possession orcontrol; and (d) upon request, certify in writing your compliance with (b) and (c). Upon termination or expiration of thisAgreement, each party shall return or destroy the Confidential Information of the other party that is the possession or controlof such party. Any terms of this Agreement which by their nature extend beyond termination as well as any rights or obligations
that have accrued prior to termination or expiration, will survive such termination, and the following Sections shall survive thetermination or expiration of this Agreement: 0, 3.3, 5, 0, 0, 0, 0, 0 and 0.
7.

Confidentiality.
7.1 Definition. “Confidential Information” means all non-public information that either party provides to the other party
hereunder and reasonably considers to be of a confidential, proprietary or trade secret nature. Our Confidential Information
includes but is not limited to: (i) the Software, (ii) fees payable hereunder, and (iii) all technology, information, data andknow-how, whether in tangible or intangible form, whether designated as confidential or not, and whether or not stored,compiled or memorialized physically, electronically, graphically, photographically, or in writing. Confidential Information
does not include any information which the receiving party can demonstrate by evidence: (a) is, as of the time of its

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disclosure, or thereafter becomes, part of the public domain through no fault of the receiving party; (b) was rightfully known
to the receiving party without obligation of confidentiality to the disclosing party prior to the time of its disclosure, as
evidenced by its records kept in the ordinary course of its business; (c) is uploaded in connection with your use of the
Software to us for analysis; or (d) is, subsequent to disclosure hereunder, rightfully learned from a third party not under aconfidentiality obligation to the disclosing party with respect to such Confidential Information, as evidenced by its records
kept in the ordinary course of its business.
7.2 Obligations. Each party shall: (a) not use the Confidential Information of the other party for any purpose except in
performance of its rights and obligations hereunder; (b) disclose Confidential Information of the other party only to theemployees and agents of such party who need to know the Confidential Information in support of the performance of thisAgreement by the receiving party, provided that such individuals have previously agreed, either as a condition toemployment or in order to obtain the Confidential Information, to be bound by terms and conditions no less restrictive thanthose of this Section 0; and (c) treat all Confidential Information of the other party with the same degree of care as suchparty accords its own Confidential Information of a similar nature, but in no case less than reasonable care. This Section
shall survive for five (5) years from expiration or termination of the Term.
7.3 Authorized Disclosure. Confidential Information of the disclosing party that is required to be disclosed by the otherparty pursuant to a duly authorized subpoena, court order, or government authority may be disclosed by the receiving party
to the extent required, and shall continue to be the Confidential Information of the disclosing party for all other purposes
and the receiving party shall, prior to disclosing pursuant to a subpoena, court order, or government authority, provide
prompt notice and assistance to the disclosing party prior to such disclosure so that the disclosing party may seek a protective
order or other appropriate remedy to protect against or limit disclosure.
7.4 Your Information. You acknowledge that, as part of its normal functionality, and in connection with the support andmaintenance of the Software, the Software may collect information about your systems, applications and endpoint activity
including, without limitation, usersnames, filepath, MAC Addresses, network information, hardware type, model number,
hard disk size, CPU type, disk type, RAM size, systems architecture, operating system, versions, locale, BIOS version,
BIOS model, system telemetry, device ID, IP address, location, information about third party products, and otherconfigurations, settings and artifacts including metadata related to the execution of Potentially Malicious Code, and you
hereby agree that such information may be transferred to and processed by Cylance for purposes of the performance of thisAgreement. We will not transfer such information to any third party, except to our vendors who support the platforms that
we use in the regular course of our business, and who have agreed in writing to keep such information confidential.
8.

Warranties; Disclaimer; Acknowledgments.
8.1 Limited Warranty. We warrant that, under normal use for a period of 60 days following the first date of delivery toyou, the Software will operate substantially as described in our published documentation and user manual accompanying
such delivery (“Documentation”). If the Software fails to meet the foregoing warranty (“Warranty”) during the foregoingwarranty period, then we will use commercially reasonable efforts to correct the nonconformity. The Warranty does not
apply (i) to the extent the Software is subjected to misuse, negligence or accident, or is used in an environment or a manneror purpose for which it was not designed as specified in the Documentation, or other than permitted herein, (ii) for claims
resulting from the acts or omission or the installation, modification, alteration or repair of the Software by a person or entity
other than by us or our authorized agents, or (iii) any other cause or circumstance outside of our control. We further warrant
that we have the right to enter into this Agreement and that we have used commercially reasonable efforts to prevent the
Software, when delivered to you, from containing any malicious code or virus. If we cannot correct the Software as
described in this Section, your sole and exclusive remedy, and our sole liability, for breach of Warranty shall be a refund of
the fees paid by you to us for the nonconforming Software during the period of non-compliance.
8.2 Disclaimer. EXCEPT AS WARRANTED IN SECTION 0, ALL SOFTWARE, DELIVERABLES, INFORMATION
AND SERVICES PROVIDED OR MADE AVAILABLE BY US TO YOU HEREUNDER (“Items”) ARE PROVIDED“AS IS” AND WITHOUT ANY WARRANTY WHATSOEVER, AND WE EXCLUDE AND DISCLAIM ALL OTHERWARRANTIES OF ANY KIND WHATSOEVER RELATING TO THE ITEMS, INCLUDING WITHOUT
LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSEAND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE ITEMS WILL BE ERROR-FREE,COMPLETELY SECURE, OR BE PROVIDED (OR BE AVAILABLE) WITHOUT INTERRUPTION. WE MAKE NO
WARRANTIES OR REPRESENTATIONS REGARDING ACCURACY OF INFORMATIONAL CONTENT OR

