Terms and Conditions

General Terms and Conditions

These General Terms and Conditions  together with any and all applicable Statement(s) of Work (“SOW”) between Stratus IP (“Stratus” and also referred to as “we”, “us”, or “our”) and the customer, on behalf of itself and those of its Affiliates who receive Services (collectively “Customer”, and also referred to as “you” and “your”) represent and form the entire agreement (the “Agreement”) between us and you. “Affiliate” means any entity that a party directly or indirectly controls, is controlled by, or is under common control with, and “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. In addition to the terms stated herein, these General Terms and Conditions include and incorporate the Product Terms of Use attached here to Exhibit “A”.

1. Term and Termination.

1.1 Statement of Work Term.

a. The term of the Agreement shall commence on the effective date set forth in the Stratus ip SOW and shall continue until the earlier of (i) all Statements of Work hereunder having expired or terminated and (ii) termination of the entire Agreement pursuant to the provisions hereof (the “Term”). Unless otherwise specified on a SOW, the term will auto-renew for additional periods of the same length and include a 5% price increase in pricing unless either we or you give written notice up to sixty (60) days of the contract expiration date. All one-time ONLY Penetration Test engagements are excluded from the auto-renewal process. In the event of termination of the Agreement, all Statements of Work hereunder shall also terminate.

b. SPECIFIC to Penetration Tests and/or Vulnerability Scans – All penetration tests / vulnerability scans outlined in the SOW to be done on a “per year” basis must be completed annually, or they will be forfeited. These tests/scans cannot be rolled over into subsequent years of the SOW.

1.2 Services. During the term of this Agreement, we agree to provide professional services and/or managed analytics security services on a subscription basis, referred to hereafter as the “Services” and as further defined in each applicable SOW and associated attachments (the “Services”) and incorporated for reference. For the avoidance of doubt, all SOW are subject to the terms and conditions contained herein and will include the following: (i) the particular Service(s) being purchased; (ii) the term of the Service(s) (confirmation of the term of the Service(s) being purchased); (iii) the compensation and billing method for the Services; and (iv) any other applicable information agreed to by the parties.

1.3 Work on Customer Premises. If and to the extent that the implementation, performance or delivery of the Services require us to be present at the your premises, then, upon receiving travel approval from you and subject to adherence to our travel reimbursement policy, or other travel reimbursement guidelines set forth in the SOW, you shall reimburse us for all reasonable and actual out‐of‐pocket travel expenses, including, but not limited to, hotel, airfare and meals, incurred in connection with the implementation, performance or delivery of the Services.

1.4 Termination.
a. For Breach. Either party may terminate this Agreement or any active SOW if the other party materially breaches a term of the Agreement, and, if the breach is remediable, the breach continues for 30 days after written notice of the breach. Termination of a single SOW under this Section will not be deemed a termination of any other SOW, unless otherwise specified by us.
b. Termination for Insolvency. Each party may terminate this Agreement effective immediately upon written notice, should the other party (i) make a general assignment for the benefit of creditors; (ii) institute proceedings, or have proceedings instituted against it, seeking relief or reorganization under any laws relating to bankruptcy or insolvency: or (iii) have a court of competent jurisdiction appoint a receiver, liquidator, or trustee over all or substantially all of such party’s property, or provide for the liquidation of such party’s property or business affairs.
c. Effect of Termination. If any SOW or any part of this Agreement is terminated or expires, then the following sections of these General Terms and Conditions: Sections 2 (Payment Terms), 3 (Warranties), 4 (Limitation of Liability), 5 (Indemnity), 6 (Confidentiality), 7 (Intellectual Property), 8 (Compliance with Export Control and Anti‐Corruption Laws) and 9 (General Provisions), and the obligation to pay any reasonably undisputed unpaid fees
owed will survive such termination. In addition to the foregoing, any pre‐paid but unused fees shall be refunded to Customer within thirty (30) days of the effective date of termination or expiration of this Agreement.  Upon your written request, we will return or destroy, if feasible, any of your Data in our possession within thirty (30) days of the effective date of termination or expiration of this Agreement.

2. Payment Terms.

2.1 Pricing. You agree to pay any reasonably undisputed fees for the Services that you order at the prices set forth in the applicable SOW as well as any reasonable and actual out‐of‐pocket travel expenses (“Fees”). All SOW’s are non‐cancelable and non‐refundable, except for any pro‐rata prepaid fees when the other party has an uncured material breach.

