FORESCOUT TECHNOLOGIES, INC.
EARLY AVAILABILITY EVALUATION LICENSE AGREEMENT
This Early Availability Evaluation License Agreement (“Agreement”) is a legal
agreement between the entity on whose behalf you are authorized to enter into thisAgreement (“Customer”), and Forescout Technologies, Inc. (“Forescout”). If
Customer does not agree to the terms and conditions of this Agreement or theForescout
Data
Processing
Addendum
madeavailableathttps://www.forescout.com/company/legal/, Customer must promptly return the
Products and any accompanying items (including printed materials and binders orother containers) and immediately cease using or accessing the Cloud Service.
Customer’s standard terms and conditions of sale, purchase order or otherdocuments are for Customer’s convenience only and any terms set forth therein thatare inconsistent with, vary from, or add to the terms and conditions set forth in thisAgreement shall not be binding on Forescout and are hereby rejected.
1.

DEFINITIONS.

“Affiliate” means an entity that controls (i.e., parent), is controlled by (i.e., subsidiary),or is under common control with (i.e., sister) a party to this Agreement.
“Authorized Third Party” means third party consultants or contractors which may beaccessing and using the Software and/or Cloud Service on Customer’s behalf as longas: (a) the use is solely for Customer’s internal business operations; (b) each
Authorized Third Party is under subject, in each case, to written confidentiality
obligations with Customer protecting Forescout’s Intellectual Property Rights andConfidential Information with terms no less stringent than those of the Agreement
and any Addendum; (c) Customer ensures that the Authorized Third Party’s use of the
Software and Cloud Service complies with the terms of this Agreement; and (d) oncompletion of the Authorized Third Party’s services requiring the use of the Software
and/or Cloud Service, Customer ensures that the Authorized Third Party ceases accessor use of the same immediately.
“Cloud Service” means a cloud-based technology service hosted by or on behalf ofForescout for the benefit of Customer that is used in conjunction with Forescout’s
Products.
“Customer Data” means all electronic information submitted by or on behalf ofCustomer to the Cloud Service in accordance with the Documentation.
“Documentation” means the written technical documentation and specifications
applicable to a Product or Cloud Service, excluding marketing collateral, such as
datasheets and solution briefs.
“Evaluation Period” means the period of time during which Customer may evaluate
the Products and/or Cloud Service beginning on the date Forescout accepts
Customer’s Order through the evaluation end date specified on the Order, inclusiveof any extensions approved by Forescout.
“Graphical User Interface” or “GUI” means the software program which provides theinterface for Customer to operate the Products.
“Hardware” means the Forescout branded hardware appliance provided to Customer
for evaluation purposes.
"Intellectual Property Rights" means all intellectual property rights, including, without
limitation, patent, copyright, trademark, and trade secret.
"Open Source Software" means various open source software components of the
Software that are licensed to Customer under the terms of the applicable license
agreements included with such open source software components.
“Order” means Forescout’s Early Availability Evaluation Request Form executed by
Customer that refers to this Agreement and describes in greater detail Customer’sorder-specific information, including, Products and/or Cloud Service ordered,
Evaluation Period start and end dates, Product list price, and shipping information.
“Product” means the Software and/or any Hardware that Customer has ordered, andForescout has agreed to provide, as indicated on the applicable Order.
“Software” means the proprietary software program(s) developed by or licensed to,Forescout, made available in object code form, as more fully described within theDocumentation, as well as any modifications, error corrections, bug fixes, or other

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updates thereto. “Software” also includes the proprietary GUI, and associatedDocumentation developed by Forescout.
“Third Party Applications” means certain products, links, resources, plugins orservices developed or sourced from third parties but made available to Customer byForescout for Customer’s use in connection with the Products.
"User" means a human who is either an employee of Customer or an Authorized
Third Party (1) who can establish a connection to and use the Cloud Service for
Customer’s internal business operations, (2) for whom a subscription has beenobtained, and (3) to whom a user identification and password have been supplied
by Customer (or by Forescout at Customer’s request).
2.