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SYSTEM INTEGRATION, OR THE APPROPRIATENESS OF THE SOFTWARE FOR ANY PARTICULAR SYSTEM.
THE SOFTWARE AND SERVICE ARE NOT FAULT-TOLERANT AND ARE NOT DESIGNED OR INTENDED FOR
USE IN ANY HAZARDOUS ENVIRONMENT REQUIRING FAIL-SAFE PERFORMANCE OR OPERATION. THE
SOFTWARE AND SERVICE ARE NOT FOR USE IN THE OPERATION OF AIRCRAFT NAVIGATION, NUCLEAR
FACILITIES, OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORTSYSTEMS, AIR TRAFFIC CONTROL, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE COULD
RESULT IN DEATH, SEVERE PHYSICAL INJURY OR PROPERTY DAMAGE. SOME JURISDICTIONS DO NOTALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU,
BUT THIS SECTION SHALL BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW.
8.3 Your Obligations, Acknowledgments and Warranties.
8.3.1 You acknowledge that the Software is designed to supplement other sources of information and is not intended
to replace your professional discretion and judgment. You accept responsibility for, and acknowledge that you
exercise your own independent and professional judgment in, the selection and use of Software and any results
obtained therefrom. You warrant that you have the right to enter into this Agreement and to install the Software on
any machine, equipment, device, network or system where the Software is installed.
8.3.2 You warrant that you will not upload to the Software or Service, or cause or allow to be uploaded to theSoftware or Service, any data or information for which you do not have sufficient rights. YOU ACKNOWLEDGE
AND WARRANT THAT YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE
ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE AND SERVICE, AND FOR ANYRELIANCE THEREON AND TO THE MAXIMUM EXTENT PERMITTED BY LAW YOU WAIVE ANY AND
ALL CAUSES OF ACTION OR CLAIMS AGAINST US ARISING THEREFROM OR RELATING THERETO.
WE CANNOT AND DO NOT WARRANT THE RESULTS THAT MAY BE OBTAINED BY THE USE OF THE
SOFTWARE OR SERVICE.
8.3.3 You acknowledge and agree that our access, analysis and associated transmission of data, including personaldata, shall be deemed authorized by you for purposes of the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq.,
the Electronic Communications Privacy Act, 18 U.S.C. § 2701 et seq., and all other applicable international, federal,state and local laws, rules and regulations that relate to, regulate, or impact the subject matter of the Software.
9.

Indemnification.
9.1 By Cylance. We will defend, indemnify and hold harmless you and your officers, directors, employees and agents(“Indemnified Party” or “Indemnified Parties”) from and against any third party claims, actions, suits and proceedings
brought against any Indemnified Party alleging that the Software, in the form as delivered to you hereunder, infringes the
U.S. copyrights or patents of such third party; provided that you provide us with (i) prompt written notice of the claim; (ii)all necessary assistance, information and authority necessary for us to defend the claim and perform our obligations under
this Section 0 (at our expense); and (iii) sole control of the defense of such claim and all associated settlement negotiations.
If a claim of infringement is made or appears likely to be made with respect to the Software, we may, at our expense anddiscretion, enable you to continue to use the affected Software, modify the Software to make it non-infringing, replace theSoftware with a substantially functional equivalent, or terminate this Agreement in whole or with respect to the affected
Software and provide you with a credit equal to the price paid for the affected Software, less depreciation calculated on astraight-line basis for the applicable term. THIS SECTION STATES OUR SOLE OBLIGATION AND LIABILITY, AND
YOUR SOLE AND EXCLUSIVE REMEDY, REGARDING CLAIMS OF INFRINGEMENT.
9.2 Exclusions. Cylance will have no liability or responsibility to indemnify the Indemnified Parties under Section 0 withrespect to any claim based upon (i) any information, component or application provided or made available by you or any
third party (including without limitation Files); (ii) any modification of the Software by a party other than Cylance or our
authorized agents; (iii) the combination, operation or use of the Software with non-Cylance software programs or data;(iv) the use of other than the latest release of the Software if such claim could have been avoided by use of the latest
unmodified release; (v) your continuance of allegedly infringing activity after being notified thereof, or after being notified
of modifications (to be made at no cost) that would have avoided the alleged infringement.