2.2 Invoicing. Payment terms may be subject to credit approval. All Fees are exclusive of all sales, use, excise, value added, withholding and other taxes, and all customs duties and tariffs now or hereafter claimed or imposed by any governmental authority upon the Services which shall be invoiced to and paid by you. As applicable, you will provide tax exemption certificates or direct‐pay letters to us on or before the SOW Effective Date. We will invoice you for the Fees in advance, arrears, annually, monthly, or periodically during our performance of the Services according to the SOW. You will pay us all reasonably undisputed amounts invoiced within thirty (30) days. Reasonably undisputed and unpaid balances may accrue interest at the rate of the lesser of two (2%) per month or the then‐highest rate permissible under applicable law. You will make full payment in U.S. dollars ($), unless a different currency is specified in the SOW. If any Fees or other amount owing by you is thirty (30) or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid Fee obligations so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full. We will give you at least ten (10) days’ prior notice that your account is overdue, in accordance with Section 9.3, before suspending services to you. Notwithstanding anything herein to the contrary, you shall be permitted to dispute any invoice, or a portion thereof, in good faith, which good faith dispute shall not be deemed a breach of this Agreement or subject you to any penalties hereunder.

2.3 Disputed Fees. You may withhold payment of particular fees that you dispute in good faith (“Disputed Fees”) only, if you provide written notification (“Dispute Notice”) of such Disputed Fees to us along with payment of any undisputed portion of such fees within thirty (30) days of receipt of the invoice containing the Disputed Fees. The Dispute Notice must set forth the justification for such dispute in sufficient detail to allow us to investigate the Disputed Fees. Upon our receipt of the Dispute Notice, the parties will immediately negotiate in good faith to resolve the issue that is the subject of the Dispute Notice. We will not exercise our rights under Section 2.2 if and while you are disputing the applicable Fees reasonably and in good faith and are cooperating diligently to resolve the dispute.

2.4 Rate Schedule. All rates, fees, and related pricing for agreed upon Services will be captured in the relevant Service Order Term and Pricing Sheet. Renewal rates and terms will be listed on the Service Order; however, in the absence of such, all Services will (1) automatically renew for the length of the original term, and (2) include a 5% price increase unless our customers give us their cancellation notice in writing or email up to 60 days prior to the Contract expiration date. All one-time ONLY Penetration Test engagements are excluded from the auto-renewal process.  IN THE EVENT CUSTOMER MAKES ANY ADDITIONS TO ANY CIRRUS PRODUCT BEYOND WHAT HAS BEEN CONTRACTED FOR, CUSTOMER AGREES TO PAY ALL ADDITIONAL CHARGES ASSOCIATED THEREWITH.

3. Warranties.

3.1 Our Warranty and Disclaimer. We warrant to you that we will perform our duties under this Agreement in a diligent and businesslike manner, consistent with industry standards. In addition, we warrant and covenant that each of our employees and agents assigned to perform work hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner and that all work will be so performed. EXCEPT AS MAY BE SET FORTH HEREIN OR IN A SOW, WE PROVIDE THE SERVICES “AS IS.” WE DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON‐INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, SATISFACTORY QUALITY OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

3.2 Third-Party Products. You acknowledge and agree that unaffiliated third parties may provide certain software, products and services subject to their standard terms and conditions (“Standard Terms”) as a part of our Services and that our ability to provide you Services may be dependent upon you accepting each third party’s Standard Terms in any form provided.  To the extent applicable, you authorize us to accept on your behalf any licenses or Standard Terms as part of the installation and maintenance of applicable third party software, products, and/or services. To the extent applicable and permissible, we shall pass through to you all available warranties in respect of any third‐party software, products and services used in the Services under the Standard Terms of such third parties. We make no representations and warranties with respect to any third‐party software, products and services used in the Services.  Moreover, you agree that if you have a dispute with or claim damages from or as a result of such third parties that you will seek applicable relief from them and not through or from Stratus ip.  For the avoidance of doubt, we disclaim any and all and you acknowledge that we have no liability from the actions or omissions from third parties.