GRANT OF LICENSE; RESERVATION OF RIGHTS.

2.1. License and Right of Access. Forescout hereby grants Customer during the
Evaluation Period, and solely for testing and evaluation purposes: (i) a nonexclusive,
limited license, to (a) use one (1) copy of the Software solely as installed on the
Hardware or downloaded electronically, and (b) download and use as many copies of
the GUI and the Documentation necessary to support Customer’s testing andevaluation of the Products; and (ii) a right to access and use the Cloud Service andapplicable Documentation.
2.2. Evaluation Feedback. The purpose of this license and access grant is the testingand evaluation of the Products, the Cloud Service, and Documentation. In furtheranceof this purpose, Customer shall provide feedback to Forescout concerning thefunctionality and performance of the Products and Cloud Service from time to time
as reasonably requested by Forescout, including, without limitation, identifying
potential errors, improvements, modifications, bug fixes, or enhancements("Feedback"). Such Feedback will be in a manner convenient to Customer and will be
subject to reasonable availability of Customer’s personnel. Notwithstanding theforegoing, prior to disclosing to Forescout any information in connection with thisAgreement which Customer considers proprietary or confidential, Customer willobtain Forescout’s prior written approval to disclose such information to Forescout,and without such prior written approval from Forescout, Customer will not disclose
any such information to Forescout. Customer hereby irrevocably assigns all right, title
and interest in the Feedback and all intellectual property rights therein to Forescout.
Information which is provided by Customer to Forescout in connection with theProducts, associated Cloud Service, Feedback, or this Agreement may be used byForescout to improve or enhance its products or services and, accordingly, Customer
grants Forescout a non-exclusive, perpetual, irrevocable, royalty-free, worldwide
right and license to use, reproduce, disclose, sublicense, distribute, modify, andotherwise exploit such information and, in the event the foregoing assignment ofrights is held to be invalid, the Feedback without restriction.
2.3. Loan of Hardware. If Forescout loans Hardware to Customer pursuant to thisAgreement, Forescout is loaning such Hardware to Customer solely for purposes of
Customer’s internal testing and evaluation, and in-production testing of the Products
and associated Cloud Service. Customer shall not disassemble the Hardware, in whole
or in part, or use any mechanical, electrical or other method to decompile,
disassemble or decrypt the Hardware or encourage others to do so. Customer shalldo nothing inconsistent with Forescout’s title to the Hardware, including but notlimited to transferring, loaning, selling, assigning, pledging or otherwise disposing,encumbering or suffering a lien or encumbrance upon or against any interest in the
Hardware.
2.4. Ownership and Reservation of Rights. Forescout, and/or its licensors, shall own
and retain all right, title and interest in and to the Intellectual Property Rights in the
Products, Cloud Service, Documentation and any derivative works thereof, including
any modifications to or derivatives made by Customer in violation of this Agreement.
Except as to the limited license expressly set forth in Section 2.1 of this Agreement,
Customer does not acquire any other rights, express or implied, in the Products or
Cloud Service. The limited license described herein is not a sale of the Software or any
copy of it, nor it is a waiver of the rights of Forescout under the U.S. copyright laws or
any other federal, state, or other applicable laws. ALL RIGHTS NOT EXPRESSLYGRANTED HEREUNDER ARE RESERVED TO FORESCOUT.
2.5. Data Protection. Forescout shall act as a data processor and process Customer
Data only on behalf of and under the direction of Customer (and its designees), as set

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forth in this Agreement. Forescout shall use Customer Data only for legitimate
business purposes in connection with providing its Services, as set forth in thisAgreement and the Data Processing Addendum.
2.6. Open Source Software. The terms and conditions of this Agreement shall not
apply to any Open Source Software accompanying the Products. Any such Open
Source Software is provided under the terms of the open source license agreement
or copyright notice accompanying such Open Source Software.
3.