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9.3 By You. You will defend, indemnify and hold harmless Cylance, its Affiliates, and its and their officers, directors,
employees and agents (“Cylance Indemnitees”) from and against any claims, actions, suits and proceedings brought against
any Cylance Indemnitee arising from or related to (a) Files; and/or (b) use of the Software delivered hereunder, except tothe extent such claim is covered by the indemnification obligation of Cylance in Section 0. We will provide you with (i)prompt written notice of the claim; (ii) all necessary assistance, information and authority necessary for you to defend theclaim (at your expense); and (iii) sole control of the defense of such claim and all associated settlement negotiations;provided, however, that you may not settle any claim that does not fully and unconditionally release the Cylance Indemniteesfrom any and all liability.
10. Limitations of Liability and Damages Cap. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW,
IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE FOR LOSTPROFITS OR REVENUES OR LOST DATA OR SIMILAR ECONOMIC LOSS, REGARDLESS OF HOW SUCH LOSSESOR DAMAGES ARE CHARACTERIZED, OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR
PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF SUCH CLAIM. TO THE MAXIMUM EXTENTPERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL OUR TOTAL, AGGREGATE LIABILITY ARISINGFROM OR RELATED TO THIS AGREEMENT (INCLUDING FOR NEGLIGENCE, STRICT LIABILITY, BREACH OF
CONTRACT, WARRANTY, AND OTHER CONTRACT OR TORT CLAIMS) EXCEED THE AMOUNT OF DIRECTDAMAGES ACTUALLY INCURRED BY YOU UP TO THE AMOUNT OF FEES PAID BY YOU TO US HEREUNDER
DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION OR CLAIM. IN NO
EVENT SHALL THE TOTAL LIABILITY OF CYLANCE ARISING FROM OR RELATING TO ANY PROFESSIONALSERVICES PERFORMED UNDER AN SOW, WHETHER SUCH DAMAGES ARE BASED ON TORT, CONTRACT, OR
ANY OTHER LEGAL THEORY, EXCEED THE AMOUNT OF FEES PAID TO CYLANCE FOR SUCH PROFESSIONALSERVICES. This Section shall not limit damages caused by our fraud, misrepresentation or gross negligence, or to amounts
payable by us to a third party pursuant to our indemnification obligation in Section 0. The foregoing limitations will apply
even if the above stated remedy fails its essential purpose.
11. Additional Terms.
11.1 Compliance With Laws. The Software and Service are provided solely for lawful purposes and use. We make norepresentation that the Software or Service is appropriate for use in any given country of use. You are solely responsible
for, and agree to comply with, all applicable laws, statutes, ordinances, and other governmental authority, however
designated, with respect to the use of and access to the Software and Service, including without limitation United States
government laws, regulations, orders or other restrictions regarding export from the United States and re-export from otherjurisdictions of software, technical data and information or derivatives of such software, or technical data and information.
You acknowledge that none of the Software or underlying information or technology may be downloaded, or otherwise
exported or re-exported into (or to a national or resident of), or used in any countries or by any individual subject to U.S.
or European Union trade embargo or exclusion, (collectively, “Embargoed Countries”) including without limitation Iran,Cuba, Syria, North Korea and Sudan or any person or entity on the U.S. Department of Treasury’s List of Specially
Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”),
which lists of Embargoed Countries and Designated Nationals are subject to change without notice . You warrant that you
will not, directly or indirectly, without obtaining prior authorization from the competent government authorities as requiredby those laws and regulations: (1) sell, export, re-export, transfer, divert, or disclose or provide Software or Documentation
to any prohibited person, entity, or destination; or (2) use the Software or Documentation for any use prohibited by the laws
or regulations of the United States or your country of residence or location. You will reasonably cooperate with us, andwill provide us promptly upon request with any certificates or documents, in each case as are reasonably requested to obtainapprovals, consents, licenses and/or permits required for any payment or any export or import of Software or Documentation
under this Agreement. Nothing in this Agreement shall preclude us from cooperating in any legal proceeding or government
inquiry. Cylance reserves the right at any time to request a certificate signed by your authorized representative confirming
your compliance with the requirements of this Section 11.1. You acknowledge and agree that you are solely responsible
for complying with any local import rules and regulations relating to your performance of this Agreement, including
obtaining any approvals and licenses that may be required.
11.2 Governing Law. This Agreement shall be governed in all respects by the laws of the State of California, without
regard to conflicts of law rules or principles that would dictate a different governing law. This Agreement shall not be
governed by the United Nations Convention on Contracts for the International Sale of Goods.

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11.3 Arbitration. Unless resolved amicably between the parties, any and all disputes, controversies, or differences which
may arise between the parties, out of or in relation to or in connection with this Agreement, or the breach thereof, shall besolely and finally settled by binding arbitration pursuant to the then-current rules of JAMS. Such arbitration shall be heldin Orange County, California USA. The arbitration shall be conducted by a single arbitrator, who shall be knowledgeable
in the subject matter hereof. The parties shall agree upon the selection of the arbitrator, but if the parties cannot agree onsuch selection within ten (10) days following the submittal of a demand for arbitration by a party, then the arbitrator shallbe selected by JAMS. The arbitrator will provide a written explanation to the parties of any arbitration award. Any
decision rendered by the arbitrator shall be binding, final and conclusive upon the parties, and a judgment thereon may beentered in, and enforced by, any court having jurisdiction over the party against which an award is entered or the locationof the assets of such party, and the parties hereby irrevocably waive any objection to the jurisdiction of such courts basedon any ground, including without limitation, improper venue or forum non conveniens. The parties and the arbitrator shallbe bound to maintain the confidentiality of this Agreement, the dispute and any award, except to the extent necessary to
enforce any such award. Notwithstanding each party agreeing to arbitrate, you acknowledge that your material breach ofthis Agreement may cause us irreparable harm for which there may be no adequate remedy at law, and that under suchcircumstances, we shall be entitled to equitable relief by injunction or otherwise in any court having jurisdiction, without
the obligation of posting any bond or surety.
11.4 Severability; Amendment. If any provision of this Agreement is held to be illegal or unenforceable for any reason,
then such provision shall be deemed to be restated so as to be enforceable to the maximum extent permissible under law;
the remainder of this Agreement shall remain in full force and effect. Amendments or changes to this Agreement must be
in writing and be executed by both parties to be effective. You acknowledge that you have not relied upon any written ororal representations of Cylance in entering into this Agreement other than the representations, if any, expressly set forth in
this Agreement.
11.5 Use of Names. You hereby authorize us to use your name and logo in our marketing efforts, including being publically
identified as a customer of Cylance.
11.6 Taxes. To the extent applicable to the transaction at issue, you are solely responsible for and will pay all taxes, dues,
fees, levies, withholdings and similar charges or duties of any nature whatsoever, imposed, assessed or collected by any
Tax Authority (defined below), together, in any case, with all interest, penalties, fines or other additional amounts imposedin respect thereof (“Taxes”) (other than Excluded Taxes, as defined herein) in relation to this Agreement. “Tax Authority”
means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority,
body or official with responsibility to impose, assess, collect or administer any Taxes or make any decision or ruling inrespect of any Taxes. “Excluded Taxes” means only those Taxes imposed on Cylance by a Tax Authority based on
Cylance’s net income. Unless otherwise specified in this Agreement, all amounts payable by you to Cylance under thisAgreement are exclusive of all Taxes that are or are in the nature of: (a) sales, use, ad valorem, value added, excise, goods
and services, or harmonized sales Taxes; (b) license, stamp, or transfer Taxes; or (c) customs, import or export Taxes(individually and collectively, the “Transaction Taxes”). You will pay to Cylance, in addition to the amounts otherwise
payable by you to or for the benefit of Cylance under this Agreement, all applicable Transaction Taxes (whether or not
charged or required by law to be charged by Cylance), unless: (i) you are entitled to a lawful exemption from such
Transaction Taxes, or (ii) you have remitted such Transaction Taxes directly to the relevant Tax Authority as required bylaw; and, in either case, you have provided Cylance with evidence thereof to Cylance's satisfaction. Notwithstanding
anything to the contrary contained in this Agreement, if any amounts (including Taxes) are required to be withheld by you
from any amount payable to or for the benefit of Cylance under this Agreement, you will pay an additional amount toCylance such that the net amount received by Cylance, after all required withholdings, equals the full amount of the payment
then due.
11.7 United States Governmental End Users. The Software is copyright protected Commercial Computer Software andComputer Software Documentation as those terms are defined in 48 C.F.R. 2.101. The U.S. Government shall obtain only
those rights to the Software as are authorized by 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-3, as applicable. Any use,
modification, reproduction, release, performance, display or disclosure of the Software by the U.S. Government shall begoverned solely by this Agreement. The Software is deemed to be “commercial computer software” and “commercial
computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, asapplicable. Any use, modification, reproduction, release, performance, display or disclosure of the Software by the United