3.3 Remedy. If notified in writing of a valid warranty claim under Section 3, we will, at our option (i) correct the non‐conforming Service so that it materially complies with the specifications; (ii) provide a replacement with substantially equivalent functionality; or (iii) terminate the Agreement and refund a pro‐rata portion of the prepaid fee based on the number of months remaining in the Initial Term or Renewal Term as of the date that you provided written notice of the warranty claim under Section 3. This Section states our entire liability and your sole and exclusive remedy for all claims of a breach of warranty.

3.4 Your Warranties. You warrant that where you have disclosed to us electronic data and information submitted by or collected and processed by or for you using the Services (“Your Data”) you have obtained the prior authorizations and consents of all relevant third parties and/or individuals for us and our authorized agents, contractors, representatives and vendors to collect, use and disclose Your Data for all purposes relevant to this Agreement and the Services. You also warrant that you are in compliance with all applicable laws, regulations and/or guidelines. You further warrant that you have and shall maintain all appropriate authorizations, consents, permissions and/or licenses (including from all relevant third parties) to enable us to perform the Services and will immediately inform us if there are any changes to the authorizations, consents, permissions and/or licenses which may affect the delivery of our Services or our legal rights or obligations.

3.5 We may provide you with access and use of our customer proprietary portal (the “Portal”), as necessary for you to receive the Services and the applicable written directions and/or policies relating to the Services, which may be in paper or electronic format (the “Documentation”), and our provided Equipment or a combination thereof, as necessary for you to receive the Services and access the Portal. We grant You a limited, nontransferable, royalty‐free and nonexclusive license to access and use, during the term of the Services only, the Services delivered to You, subject to the restrictions set forth below.  For the avoidance of doubt, any Documentation we provide to you is solely for your benefit and is not intended to be shared with any third parties nor should the Documentation be relied upon by such third parties for any reason.

3.6 You, when applicable, will: (i) use the Services for your internal security purposes, (ii) be responsible for designating/authorizing customer users and (iii) will not, for itself, or any third party: (a) sell, rent, license, assign, distribute, or transfer any of the Services (other than to an Affiliate); (b) decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any source code of the software utilized by the Services; (c) copy any Software or Documentation, except that you may make a reasonable number of copies of the Documentation for your internal use (provided Customer reproduces on such copies all proprietary notices); or (d) remove from any software, Documentation or Equipment any language or designation indicating the confidential nature thereof or the proprietary rights of ours or your suppliers. In addition, you will not, and will not permit unaffiliated third parties to, (I) use the Services on a time‐sharing, outsourcing, service bureau, hosting, application service provider or managed service provider basis; (II) alter any aspect of any Services or Equipment; or (III) assign, transfer, distribute, or otherwise provide access to any of the Services to any unaffiliated third party or otherwise use any Services with or for the benefit of any unaffiliated third party.

4. Limitation of Liability.

4.1 EXCEPT FOR AMOUNTS RELATED TO YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LIABILITIES, (INCLUDING LOST PROFITS, LOSS OF REVENUE, GOODWILL, INTERRUPTION OF BUSINESS, REPUTATION OR SAVINGS, LOSS OR UNAVAILABILITY OF DATA) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT NO MATTER THE THEORY OF HARM INCLUDING, BUT NOT LIMITED TO, BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, WHETHER OR NOT THE OTHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. EXCEPT FOR AMOUNTS RELATED TO YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER, EACH PARTY’S LIABILITY TO THE OTHER FOR ANY LOSS OR DAMAGE IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, NO MATTER THE THEORY OF HARM INCLUDING, BUT NOT LIMITED TO, BREACH, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IS IN EACH CASE LIMITED TO THE FEES PAID UNDER THIS AGREEMENT IN THE PREVIOUS TWELVE (12) MONTHS. THE LIMITATIONS AND EXCLUSIONS CONTAINED HEREIN WILL APPLY TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, AND NOTHING HEREIN PURPORTS TO LIMIT EITHER PARTY’S LIABILITY IN A MANNER THAT WOULD BE UNENFORCEABLE OR VOID AS AGAINST PUBLIC POLICY IN THE APPLICABLE JURISDICTION.

5. Indemnity.

5.1 Your Indemnification. You will defend us against any claim, demand, suit or proceeding made or brought against us by a third party related to Your Data or your use of any Service (a “Claim Against Us”) and will indemnify us from any and all losses, damages, liabilities, and costs (including attorney fees) (“Losses”).