LICENSE AND USE RESTRICTIONS.

3.1. General. This license and grant of rights is for Customer’s internal use only.
Except as expressly provided in this Agreement, Customer may not, and may not
permit any third party to, use the Software or Cloud Service for rental, timesharing,
subscription service, hosting or outsourcing or to sublicense, lend, rent, lease or makethe Software or Cloud Service available to any third party. Customer acknowledges
that the Software in source code form remains a confidential trade secret ofForescout and/or its licensors, and Customer may not reverse engineer, decipher,
decompile, modify or disassemble the Software or the Hardware or otherwise
attempt to derive the source code of the Software or Cloud Service (except asauthorized by law), extract the Software from the Hardware, incorporate theSoftware in whole or in part in any other software or product, modify the Software or
Cloud Service, develop derivative works of the Software or Cloud Service or allow
others to do so, or to attempt to do any of the foregoing, without the express priorwritten consent of Forescout. If Customer makes any modifications to the Softwareor Cloud Service, including any derivative works, Forescout shall own suchmodifications. Except as expressly provided herein, Customer may not, and may not
permit any third party to, reproduce the Software or remove any copyright,
trademark, proprietary rights, disclaimer or warning notices placed on, included in or
embedded in any part of the Hardware, Software or Cloud Service. Customer will not,and will not permit any third party to, disclose the results of any benchmark,functionality or performance tests run on the Software and/or Cloud Service to any
third-party competitors of Forescout.
3.2. Cloud Service.
3.2.1.
Customer shall (a) be responsible for Customer’s and its Users' compliancewith this Agreement; (b) use commercially reasonable efforts to prevent
unauthorized access to or use of the Cloud Service and notify Forescout promptly of
any such unauthorized access or use; (c) use the Cloud Service only in accordancewith the Agreement, Documentation, applicable law and government regulations; (d)ensure that Users shall not use the Cloud Service for any purpose other than as
expressly authorized in this Agreement; (e) be solely responsible for monitoring andcontrolling access to the Cloud Service, maintaining the confidentiality of User
passwords, and preventing unauthorized access to or use of the Cloud Service; (f)notify Forescout promptly of any unauthorized access or use of the Cloud Service; (g)on completion of any Authorized Third Party’s services requiring the use of the Cloud
Service, ensure that the Authorized Third Party ceases access or use of the Cloud
Service immediately.
3.2.2.
Customer shall not, and shall ensure that Users do not (a) interfere withother customers’ access to, or use of, the Cloud Service, or with its security; (b)facilitate the attack or disruption of the Cloud Service, including a denial of service
attack, unauthorized access, penetration testing, crawling, or distribution of malware(including viruses, trojan horses, worms, time bombs, spyware, adware, andcancelbots); (c) cause an unusual spike or increase in Customer’s and Users’ use of
the Cloud Service that negatively impacts the Cloud Service’ operation; or (d) submit
any information that is not contemplated in the applicable Documentation.
4.

THIRD PARTY PRODUCTS AND APPLICATIONS.

Forescout does not warrant any Third-Party Applications, whether or not such ThirdParty Applications are designated by Forescout as "certified," "approved,"“recommended” or are otherwise provided by a third party that is a member of aForescout partner program. Any purchase or use by Customer of any Third-Party
Application is solely between Customer and the applicable third-party provider, andCustomer agrees that Forescout has no liability or obligation to Customer for such
Third-Party Applications, the results of the use thereof, or the effect that the use
thereof has on the operation of the Products.
5.

SHIPMENT.

All Hardware will be shipped DAP (Incoterms 2010) inclusive of all shipping costs.
Customer must utilize their own customs broker for importation of the Products.