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States Government shall be governed solely by the terms of this Agreement and shall be prohibited except to the extent
expressly permitted by the terms of this Agreement.
11.8 Personal Data and Privacy Notice. The privacy notice of Cylance (the “Privacy Notice”) (a copy of which is available
at https://www.cylance.com/en-us/company/about-us/privacy-notice.html ) applies to all personal data transmitted by the
Software or otherwise provided by you to Cylance in connection with this Agreement. You hereby accept the Privacy
Notice, including any modified versions of the Privacy Notice that Cylance may publish from time to time on its website(www.cylance.com) or otherwise provide to you. Prior to making any personal data available to Cylance, directly or throughthe operation of the Software, you shall establish legal basis for collection in accordance with applicable data protection
laws, whether employees of yours, your customers, or other third parties, whose personal data may be transmitted by the
Software, to the transfer of such personal data to the USA or other countries in accordance with the Privacy Notice, and to
the processing of such information for the purposes described in the Privacy Notice and/or this Agreement, or otherwise
ensure the admissibility of such transfer and processing. You also shall obtain all authorizations and give all notices to dataprotection authorities within your applicable jurisdiction that are required by applicable law prior to the transfer of such
personal data to Cylance.
11.9 Assignment. You may not assign or otherwise transfer this Agreement, or its rights or duties hereunder, in whole orin part, by operation of law or otherwise, without our prior written consent. Any assignment or transfer without the consent
of Cylance will be null and void and of no force or effect. We may assign this Agreement or its rights or duties hereunder,in whole or in part, by operation of law or otherwise, upon a sale of all or substantially all of our business or assets to which
this Agreement pertains, or transfer this Agreement to an affiliate or subsidiary. Subject to the forgoing, this Agreement
shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
11.10 General. The parties are independent contractors for all purposes under this Agreement. Neither party shall be liable
for any delay or failure due to force majeure and other causes beyond its reasonable control; provided that the foregoingshall not apply to your payment obligations. The parties do not intend that any term of this Agreement be enforceable byany third party. Any waiver or failure to enforce any provision of this Agreement will not be deemed a waiver of any otherprovision or of such provision on any other occasion. Any notices or consents under this Agreement to either party must
be in writing and personally delivered or sent by certified or registered mail, return receipt requested, or by nationallyrecognized overnight express courier, and will be delivered upon receipt. Notices sent to you will be sent to the address
specified in the Ordering Document or such other address as you may specify in writing by notice. Notices to us shall besent to Cylance Inc., Attn: Legal, 400 Spectrum Center Dr., Suite 900, Irvine, CA 92618 USA.