5.2 Our Indemnification. We will defend you against any claim, demand, suit or proceeding made or brought against you by a third party alleging that your use of any Service provided under this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”) and will indemnify you from any Losses as a result thereof. We will have no indemnification obligation with respect to any action to the extent arising out of: (i) the use of any Services or any part thereof, in combination with software or other products not supplied by us; (ii) any modification of the Services not performed or expressly authorized by us; or (iii) the use of any of the Services other than in accordance with this Agreement. If any Service is held to infringe and its use is enjoined, we will, at our option and expense, (i) obtain the right to continue providing that Service consistent with the terms of this Agreement and the applicable Stratus ip SOW, (ii) replace or modify that Service so that it no longer infringes, or (iii) grant you a credit for the Service that you have not received.

5.3 Indemnification Conditions. In each case, as a condition to the right to receive indemnification for a claim, the indemnified party will (i) give the indemnifying party prompt notice of the claim; (ii) cooperate with the indemnifying party, at the indemnifying party’s expense, in the defense of the claim; and (iii) give the indemnifying party the right to control the defense and settlement of the claim. This Section 5 is the sole remedy against claims of infringement.

6. Confidentiality.

6.1 Confidential Information. “Confidential Information” means non‐public information that is disclosed by either party, or to which either party has access, that is either (i) marked as confidential of (ii) the receiving party knows to be confidential information of the other party.

6.2 Recipient Obligations. A party receiving Confidential Information will (i) restrict the use of the Confidential Information to those purposes necessary for the performance of the receiving party’s obligations and the exercise of the receiving party’s rights under this Agreement, and (ii) during the term of this Agreement and thereafter, safeguard against disclosure of the Confidential Information to third parties using the same degree of care to prevent disclosure as it uses to protect its own information of like importance, but at least reasonable care. All proprietary and copyright notices in the original must be affixed to copies or partial copies of Confidential Information made by a receiving party. Each party must, to the extent permitted, provide the other with notice of any governmental,
judicial or administrative order or proceeding to compel the disclosure of Confidential Information received under this Agreement, as promptly as the circumstances of such order or proceeding reasonably permit. Nothing herein shall preclude either party from disclosing Confidential Information to any of its directors, employees, consultants, professional advisers or subcontractors to the extent that such disclosure is reasonably necessary for the purposes of this Agreement or the performance of the Services.

6.3 Safeguards. In order to protect Your Data, we have in place and agree to maintain commercially reasonable administrative, physical and technical safeguards which are designed to protect (i) against anticipated threats to the security of such information, and (ii) against unauthorized access to or use of such information.

6.4 Notification. We will notify you promptly of any third‐party unauthorized access to Your Data. Such notice will include, to the extent known, information about the extent and scope of the unauthorized access to the extent such information is reasonably available to us.

6.5 Exceptions. Neither party will be obligated to maintain any information in confidence or refrain from use if (i) the information was in the receiving party’s possession or was known to it prior to its receipt from the disclosing party, (ii) the information is independently
developed by the receiving party without the utilization of Confidential Information of the disclosing party, (iii) the information is or becomes public knowledge without fault of the receiving party or (iv) it is required by applicable law. Nothing contained in this Agreement will require the alteration, deletion or destruction of back‐up media made in the ordinary course of business, provided, however; that in each instance each party will maintain the confidentiality of Confidential Information in accordance with the terms of this Agreement.

7. Intellectual Property.

7.1 Ownership of Intellectual Property in the Services and Deliverables; Reservation of Rights. All right, title and interest in and to all copyrights, trademarks, trade secrets, patents, mask works, deliverables, and all other intellectual property embodied in the Services and any documentation produced by us in connection with the Services, including but not limited to written reports, user manuals, training materials and any improvements thereto or goodwill associated therewith (“Deliverables”) are retained by us or our licensors. Subject to this Agreement and for the duration of its term, we grant you a non‐exclusive, nontransferable, right and license to (i) use and access the Services for internal business purposes and (ii) use, display and reproduce the Deliverables for your internal business purposes. Your Data and any work product generated as part of use of the Services shall be exclusively owned by You and shall be deemed works “made for hire.” This does not apply to the Services themselves.