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Customer’s assigned agent will act as importer of record and will be responsible forpayment of any import duties, taxes and fees. If an export license is required,
Forescout shall obtain exporting license/authorization and fulfill reporting
requirements of such licenses (except for restricted or embargoed countries asprovided in Section 9 (Compliance with Laws)). In respect of U.S. Origin goods,
Forescout is responsible for providing the forwarding agent with the U.S. electronic
export information filing in the Automated Export System (“AES”). The forwarding
agent shall act as Forescout’s agent for the limited purpose of filing the U.S. electronic
export information in the AES. Customer will ensure that the forwarding agent isprovided accurate and complete information and documents reflecting the filing in
the AES. Any import licenses required by territory destinations are Customer’s
responsibility. All Hardware will be packaged for shipment in accordance with the
packaging regulations in force in the territory. Customer will provide any special
packaging or marking requirements to Forescout for review and preparation prior to
shipment. Shipment will be made to Customer’s identified facilities or freight
forwarder.
6.
Professional Services. Customer may request, and Forescout may, in its sole
discretion provide, professional services to assist with Customer’s early availability
efforts. Such professional services are provided pursuant to the applicable terms andconditions set forth in the Forescout End User License Agreement,
https://www.forescout.com/company/legal/eula/ or as otherwise agreed by theparties in a separate Statement of Work (SOW).
7.
WARRANTY DISCLAIMER. CUSTOMER ACKNOWLEDGES AND AGREES THAT
THE PRODUCTS AND CLOUD SERVICE ARE FOR EVALUATION ONLY AND PROVIDED “ASIS.” FORESCOUT, ITS LICENSORS, AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORSAND RESELLERS MAKE NO WARRANTIES IN CONNECTION WITH THE PRODUCTS OR
CLOUD SERVICE, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FORESCOUT, ITS
LICENSORS, AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS AND RESELLERSSPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, OR ARISING FROMA COURSE OF DEALING, USAGE OR TRADE PRACTICE.
8.

LIMITATION OF LIABILITY.

8.1
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FORESCOUT, ITS LICENSORS,AFFILIATES, AGENTS, SUPPLIERS, DISTRIBUTORS AND RESELLERS SHALL NOT BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVEDAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOSTDATA OR LOSS OF USE, OR PROCUREMENT OF REPLACEMENT GOODS, HOWEVER
INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETHER IN AN ACTION IN
CONTRACT OR TORT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
8.2. IN NO EVENT SHALL FORESCOUT'S AGGREGATE LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT EXCEED FIVE THOUSAND U.S. DOLLARS ($5,000). This
limitation of liability is cumulative and not per incident (i.e., the existence of two or
more claims will not enlarge this limit).
8.3. Customer acknowledges and agrees that Forescout has set its prices andentered into this Agreement in reliance upon the disclaimers of warranty and thelimitations of liability set forth herein, that the same reflect an allocation of risk
between the parties (including the risk that a contract remedy may fail of its essential
purpose and result in consequential loss), and that the same form an essential basisof the bargain between the parties. THE LIMITATIONS OF THIS SECTION 8 SHALLAPPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
9.

CONFIDENTIALITY.

Customer acknowledges that the Products, Cloud Service, including all documents, inwhatever form, provided with the Products and/or Cloud Service contain Forescout’s
confidential trade secret information (“Confidential Information”). Confidential
Information will also include any information disclosed by a party (“Disclosing Party”)
to the other party (“Receiving Party”) in connection with Customer’s use of the
Products and Cloud Service, provided that such information should be reasonably
understood by the Receiving Party as being confidential or proprietary. The Receiving
Party will keep the Confidential Information in confidence, in the same manner as theReceiving Party maintains its own confidential information, and in no event with lessthan a reasonable degree of care. The Receiving Party will use the Confidential
Information only for the purpose described in this Agreement. The Receiving Party
will limit the disclosure of Confidential Information solely to those employees andconsultants having a need-to-know, provided that each such employee and3consultant is subject to a written agreement containing confidentiality obligations noless protective than those contained in this Agreement. The Receiving Party will makeno written or electronic copies of the Confidential Information, except as reasonably
necessary to perform its obligations under this Agreement. The Receiving Party may
disclose the Confidential Information to the extent required by a court of law or
government regulatory body, but first the Receiving Party will give the Disclosing
Party prompt notice to allow the Disclosing Party reasonable opportunity to obtain aprotective order against such disclosure. Notwithstanding the foregoing, Confidential
Information shall not include information that (i) is or becomes a part of the publicdomain through no act or omission by the Receiving Party; (ii) was in the Receiving
Party’s lawful possession prior to the disclosure and had not been obtained by the
Receiving Party either directly or indirectly from the Disclosing Party without aconfidentiality obligation; (iii) is lawfully disclosed to the Receiving Party by a third
party without restriction on disclosure; or (iv) is independently developed by the
Receiving Party without use of or reference to Confidential Information.
10.