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Statement of Work
ThreatZero Services
This Statement of Work for ThreatZero Services is subject to the terms and conditions included in this SOW and the terms andconditions of the Agreement attached hereto which is incorporated by reference. Capitalized terms used but not defined in thisSOW have the meanings ascribed to them in the Agreement. For purposes of this Statement of Work, the Professional Services tobe delivered hereunder by Cylance shall be deemed “ThreatZero Services”.
A. Summary of ThreatZero Services. ThreatZero Services will be performed in the following phases:
1. Planning Phase
2. Deployment and Implementation Phase- CylancePROTECT and/or CylanceOPTICS Software to be deployed andimplemented on endpoints
3. Training, Final Tuning and Reporting Phase
4. Achieving Success Criteria; Service End Date
B. Detailed Description of ThreatZero Services
1. Planning Phase:• Cylance and Client will participate in one or more planning meetings to identify project scope (systems and software
requirements, asset inventory and access requirements) and review prerequisites for Software deployment andimplementation.
• Upon conclusion of the planning meetings, Cylance will draft and finalize a project plan and deployment task list,
identifying and synthesizing feedback received from relevant Client stakeholders regarding topics, including but not limited
to, systems and software requirements, asset inventory and access requirements.
• Client to review, validate and approve the final project plan, no later than five (5) business days from delivery. Ifchanges are requested by Client, Cylance will redeliver a project plan, until approved by Client. The final approved projectplan (“Project Plan”) shall be used as a guide to complete deployment and implementation activities contemplated during
the Deployment and Implementation Phase. The finally approved Project Plan can only be modified as needed based on
mutual agreement of the parties.
2. Deployment and Implementation Phase:• Once the Project Plan is finally approved by Client, guided by input from Client stakeholders, Client will initiate andparticipate in the deployment plan per the Project Plan, installing the Software on endpoints, leveraging a combination ofnative and custom deployment methodologies. (The maximum number of endpoints which Cylance will assist in deploying
will be as stated in the Ordering Document and be based on the fees paid by the Client; this is only a maximum number andthe actual number of endpoints which Cylance will assist in deploying will be dependent on the number made available byClient during the Initial Deployment and Implementation Phase).
• Cylance will manage the Software implementation of deployed endpoints and tune of Software attributes based on
Client input and desired outcomes.
• Cylance will conduct weekly update meetings with client to validate the deployment and implementation to ensure
continuity.
3. Training, Final Tuning and Reporting Phase:• Cylance will train Client (Software administrators) on best practices on how to maintain Software and optimize
solution on Client’s environment (Up to three (3) hours of training)• Cylance will manage and finalize learning phase and tuning of Software attributes based on Client input and toachieve Success Criteria (described below).
• Cylance will develop and deliver operational reports memorializing configurations policies, settings, zones and otheraspects of the Software deployment.
4. Achieving Success Criteria; Service End Date: The ThreatZero Services shall be deemed completed when the Success
Criteria are met. Unless otherwise mutually agreed in writing, the parties assume the following objective “Success
Criteria”: Unless otherwise agreed in writing between the Parties, overall ThreatZero Report Card* grade of 95% or better.
This report card will reflect a weighted measurement the relevant aspects of the implementation, including the handling of
all malware and potentially un-wanted Programs (PUPs), policy implementation, version control, and inventory status.
C. Other relevant Terms.

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1. Client Obligations and Responsibilities. Client shall provide Cylance with appropriate information concerning, and reasonable
access to, the computer systems of the Client and provide all information and data and access and full, good faith cooperation asreasonably necessary to facilitate Cylance’s delivery of these ThreatZero Services, including one or more employees of Client who
have substantial computer systems and network and project management experience to act as a liaison between Client and Cylance.
If Client fails or delays in its performance of any of the foregoing, and such failure or delay causes substantial or material difficulties
for Cylance to perform its obligations hereunder, Cylance shall not be held responsible for the delay. Client also agrees to thefollowing specific obligations and responsibilities:• Client shall identify point of contact for engagement.
• Client shall ensure that any disclosures, consents or approvals for monitoring of endpoints (if any needed) shall be obtainedin advance of any implementation or deployment of such endpoints.
• Client shall provide Cylance with administrative access to the Cylance Software user interface.
• Client shall be responsible for network availability of Client systems at all times during the Project Plan; Client
understands that lack of network readiness or access to specific files or other data may result in lack of productivity by Cylanceor may otherwise affect the accuracy of the results.
• Client shall ensure all devices relevant to the implementation within the desired environment will be accessible via network
connectivity and accessibility prior to the time that the engagement commences.
• Client shall provide the Cylance consultant(s) with necessary documentation related to the engagement, and with relevant
information on proposed applications and computing systems, on an as needed basis, to ensure success of the ThreatZero
Services.
• Client shall provide the Cylance consultant(s) with access to all necessary facilities and computer systems (to include
passwords).
• Client shall provide the Cylance consultant(s) office space or a desk while onsite, as needed.
• Client shall request and schedule any interviews/meetings with the appropriate individuals as reasonably requestedby the Cylance project manager in a timely fashion.
2. Schedule; Client Caused Delays; Client Failures that Prevent Cylance Performance. The parties will agree upon adeployment and implementation schedule as part of the Project Plan. The parties will each use reasonable commercial efforts to meetthe schedule outlined in the Project Plan. Notwithstanding the foregoing, the parties agree that the timelines recited are best estimates,
and all timelines for deployment and implementation efforts outlined are estimates only and subject to unforeseen circumstances.
Client acknowledges that Client cooperation and access to Client personnel and systems and timely provision by Client of certain
information, assistance, responses is essential to the timely performance of the these ThreatZero Services by Cylance. Client
understands that Cylance shall not be liable for any deficiency or failure in performing the ThreatZero Services if such deficiency or
failure results from the failure of Client to comply with its obligations hereunder or to provide the access to personnel, systems orinformation need for Cylance to perform ThreatZero Services. Client further agrees that if Client continues to fail to perform after
two (2) written requests from Cylance, then Cylance may be relieved of its obligations hereunder with respect to those services thatcannot be performed as a result of such Client failure and such services shall be deemed delivered hereunder.
3. Final Acceptance of Professional Services delivered Hereunder. Within ten (10) days of receipt of a notice from Cylancethat Success Criteria is met and ThreatZero Services are completed (“Acceptance Period”), Client shall review and inspect all reports
submitted as proof of meeting Success Criteria, and accept or reject the ThreatZero Services and reports based on Cylance meeting
the Success Criteria defined. Client agrees that it shall accept the ThreatZero Services, unless there is a failure to meet the Success
Criteria (as defined herein). Client’s failure to identify any failure within the Acceptance Period shall be deemed an acceptance ofProfessional Services and all deliverables delivered hereunder.
4.