7.2 License to Host Your Data. You grant us a limited‐term license to host, copy, transmit and display Your Data as necessary for us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, we acquire no right, title or interest from you or your licensors under this Agreement in or to Your Data.

7.3 Restrictions. You will not (and will not allow any third party to): (i) except to the extent applicable law expressly gives you permission to do so, reverse engineer or attempt to discover any source code or underlying ideas or algorithms of any Services (except to the limited extent that applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, use for timesharing or service bureau purposes, or otherwise use or allow others to use for the benefit of any third party, any Services (except as expressly and specifically authorized by us in each instance) or (iii) use the Services, including any documentation provided by us, in connection with the development of products or services that compete with the Services.

7.4 Customer Reports. You shall own right, title and interest in and to any written summaries, reports, analyses, and findings or other information or documentation prepared uniquely and exclusively for Customer in connection with the Services and as specified in the Service SOW (the “Customer Reports”).

8. Compliance with Export Control and Anti‐Corruption Laws.

8.1 Export Control Laws. You acknowledge and agree that Services may be subject to restrictions and controls imposed by the United States Export Administration Act, the regulations thereunder and similar laws in other jurisdictions. You agree to comply with all applicable export and re‐export control laws and regulations, including, but not limited to  the Export Administration Regulations (“EAR”) maintained by the U.S. Department of  Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, you covenant that (i) you are not yourself sanctioned or otherwise restricted from such applicable laws and regulation; and (ii) you shall not, directly or indirectly, sell, export, re‐ export, transfer, divert, or otherwise dispose of any Services or technology (including products derived from or based on such technology) received from us to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. You further agree to not transfer to or through the Services any data, materials or other items controlled for export under ITAR, EAR or other applicable regulations (collectively, “Controlled Data”) unless you have prior written authorization to do so from competent government authorities to transfer such Controlled Data to us and have provided such authorization and signed an amendment to this Agreement authorizing the transfer of Controlled Data to us.

9. General.

9.1 WAIVER OF JURY TRIAL. CUSTOMER VOLUNTARILY AND KNOWINGLY WAIVES THEIR RIGHT TO A JURY TRIAL as to all claims, defenses, and/or counterclaims in any action, legal proceeding, or lawsuit arising out of and/or relating to this Agreement.  This means that Customer hereby waives their right to jury trial on any legal dispute arising from or relating to this Agreement and consents to the submission of all issues of fact and law arising out of and/or relating to this Agreement to a Judge of a Court of competent jurisdiction as otherwise provided for in Section 9.2 below.

9.2 Governing Law; Venue. The validity, interpretation, performance, and enforcement of this Agreement shall be construed in accordance with, and shall be governed by, the substantive laws of the State of New Jersey without regard to principles of conflicts of law and without regard to any rule of construction relating to which party drafted this Agreement. The parties confer jurisdiction to enforce this Agreement, and the provisions and covenants contained in this Agreement, upon the state courts of the County of Burlington, New Jersey, or the Federal District Court of New Jersey located in Camden, New Jersey. Customer agrees that service of process may be made by Stratus upon Customer by US Mail in accordance with the Notice provision of this Agreement and waives Employee’s rights to service by other means. The parties exclude the application of the UN Convention on the International Sale of Goods.

9.3 Notices. All notices hereunder will be given to the appropriate party and department at the address specified in the SOW or at such other address as the party will specify in Writing under the terms herein. Notice will be deemed given: upon personal delivery; if sent by email or fax, upon confirmation of receipt; or if sent by certified U.S. mail, postage prepaid, three (3) days after the date of mailing.

9.4 Assignment. Except for an assignment to an Affiliate expressly disclosed to and party to these General Terms and Conditions and SOW, Customer may not assign this Agreement or any rights or obligations thereunder, in whole or in part, without prior written consent of Stratus, which will not be unreasonably withheld and any non-consensual assignment or transfer shall be null and void. This Agreement and each SOW shall be binding on and inure to the benefit of the parties’ respective successors and permitted assigns. There are no intended third party beneficiaries to this Agreement.