COMPLIANCE WITH LAW.

10.1 General. Each party will comply fully with all international and national laws
and regulations that apply to the Products and/or Cloud Service and to Customer’s
use thereof.
10.2. Export Controls. Customer represents that it is not a “Restricted Person,”which shall be deemed to include any person or entity: (i) located in or a national of
Cuba, Iran, Libya, North Korea, Sudan, Syria, or any other countries that may, fromtime to time, become subject to U.S. export controls for anti-terrorism reasons orwith which U.S. persons are generally prohibited from engaging in financialtransactions; or (ii) on any restricted person or entity list maintained by any U.S.
governmental agency. Unless authorized by U.S. regulation or license, neither party
will, in connection with the activities contemplated by this Agreement, export or reexport, directly or indirectly, any Products or Cloud Service, including without
limitation, any technical data, computer software, or any product (or any part
thereof), process, or service, that is the direct product of any such technical data orcomputer software that has been received from the other party in connection withthe activities contemplated by this Agreement (hereinafter referred to collectively orindividually, “Controlled Products”) (a) to any country (or nationals thereof) in
Country Group E of the Export Administration Regulations of the United States(“EAR”) or any other country subject to sanctions administered by the Office ofForeign Assets Controls (the then-current list can be found at
http://www.treasury.gov/resource-center/sanctions/Pages/default.aspx); (b) to any
non-civil (i.e. military) end users or for any non-civil end uses in any country in Country
Group D:1 of the EAR, as such list may be modified from time to time (the thencurrent lists can be found at http://www.bis.doc.gov/index.php/regulations/exportadministration-regulations-ear); or (c) in violation of the International Traffic andArms Regulation. The parties understand that countries other than the U.S. may
restrict the import or use of strong encryption products or other items and may
restrict such exports. The parties agree to comply with any such import or otherrestrictions. Each party represents and warrants that it is not currently debarred,suspended, or otherwise prohibited or restricted from exporting, re-exporting,receiving, purchasing, or otherwise obtaining any item, product, article, commodity,
software or technology regulated by any agency of the U.S., and will immediately
notify the other party in the event that any of the foregoing occurs.
10.3. Customer will indemnify, to the fullest extent permitted by law, Forescout
from and against any fines or penalties that may arise as a result of its breach of thisSection 10.
11.

U.S. GOVERNMENT RESTRICTED RIGHTS.

This Section 11 applies only if Customer is an agency or other part of the U.S.
Government (“Government End User”). Forescout licenses its Software andDocumentation to users within the U.S. Government and any contractor thereof only
under the terms of Forescout’s standard federal licensing agreement for commercial
end use. If Customer is a Government End User, Forescout hereby identifies theSoftware and Documentation, and, to the extent applicable, Customer will identify
the Software and Documentation in all proposals and agreements with any
Government End User or any contractor thereof, as follows: (i) For acquisition by oron behalf of civilian agencies, as necessary to obtain protection as “commercial
computer software” and related documentation in accordance with the terms of theparty’s standard software license agreement, as specified in 48 C.F.R. 12.212 of theFederal Acquisition Regulations (“FAR”) and its successors; (ii) For acquisition by or on
behalf of units of the U.S. Department of Defense, as necessary to obtain protection

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as “commercial computer software” and “commercial computer software
documentation” in accordance with the terms of the party’s standard software
license agreement, as specified in 48 C.F.R. 227.7202. To the extent applicable andnotwithstanding any other FAR or other contractual clause to the contrary in any
agreement into which this Agreement may be incorporated, Customer may provide
to a Government End User or, if Customer is a Government End User, such
Government End User will acquire, the Software and Documentation with only thoserights set forth in this Agreement.
12.