Fees/Expensesa.
Fees. Client will pay to Cylance (or its Authorized Reseller as relevant) the fees identified in the relevant Ordering
Document.
b.
Expenses. If requested by Client in connection with this SOW, Client shall reimburse Cylance actual travel and lodging
expenses incurred by Cylance in connection with the SOW, such as airfare, lodging, meals and ground transportation. All travel andrelated expenses will be billed to Client at the end of the SOW, unless the SOW extends beyond thirty (30) days, in which caseexpenses will be billed monthly.
5. Project Specific Assumptions. Client understands and agrees that, in connection with the delivery of ThreatZero Services,Cylance will need access and use the Software on Client’s behalf and that such access and use may result in access, use andmanipulation of Client systems, network and infrastructure, and that Cylance may operate the Software, retrieve data or otherwise
connect with Client’s network on Client’s behalf to implement and tune the Software per Client instruction and as agreed by theparties in order to perform ThreatZero Services.

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6. Cylance General Know How; Cylance Tools and Materials. Client understands and agrees that: 1) all methodologies, ideas,
concepts, know-how or techniques used or developed by or for Cylance in or for the provision of ThreatZero Services (“Cylance
General Know How”), and 2) all tools, training materials, documentation, records, raw data, materials, work product, information,
formulas, or writings related thereto, which are authored, prepared, created, made, developed, delivered, conceived or reduced topractice, in whole or in part, by Cylance in the course of providing the ThreatZero Services (collectively, the “Cylance Tools andMaterials”) are and will be the sole and exclusive property of Cylance. Client also acknowledges and understands that Cylance
provides similar services to other clients of Cylance and that Cylance General Know and Cylance Tools and Materials will be used inother similar engagements. The parties agree that nothing herein shall be construed to prohibit Cylance (or any of its personnel) fromutilizing any such Cylance General Know How and Cylance Tools and Materials during the course of performing other services forother clients, provided that for clarity Client Confidential Information is not incorporated, used, delivered, or otherwise disclosed inconnection with the same. Nothing in this SOW will restrict or limit Cylance (or any of its personnel) from entering into agreementswith other clients for the provision of services similar to the ThreatZero Services at any time.
7. Term/Termination. This SOW will commence on the effective date of the relevant Ordering Document and will continue until
the Success Criteria are met.
8. Survival. Notwithstanding anything else in this SOW, Section 2, 3, 4, 5, 6, 7, 8 and 9 of Section C of this SOW will survive
termination or expiration of this SOW for any reason.
9.

Warranty.
a.

ThreatZero Services Warranty. Cylance warrants to the Client that Cylance will perform ThreatZero Services in a
professional manner by qualified personnel and in a manner consistent with industry standards. The sole and exclusive
remedy of Client for a breach of the foregoing warranty by Cylance shall be to provide Cylance with a written descriptionof such breach within thirty (30) days from the date of performance of the nonconforming ThreatZero Services (or portion
thereof, if applicable), in which case Cylance shall promptly and at its expense, use commercially reasonable efforts to reperform such ThreatZero Services (or portion thereof). If Cylance cannot re-perform such ThreatZero Services in conformity
with this warranty, then Cylance will refund fees paid by Client to Cylance in respect of the Services that fail to meet thiswarranty. If no written rejection is given to Cylance by Client within such thirty (30) days, such Deliverable or ThreatZero
Services shall be deemed accepted. This Section represents the sole liability of Cylance, and the sole and exclusive remedy
for Client, for a breach of the ThreatZero Services warranty.

b.

Disclaimer and Acknowledgements. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9(a), CYLANCE MAKESNO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE THREATZERO SERVICES OR
DELIVERABLES, AND CYLANCE HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, NONINFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OFPERFORMANCE OR USAGE OF TRADE.

c.

Client Warranties. Client accepts responsibility for, and acknowledges that it exercises its own independent andprofessional judgment in, the selection and use of Software and any results obtained therefrom. Client warrants that it has
the right to enter into the Agreement and this SOW, and to install the Software on any machine, equipment, device, networkor system where the Software is installed. Client warrants that it will not upload to the Software or Service, or cause or
allow to be uploaded to the Software or Service, any data or information for which Client does not have sufficient rights.
Client warrants that it has the right to grant Cylance access to and use of Client systems, networks and infrastructure asprovided herein. CLIENT ACKNOWLEDGES AND WARRANTS THAT IT IS SOLELY RESPONSIBLE AND LIABLE
FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE AND SERVICE,
AND FOR ANY RELIANCE THEREON AND TO THE MAXIMUM EXTENT PERMITTED BY LAW CLIENT
WAIVES ANY AND ALL CAUSES OF ACTION OR CLAIMS AGAINST CYLANCE AND ITS AFFILIATESARISING THEREFROM OR RELATING THERETO. CYLANCE CANNOT AND DOES NOT WARRANT THE
RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SOFTWARE OR SERVICE. THE DECISION BY
CLIENT TO BLOCK, QUARANTINE OR ENABLE EXECUTION OF POTENTIALLY MALICIOUS CODE IS AT ITSOWN RISK. CLIENT ACKNOWLEDGES THAT CYLANCE HAS NO CONTROL OVER THE SPECIFIC
CONDITIONS UNDER WHICH CLIENT USES THE PRODUCT OR POTENTIALLY MALICIOUS CODE. THE
SOFTWARE AND SERVICE DO NOT REPLACE THE OBLIGATION OF CLIENT TO EXERCISE ITSINDEPENDENT JUDGMENT WITH RESPECT TO POTENTIALLY MALICIOUS CODE. Client acknowledges andagrees that Cylance’s access, analysis and associated transmission of Files shall be deemed authorized by Client for purposesof the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., the Electronic Communications Privacy Act, 18 U.S.C. §Page 11 of 15

2701 et seq., and all other applicable international, federal, state and local laws, rules and regulations that relate to, regulate,or impact the subject matter of the Software.