9.5 Force Majeure. Each party acknowledges that the provision of Services might be affected by factors outside of a party’s control. Neither party will be liable for any breach of this Agreement, for any delay or failure of performance resulting from any cause beyond its reasonable control, including but not limited to the weather, civil disturbances, acts of civil or military authorities, change of law or regulation, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties, pandemics and/or epidemics, or acts of God. If any force majeure event shall continue for more than 60 days from the date of notice of the force majeure event to the other party, then the other party shall be entitled to serve notice to terminate this Agreement without any further liability hereunder.

9.6 Entire Agreement. This Agreement, including any SOW, sets forth the entire understanding and fully integrated agreement between you and us with respect to the subject matter contained therein, and supersedes all prior agreements, whether oral or written, between us with respect to the subject matter herein, including but not limited to any non‐disclosure agreement. Any modification or amendment to these terms must be made in writing and executed by an authorized representative of each party, except however, if Stratus ip modifies these terms or any applicable SOW terms during Customer’s subscription Term, the modified version will take effect upon Customer’s next renewal Term renewal or, after thirty (30) days’ notice of such modification, Customer continues to use the Services. In addition: (a) If Stratus ip launches new products or optional features that require opt-in acceptance of new terms, those terms will apply upon Customer’s acceptance or use, including continued use; (b) changes to any terms will take effect immediately for all Cirrus and third party Subscriptions; and (c) during a subscription Term, Stratus ip may update Stratus ip’s Privacy Policy, General Terms of Use, and Terms of Sale from time-to-time to reflect process improvements or changing practices, and these changes will take effect thirty (30) days from the date of posting so long as they do not substantially diminish Customer’s rights or create substantial additional Customer obligations during a subscription Term. Stratus ip’s documentation is available online and constantly being developed and improved, and as a result, during a subscription Term Stratus ip may update the documentation to reflect best practice with the relevant Stratus ip services, provided that these changes do not substantially diminish Customer’s rights or create substantial Customer obligations. In the event of any conflict between these Terms and any Stratus ip SOW these Terms will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under these Terms.

9.7 Counterparts. This Agreement and each SOW may be executed in multiple counterparts, each of which will be deemed to be an original. A facsimile or electronic signature will have the same force and effect as the original signature counterpart. Only a writing signed by both parties may change the terms of any SOW.

9.8 Severance. If any provision or part‐provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part‐provision shall be deemed deleted. Any modification to or deletion of a provision or part‐provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

9.9 Waiver. The waiver of a breach of any provision of this Agreement or any SOW will not operate or be interpreted as a waiver of any continuing or subsequent breach.

9.10 Attorney’s Fees and Costs. If any action is brought with respect to this Agreement or the parties’ relationship, Stratus shall be permitted to recover any attorney’s fees and costs incurred with the successful prosecution or defense of any action, claim, suit, or otherwise.

9.11 References and Publicity. Customer expressly consents to Stratus’s use Customer’s name or logo in any marketing materials. Customer further agrees that it will not use Stratus’s name or logo in any capacity without Stratus’s express written consent.

EXHIBIT “A”

CIRRUS PRODUCT TERMS OF USE

Updated as of March 25, 2024

These Cirrus Product Terms of Use (“Terms of Use”) govern your use of Cirrus’s Products, and any other Products that may be added to the Cirrus family of Products in the future (collectively referred to herein as the “Cirrus Products” or the “Products”). By purchasing or using the Cirrus Products, you (as an individual and on behalf of the organization you work for) agree to be bound by these Terms of Use and the Stratus ip General Terms and Conditions (the “General Terms and Conditions”) into which these Terms of use are incorporated (collectively, the “Agreement”). Capitalized terms not defined in these Terms of Use have the meaning given to them in the General Terms and Conditions. The term “you” includes the organizations on behalf of which you use the Products.

If you do not agree to the Agreement, you may not register, access or use the Cirrus Products.  If you do not agree to any changes to these Terms of Use, you must cease using the Cirrus Products immediately.