TERM AND TERMINATION OF LICENSE.

12.1 Term. The term of this Agreement shall commence on the date Forescout
accepts Customer’s Order and shall terminate at the earlier of (1) the end of the
Evaluation Period or (2) six (6) months from the date Forescout accepts Customer’sOrder. Customer may request an extension of the term, and any such extension
request will be solely at the discretion of Forescout. Any such extension will be in an
amendment to this Agreement in writing and signed by the parties.
12.2. Termination. Forescout may terminate this Agreement at any time if Customer
is in breach of any of the material terms or conditions provided herein, and suchbreach remains uncured more than fifteen (15) days following receipt of Forescout’s
written notice of such breach. In addition, Forescout may terminate this Agreement
immediately if Customer becomes the subject of a voluntary or involuntary petition
in bankruptcy or any proceeding relating to insolvency, receivership, liquidation, orcomposition for the benefit of creditors. Either party may terminate this Agreement
at any time for any reason or no reason by providing the other party with written
notice, and the termination shall be effective 30 days after such notice is provided.
12.3. Effect of Termination. Upon any termination of this Agreement, Customer
shall immediately cease using the Products and/or Cloud Service and shall promptly
return the Products and Documentation to Forescout at Forescout’s expense.
Customer is responsible, and shall reimburse Forescout, for loss of or damage to the
Hardware while it is in Customer’s possession. If Customer fails to return the
Hardware within thirty (30) days after the end of the Evaluation Period, Customer will
pay the then-current list price for the Products. If Customer does not have the proper
packaging to return the Hardware, Customer will notify Forescout in writing andForescout will provide Customer with such packaging. If Customer returns the
Hardware without the three (3) hard drives, Forescout, in its sole discretion, may
invoice Customer for the replacement cost of such hard drives, not to exceed USD$2,000.00, and Customer agrees to pay the invoice in full within thirty (30) days. In
lieu of returning the Hardware, Forescout, in its sole discretion, may request that
Customer physically destroy the Hardware, which at a minimum must include
complete destruction of the hard drives. For Software, Forescout, in its sole
discretion, may request that Customer physically overwrite the Software at a level ofdata erasure that does not allow software-based or hardware-based recovery. Upon
Forescout’s request, Customer shall provide Forescout a certificate of destruction
evidencing compliance with the foregoing with respect to such Hardware andSoftware. If applicable, upon Forescout’s request, Customer shall provide Forescouta certificate of destruction evidencing compliance with the foregoing. If Customer
continues to use the Products and/or Cloud Service after the termination or
expiration of this Agreement (“Post-Termination Use”), Customer agrees that any
such Post-Termination Use shall be subject to and governed by the terms andconditions of the Forescout End User License Agreement, available at
http://www.Forescout.com/eula, which may be updated by Forescout from time totime. Sections 2.4 (Ownership and Reservation of Rights), 3 (License and Use
Restrictions), 6 (Warranty Disclaimer), 8 (Limitation of Liability), 9 (Confidentiality), 10(Compliance with Law), 11 (U.S. Government Restricted Rights), 12 (Term andTermination of License), and 13 (General) shall survive any expiration or terminationof this Agreement in accordance with their respective terms.
13.

GENERAL.