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Statement of Work
ThreatZero Assurance Services
This Statement of Work for ThreatZero Assurance Services is subject to the terms and conditions included in this SOW and theterms and conditions of the Agreement attached hereto which is incorporated by reference. Capitalized terms used but not definedin this SOW have the meanings ascribed to them in the Agreement. For purposes of this Statement of Work the Professional
Services to be delivered hereunder by Cylance shall be deemed “ThreatZero Assurance Services”.
A. Summary of ThreatZero Assurance Services. ThreatZero Assurance Services is a maintenance plan that can only bepurchased after Cylance has completed ThreatZero Professional Services for Client (“ThreatZero Services”). In every case, foreach delivery of ThreatZero Assurance Services, the following phases are relevant:
1. Reporting and Review Phase
2. Tuning Phase
3. Achieving Success Criteria; Service End Date
B. Detailed Description of ThreatZero Assurance Services
1.

Reporting and Review Phase:• Cylance will generate and deliver ThreatZero Report and relevant report cards to review status of threats at thecommencement of the project.
• review of the Cylance ThreatZERO Report with Client• Policy review showcasing best practices, suggested modifications, and further recommendations to re-establish
prevention status• malware status review during which threats are identified• review of potentially unwanted programs (“PUPs”)• review of memory exploit attempts and exclusions• review of script control events and exclusions• review of deployed agent version and update statuses• review of Software features and upgrades

2.

Tuning Phase:• Cylance to review and refine the current status and tuning of Software attributes based on Client input and initialconfiguration efforts delivered previously as part of ThreatZero Assurance Services.
• A final ThreatZero Report will be generated and relevant report card will be delivered outlining items that wereremediated and/or need to be addressed.

3.

Achieving Success Criteria; Service End Date: The ThreatZero Assurance Services shall be deemed completed when the
Success Criteria are met. Unless otherwise mutually agreed, the parties assume the following objective “Success Criteria”:
Unless otherwise agreed in writing between the parties, overall ThreatZero Assurance Report* card grade of 95% or better.
This report card will reflect a weighted measurement the relevant aspects of the implementation, including the handling of
all malware and potentially un-wanted Programs (PUPs), policy implementation, version control, and inventory status.

C. Other Relevant Terms
1. Client Obligations and Responsibilities. Client shall provide Cylance with appropriate information concerning, and reasonable
access to, the computer systems of the Client and provide all information and data and access and full, good faith cooperation asreasonably necessary to facilitate the Cylance’s delivery of these ThreatZero Assurance Services, including one or more employeesof Client who have substantial computer systems and network and project management experience to act as a liaison between Clientand Cylance. If Client fails or delays in its performance of any of the foregoing, and such failure or delay causes substantial or materialdifficulties for Cylance to perform its obligations hereunder, Cylance shall not be held responsible for the delay. Client also agrees tothe following specific obligations and responsibilities:• Client shall identify point of contact for engagement.
• Client shall ensure that any disclosures, consents or approvals for monitoring of endpoints (if any needed) shall beobtained in advance of any implementation or deployment of such endpoints• Client shall provide Cylance with administrative access to the Cylance Software user interface

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• Client shall be responsible for network availability of Client systems at all times during the project; Client understands thatlack of network readiness or access to specific files or other data may result in lack of productivity by Cylance or may otherwise
affect the accuracy of the results.
• Client shall ensure all devices relevant to the implementation within the desired environment will be accessible via network
connectivity and accessibility prior to the time that the engagement commences.
• Client shall provide the Cylance consultant(s) with necessary documentation related to the engagement, and with relevant
information on proposed applications and computing systems, on an as needed basis, to ensure success of the ThreatZero
Assurance Services.
• Client shall provide the Cylance consultant(s) with access to all necessary facilities and computer systems (to include
passwords).
• Client shall provide the Cylance consultant(s) office space or a desk while onsite, as needed.
• Client shall request and schedule any interviews/meetings with the appropriate individuals as reasonably requestedby the Cylance project manager in a timely fashion.
2. Client Failures that Prevent Cylance Performance. Client understands that Cylance shall not be liable for any deficiency or
failure in performing the ThreatZero Assurance Services if such deficiency or failure results from the failure of Client to comply with
its obligations hereunder or to provide the access to personnel, systems or information need for Cylance to perform ThreatZero
Assurance Services. Client further agrees that if Client continues to fail to perform after two (2) written requests from Cylance, thenCylance may be relieved of its obligations hereunder with respect to those services that cannot be performed as a result of such Client
failure and such services shall be deemed delivered hereunder.
3. Final Acceptance of Professional Services delivered Hereunder. Within ten (10) days of receipt of a notice from Cylance that
Success Criteria is met and Services are completed (“Acceptance Period”), Client shall review and inspect all reports submitted as
proof of meeting Success Criteria, and accept or reject the ThreatZero Assurance Services and reports based on Cylance meeting the
Success Criteria defined. Client agrees that it shall accept the ThreatZero Assurance Services, unless there is a failure to meet the
Success Criteria. Client’s failure to identify any failure within the Acceptance Period shall be deemed an acceptance of Professional
Services and all deliverables delivered hereunder.
4.