1. DEFINITIONS

In addition to the definitions set forth in the General Terms and Conditions, the following shall apply:

a. “Cirrus Phishing Client” means the organizations and individuals on behalf of which you purchase or use the Cirrus Phishing Product, which may be an organization you work for, or an organization for which you provide Managed Services.
b. “Client” means an individual or organization for which you use the Products and which may be: (i) an organization you work for; (ii) an organization you provide Managed Services to; (iii) or a prospect for use of the Products. Where applicable, the term Client includes personnel of the Client or other individual associated with such Client.
c. “Dark Web” means internet content that exists on darknets, which require specific software, configurations or authorizations to access. The Dark Web allows computers to communicate anonymously without divulging identifying information.
d. “Dark Web Clients” means the organizations and individuals on behalf of which you purchase or use Cirrus Dark Web Monitoring, and/or that are associated with Monitoring Assets that you provide for use with Cirrus Dark Web Monitoring. A Dark Web Client may be an organization that you work for, or an organization for which you provide Managed Services.
e. “Dark Web Results” is the information that results from your use of Cirrus Dark Web Monitoring and the comparison of Monitoring Assets and information
found on the Dark Web.
f. “Domain Name Asset” means any internet domain name (such as for example “@YourName.com” or “@ClientName.org”) that is owned or controlled by you or
your Client as designated by you from time to time in through your use of the Cirrus Products.
g. “Email Asset” means any email address (such as “John.Doe@YourName.com” or “John.Doe@ClientName.org”) that is owned or controlled by you or your Client,
as designated by you from time to time for use with Cirrus Products.
h. “Cirrus Client” means a Cirrus Phishing Client, a Cirrus Dark Web Monitoring Client and/or a Client of any other Cirrus Products.
i. “Cirrus Results” means Cirrus Phishing Results, Cirrus Dark Web Monitoring Results, and/or any other similar results from other Cirrus Products.
j. “IP Address” means any IP address for a system, network or device which you or your Client owns, or to which you or your Client has authorized access, as designated by you from time to time through your use of the Cirrus Products.
k. “Live Data Search” is a trial setting of Cirrus Dark Web Monitoring that allows you to encourage purchase of the Cirrus Dark Web Monitoring by providing limited Cirrus Dark Web Monitoring services and partial Dark Web Results as an example of what Cirrus Dark Web Monitoring can do. For example, the Dark Web Results on Live Data Search mode only partially reveal credentials found on the Dark Web.
l. “Monitoring Assets” means Domain Name Assets, Email Assets, and IP Addresses, that you provide to us for use with Cirrus Dark Web Monitoring. Monitoring Assets are a form of “Content” as that term is defined in the Stratus ip General Terms and Conditions, and Stratus ip will protect the Monitoring Assets and use them in the limited manner as described in the Stratus ip General Terms and Conditions.
m. “Supplier” means any current or prospective contractor, vendor, business partner, agent or affiliated agency of you or your Client. The term “you” or “Cirrus Client” shall include Suppliers thereof where the Cirrus Product is being used to monitor or vet such Supplier.

2. USE OF PRODUCTS

a. Right to Use. Subject to your compliance with the Agreement and the receipt by us of all fees applicable to the Cirrus Product, Stratus ip grants you a limited, revocable, non-sublicensable, non-exclusive right and license to access and use the Product during the Committed Service Term of the applicable Subscription for the number of licenses purchased in accordance with the Product Specifications.
b. Cirrus Dark Web Monitoring. Cirrus Dark Web Monitoring is a powerful tool through which users can scan the Dark Web for Dark Web Results based on Monitoring Assets provided. Dark Web Results can be highly sensitive and personal, such as: areas of the Dark Web that are searched by Cirrus Dark Web Monitoring, account passwords, social security numbers, credit card numbers and bank account information. Dark Web Results can be used to compromise the rights of individuals and entities in a harmful manner. Dark Web Results are held in the Cirrus Dark Web Monitoring platform, but can also be downloaded in the form of reports and distributed by email depending on configuration of the Product. The presence of Dark Web Results suggests that that one or more
individuals or organizations associated with the Monitoring Assets are being targeted and/or at risk of unauthorized dissemination or use of Dark Web Results.  You agree that you will not misuse, abuse, or otherwise make tortious use of the Dark Web Results nor use the Cirrus Dark Web Monitoring for any tortious or other harmful purpose.
c. Cirrus Dark Web Monitoring Live Data Search. Stratus ip may provide Cirrus Dark Web Monitoring licenses to be used in Live Data Search mode with the understanding that they will be used as a demonstration tool to encourage the purchase of full licenses to use Cirrus Dark Web Monitoring. As such, you hereby agree to use Live Data Search in this limited manner, and only with prospects. Because Live Data Search is a demonstration tool, monitoring and searching is not as thorough as when using a standard license to Cirrus Dark Web Monitoring; Live Data Search Dark Web Results do not provide full results or information.
d. Cirrus Phishing. Cirrus Phishing is a Product that allows you to: (i) create simulated phishing campaigns within your organization or those of your Client through the use of templated emails, landing pages and other useful information provided by Stratus ip and; (ii) run end-user security awareness training. Cirrus Phishing also allows you to monitor, track and report on the results of the campaigns and training; for example, information about who engaged in a phishing attempt, and the type of engagement (“Cirrus Phishing Results”). Cirrus Phishing Results will be held within the Cirrus Phishing Product platform throughout the Committed Service Term of the Subscription.
e. Cirrus Phishing Templates. Cirrus Phishing provides templates for emails, landing pages and other documentation (“Templates”) that you may modify when creating simulated phishing campaigns. You are responsible for making such Template modifications in a manner that: (a) complies with all Applicable Laws, including those in the jurisdictions where the campaign will run; (b) does not infringe the intellectual property rights of third parties such as, for example, misuse of trademarks or trade names, and; (c) is not obscene, offensive, inappropriate, or that otherwise may expose you or Stratus ip to civil or criminal liability. The Templates are the property solely of Stratus ip.