13.1 Independent Contractors. The relationship of Forescout and Customer is thatof independent contractors. There is no relationship of agency, partnership, joint
venture, employment or franchise between the parties. Neither party has theauthority to bind the other or to incur any obligation on the other’s behalf or torepresent itself as the other’s agent or in any way that might result in confusion as tothe fact that the parties are separate and distinct entities.
13.2. Force Majeure. Neither party shall be liable for any loss, damage, or penalty
resulting from delays or failures in performance resulting from acts of God, material
shortages, or other causes beyond such party’s remedy or control.

413.3. Governing Law. This Agreement will be governed and construed under thelaws of the State of Delaware without giving effect to any choice of law principles thatwould require the application of the laws of a different jurisdiction. Customer
irrevocably and unconditionally (i) consents to submit to the exclusive jurisdiction of
the state and federal courts located in Wilmington, Delaware, USA (“Venue”) for the
resolution of any dispute between the parties concerning the Products or services
specified herein; (ii) agrees not to commence any such proceedings except in suchcourts; and (iii) waives any objection to the laying of venue of any such proceedingsin the state or federal courts located in the Venue.
13.4. Notices. All notices under this Agreement are required to be sent either via
electronic delivery or to the principal addresses specified above by commercial
overnight courier with written verification of delivery. All notices so given will bedeemed received upon the date of receipt if by electronic delivery or two (2) days
after dispatch for courier deliveries. If to Forescout, all notices shall be sent togeneralcounsel@forescout.com or to 2400 Dallas Parkway, Suite 230, Plano, TX
75093, USA; Attention: General Counsel.
13.5. Severability. If any provision of this Agreement is held invalid by the final
determination of any court or other tribunal of competent jurisdiction, such provision
shall be reformed only to the extent necessary to make it enforceable and shall notaffect the enforceability of (i) such provision under other circumstances orjurisdictions, or (ii) any other provision under all circumstances or jurisdictions. The
invalid or unenforceable provision will be construed by such judicial body so as to be
enforceable to the maximum extent compatible with applicable law.
13.6. Headings. The headings used in this Agreement are for ease of reference only
and will not be used to interpret any aspect of this Agreement.
13.7. Assignment. Customer may not assign or transfer this Agreement, nor any
rights or obligations under this Agreement without the prior written consent ofForescout. Any attempted assignment in violation of the foregoing shall be void andof no effect. However, notwithstanding the foregoing, Forescout may assign thisAgreement in its entirety to (i) any entity controlled by, controlling, or under common
control with Forescout; or (ii) any successor in interest to such party by way of merger
or consolidation; or (iii) a purchaser of all or substantially all of the assets of Forescout,provided that the assignee agrees in writing to be bound by all of the terms andconditions of this Agreement. This Agreement shall be binding on and inure to thebenefit of the successors and permitted assigns of the parties.
13.8. Entire Agreement. This Agreement constitutes the entire agreement between
Forescout and Customer with respect to the subject matter hereof, and supersedes
all prior agreements, understandings and negotiations, both written and oral,
between the parties with respect to such subject matter. No waiver, amendment or
modification of any provision of this Agreement shall be enforceable against
Forescout unless it is in writing and signed by Forescout. Except for the exclusive
remedies specified herein, each party will have all rights and remedies available to it
at law or in equity for the protection of its rights hereunder, including an injunction
enjoining the breach or threatened breach of this Agreement. This Agreement is notgoverned by the United Nations Convention of Contracts for the International Sale ofGoods or the Uniform Computer Information Transactions Act, the application of eachof which is hereby expressly excluded.
13.9. Counterparts. If applicable, this Agreement may be executed in two (2)counterparts, both of which taken together shall constitute one (1) single agreement
between the parties. The parties may execute this Agreement by electronic signature
which shall be deemed an original signature for all purposes. The parties agree that aversion of this Agreement transmitted by means of electronic message or electronic
record (electronic mail, electronic data interchange), once duly signed by theauthorized representatives of each party, shall constitute a binding agreement andshall have the same force and effect as a document bearing original signatures.

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