Fees/Expensesa.
Fees. Client will pay to Cylance (or its Authorized Reseller as relevant) the fees identified in the relevant Ordering
Document.
b.
Expenses. If requested by Client in connection with this SOW, Client shall reimburse Cylance actual travel and lodging
expenses incurred by Cylance in connection with the SOW, such as airfare, lodging, meals and ground transportation. All travel andrelated expenses will be billed to Client at the end of the SOW, unless the SOW extends beyond thirty (30) days, in which caseexpenses will be billed monthly.
5. Project Specific Assumptions. Client understands and agrees that, in connection with the delivery of ThreatZero Assurance
Services, Cylance will need access and use the Software on Client’s behalf and that such access and use may result in access, use andmanipulation of Client systems, network and infrastructure, and that Cylance may operate the Software, retrieve data or otherwise
connect with Client’s network on Client’s behalf to implement and tune the Software per Client instruction and as agreed by theparties in order to perform ThreatZero Assurance Services.
6. Cylance General Know How; Cylance Tools and Materials. Client understands and agrees that 1) all methodologies, ideas,
concepts, know-how or techniques used or developed by or for Cylance in or for the provision of ThreatZero Assurance Services(“Cylance General Know How”), and 2) all tools, training materials, documentation, records, raw data, materials, work product,
information, formulas, or writings related thereto, which are authored, prepared, created, made, developed, delivered, conceived or
reduced to practice, in whole or in part, by Cylance in the course of providing the ThreatZero Assurance Services (collectively, the“Cylance Tools and Materials”) are and will be the sole and exclusive property of Cylance. Client understands that Cylance provides
similar services to other clients of Cylance and that Cylance General Know and Cylance Tools and Materials will be used in othersimilar engagements. The parties agree that nothing herein shall be construed to prohibit Cylance (or any of its personnel) fromutilizing any such Cylance General Know how and Cylance Tools and Materials during the course of performing other services forother clients, provided that for clarity Client Confidential Information is not incorporated, used, delivered, or otherwise disclosed inconnection with the same. Nothing in this SOW will restrict or limit Cylance (or any of its personnel) from entering into agreementswith other clients for the provision of services similar to the ThreatZero Assurance Services at any time.
7. Term. This SOW will commence on timelines or on the schedule agreed to as part of the Ordering Document will continue until
the Success Criteria are met.

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8. Survival. Notwithstanding anything else in this SOW, Sections 2, 3, 4, 5, 6, 7, 8 and 9 of Section C of this SOW will survive
termination or expiration of this SOW for any reason.
9.

Warranty.
a. TheatZero Assurance Services Warranty. Cylance warrants to the Client that Cylance will perform ThreatZero Assurance
Services in a professional manner by qualified personnel and in a manner consistent with industry standards. The sole andexclusive remedy of Client for a breach of the foregoing warranty by Cylance shall be to provide Cylance with a written
description of such breach within thirty (30) days from the date of performance of the nonconforming ThreatZero Assurance
Services (or portion thereof, if applicable), in which case Cylance shall promptly and at its expense, use commerciallyreasonable efforts to re-perform such ThreatZero Assurance Services (or portion thereof). If Cylance cannot re-perform such
ThreatZero Assurance Services in conformity with this warranty, then Cylance will refund fees paid by Client to Cylance inrespect of the Services that fail to meet this warranty. If no written rejection is given to Cylance by Client within such thirty(30) days, such Deliverable or ThreatZero Assurance Services shall be deemed accepted. This Section represents the soleliability of Cylance, and the sole and exclusive remedy for Client, for a breach of the ThreatZero Assurance Services
warranty.
b. Disclaimer and Acknowledgements. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9(a), CYLANCE MAKESNO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY OTHER MATTER WHATSOEVER,
INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE THREATZERO ASSURANCE SERVICES OR
DELIVERABLES, AND CYLANCE HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NEED, ACCURACY, NONINFRINGEMENT, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OFPERFORMANCE OR USAGE OF TRADE.
c. Client Warranties. Client accepts responsibility for, and acknowledges that it exercises its own independent andprofessional judgment in, the selection and use of Software and any results obtained therefrom. Client warrants that it has
the right to enter into the Agreement and this SOW, and to install the Software on any machine, equipment, device, networkor system where the Software is installed. Client warrants that it will not upload to the Software or Service, or cause or
allow to be uploaded to the Software or Service, any data or information for which Client does not have sufficient rights.
Client warrants that it has the right to grant Cylance access to and use of Client systems, networks and infrastructure asprovided herein. CLIENT ACKNOWLEDGES AND WARRANTS THAT IT IS SOLELY RESPONSIBLE AND LIABLE
FOR VERIFYING THE ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE SOFTWARE AND SERVICE,
AND FOR ANY RELIANCE THEREON AND TO THE MAXIMUM EXTENT PERMITTED BY LAW CLIENT
WAIVES ANY AND ALL CAUSES OF ACTION OR CLAIMS AGAINST CYLANCE AND ITS AFFILIATESARISING THEREFROM OR RELATING THERETO. CYLANCE CANNOT AND DOES NOT WARRANT THE
RESULTS THAT MAY BE OBTAINED BY THE USE OF THE SOFTWARE OR SERVICE. THE DECISION BY
CLIENT TO BLOCK, QUARANTINE OR ENABLE EXECUTION OF POTENTIALLY MALICIOUS CODE IS AT ITSOWN RISK. CLIENT ACKNOWLEDGES THAT CYLANCE HAS NO CONTROL OVER THE SPECIFIC
CONDITIONS UNDER WHICH CLIENT USES THE SOFTWARE OR POTENTIALLY MALICIOUS CODE. THE
SOFTWARE AND SERVICE DO NOT REPLACE THE OBLIGATION OF CLIENT TO EXERCISE ITSINDEPENDENT JUDGMENT WITH RESPECT TO POTENTIALLY MALICIOUS CODE. Client acknowledges andagrees that Cylance’s access, analysis and associated transmission of Files shall be deemed authorized by Client for purposesof the Computer Fraud and Abuse Act, 18 U.S.C. § 1030 et seq., the Electronic Communications Privacy Act, 18 U.S.C. §2701 et seq., and all other applicable international, federal, state and local laws, rules and regulations that relate to, regulate,or impact the subject matter of the Software.

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