3. ADDITIONAL PROVISIONS ON LIMITATIONS AND LIABILITY

In addition to the definitions set forth in the General Terms and Conditions, the following shall be true with respect to your use of the Cirrus Products.

a. Representations Regarding Cirrus Products. You represent and warrant the following every time you use Cirrus Products, and breach of the following may result in Stratus ip’s immediate suspension of the Product, followed by termination unless the issue is cured in Stratus ip’s reasonable determination:
– for Cirrus Dark Web Monitoring — you have obtained prior written permission from all Dark Web Clients (including prospects) to use the Product with respect to Client including permission to: (i) use their Monitoring Assets with the Product, and; obtain, review and provide the Dark Web Results to you;
– for Cirrus Phishing – you have obtained the written permission of the Cirrus Phishing Clients to use the Product with respect to Client including permission to: (i) conduct a simulating campaign, and; (ii) obtain, review and provide the Cirrus Phishing results to you;
– you will use Cirrus Products in a manner that is consistent with the contracts and policies of the applicable Cirrus Client, and all Applicable Laws;
– you will use Cirrus Results for the sole purpose of providing services to the applicable Cirrus Client, to benefit such Cirrus Client and not to harm any person or other entity;
– you will share Cirrus Results only with individuals and organizations that: (i) are bound by strict confidentiality agreements that are no less protective than the obligations set forth in the Stratus ip General Terms and Conditions; (ii) will protect the Cirrus Results as Stratus ip’s Confidential Information; (iii) will use the Cirrus Results for the purpose of benefitting the applicable Cirrus Client, and; (iv) will not use the Cirrus Results to harm an person or other entity. You may also, with the appropriate user authorizations and consents, share Cirrus Results with law enforcement authorities for the benefit of your Cirrus Client.

b. Withdrawal of Permissions. If any person or entity revokes, withdraws or otherwise terminates its permission to you with respect to use of the Cirrus Products with respect to such person or entity, you must immediately remove all information pertaining to such person or entity from the applicable Cirrus Product (including any and all data stored elsewhere), and not use the Cirrus Product with respect to such person or entity. For example, if a person withdraws permission for you to use Cirrus Dark Web Monitoring to search the Dark Web for information about that person, you must cease use of that person’s Monitoring Assets with respect to Cirrus Dark Web Monitoring.
c. Supplemental Protection. You understand and agree that the Cirrus Products are supplemental to, and are not intended to replace, any security measures that you may now have or that you may implement in the future (whether physical, technical or procedural), such as filters, virus software, firewalls, surveillance or information security programs. No security solution can be completely effective, and at no time (including post-implementation of the Product) does Stratus ip guarantee the quality, effectiveness, or efficiency of your security posture, including any policies, procedures, or operations.
d. Breach of Representations. You agree to indemnify, defend and hold Stratus ip harmless pursuant to the indemnity provisions set forth in the Stratus ip General Terms and Conditions for any claims that arise from your breach of these Product Terms of Use, including the representations herein.