LIMITED USE IR LICENSE AGREEMENT

This Limited Use IR License Agreement (“Agreement”) is made between SentinelOne, Inc. (“SentinelOne”) and the entity that accepts this Agreement (“IR User,” “You” or related terms) as of the time when You first use, download, or install the Solutions (as defined in Section 1 below), or by clicking the checkbox to indicate acceptance to this Agreement or otherwise signify Your consent to this Agreement (the “Effective Date”) is made. BY DOWNLOADING, INSTALLING, AND/OR USING OUR SOLUTIONS, YOU EXPRESSLY AGREE AND CONSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO TERMS OF THIS AGREEMENT, THEN DO NOT DOWNLOAD, INSTALL OR USE THE SOLUTIONS, AND OTHERWISE DISCONTINUE ANY EXISTING USE OF SOLUTIONS. BY ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY USING THE SOLUTIONS TO THIS AGREEMENT, IN WHICH CASE THE TERMS “IR USER” OR “YOU” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE THE TERMS HEREIN, YOU MUST NOT ACCEPT THIS AGREEMENT.

LICENSE GRANT.

Limited License. Subject to the terms and conditions of this Agreement, SentinelOne hereby grants You a nonexclusive, nontransferable, limited license to install and use its malware protection, detection and remediation solutions, endpoint detection and response solutions, device discovery and control solutions, and other solutions (“Solutions”) at no charge solely for use by You during Your engagement with an IR Services Partner (as defined in Section 1.4 below) for one Security Incident (as defined below) (“IR Use”), and only for the period starting on the Effective Date and ending thirty (30) days thereafter (the “IR Use Period”), unless the parties mutually agree on a different IR Use Period, and Your use is limited to use on the number of Endpoints as reasonably required for the IR Use. The Solutions include malware protection software for physical or virtual computing devices and/or computing environments (such as containers) that can process data (“Endpoint(s)”), as well as the then-current published documentation such as technical user guides, installation instructions, articles or similar documentation specifying the functionalities of the Solutions and made available by SentinelOne to You through the SentinelOne Knowledge Base on the Customer Portal, available at: support.sentinelone.com, as updated from time-to-time in the normal course of business (collectively, “Documentation”). A “Security Incident” is an occurrence that jeopardizes the confidentiality, integrity or availability of one of Your information systems or the information such systems processes, stores, or transmits. You shall uninstall any portion of the Solutions residing on Your computers or servers after the IR Use Period, and return all Documentation in Your possession to SentinelOne and confirm to SentinelOne in writing (email accepted) of such deletion and uninstallation. If You wish to continue using the Solutions after the IR Use Period, You shall purchase a new license for the Solutions from SentinelOne under a separate agreement.

Restrictions. Under the license, You may not: (i) modify, disclose, alter, translate or create derivative works of the SentinelOne Solutions (or any components thereof) or any accompanying Documentation; (ii) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign or otherwise dispose of the Solutions (or any components thereof) or any Documentation; (iii) use the Solutions other than as permitted under this Agreement, as directly related to Your internal business operations and in conformity with the Documentation, and not otherwise use the Solutions for any other commercial or business use, including without limitation offering any portion of the Solutions as benefits or services to third parties; (iv) use the Solutions in violation of any laws or regulations, including, without limitation, to store or transmit infringing, libelous or otherwise unlawful or tortious material, or material in violation of third-party privacy rights; (v) use the Solutions to store, transmit or test for any viruses, software routines or other code designed to permit unauthorized access, disable, erase or otherwise harm software, hardware or data, or to perform any other harmful actions; (vi) probe, scan or test the efficacy or vulnerability of the Solutions, or take any action in an effort to circumvent or undermine the Solutions, except for the legitimate testing of the Solutions in coordination with SentinelOne, in connection with considering a subscription to the Solutions as licensed herein; (vii) attempt or actually disassemble, decompile or reverse engineer, copy, frame or mirror any part or content of the Solutions, or otherwise derive any of the Solutions’ source code; (viii) access, test, and/or use the Solutions in any way to build a competitive product or service, or copy any features or functions of the Solutions; (ix) interfere with or disrupt the integrity or performance of the Solutions; (x) attempt to gain unauthorized access to the Solutions or their related systems or networks; (xi) disclose to any third party or publish in any media any performance information or analysis relating to the Solutions; (xii) fail to maintain all copyright, trademark and proprietary notices on the Solutions and any permitted copy thereof; or (xiii) cause or permit any Solutions user or third party to do any of the foregoing.

PROPRIETARY RIGHTS. Subject only to the limited license granted hereunder, the Solutions, including all associated copyrights, patents, trademarks, trade secrets and other intellectual property and proprietary rights with respect thereto, whether these are registered or unregistered (including applications to any of the foregoing), are, and shall remain the sole property of SentinelOne.

Third Party Service. You may only use the solutions with an incident response partner of SentinelOne (“IR Services Partner”) to manage the installation, onboarding and/or operation of the Solutions on Your behalf. As between the Parties, (i) You remain responsible for all of Your obligations under the terms of this Agreement and for your engagement with any IR Services Partner; (ii) You will ensure the IR Services Partner only uses the Solutions for Your internal purposes and not for the benefit of any third party; and (iii) You remain liable to SentinelOne for the IR Services Partner’s service on Your behalf. SentinelOne is not responsible for any acts or omissions of any IR Services Partner. If you use a IR Services Partner, then such IR Services Partner may extend the IR Use Period for a reasonable time to complete the IR Use, provided that SentinelOne retains the ability to terminate such extension at any time.

CONFIDENTIALITY.

The parties each agree to maintain in strict confidence all Confidential Information (defined below) uploaded to, processed by, and/or stored within the Solutions (such Confidential Information, “Your Data”). Each party, as the receiving party, shall (a) apply security measures no less stringent than the measures which such party applies to protect its own like information (but in any event not less than a reasonable degree of care) to prevent unauthorized disclosure and/or use of the Confidential Information it receives from the other party; and (b) SentinelOne shall employ and maintain reasonable security measures with respect to all Your Data similar to the security measures undertaken by SentinelOne with respect to all customer data uploaded to, and processed and stored by the Solutions, which shall be considered compliance with this Section 2 with respect to Your Data.

“Confidential Information” means: (a) any trade secrets and/or know-how embodied in the Solutions; (b) any non-public information disclosed as part of the IR Use and designated in writing by the disclosing party as confidential, and any information which, if disclosed orally, is identified as confidential by the disclosing party; (c) Your Data; and (d) any other information disclosed as part of the IR Use under circumstances which would lead a reasonable person to understand that such information is confidential or proprietary in nature (including, without limitation, all proprietary information relating to the Solutions such as any and all Solutions information generally shared with You and as specifically related to You, Solutions information gained by You through use of the Solutions, specifications, design and plans, interfaces, designs, plans and drawings, roadmap information, know how, strategies, reliability and performance data, benchmark and evaluation testing, results and conclusions, Documentation, business plans; and Your proprietary information such as endpoint identification information, endpoints specifications, IP addresses and user names). Confidential Information shall not include any information which (A) was publicly known prior to the time of disclosure by the disclosing party, or becomes publicly known after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party in violation of this Agreement; (B) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (C) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (D) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information, in each of the foregoing (A) – (D), as shown by the receiving party’s appropriate documents or other competent evidence in the receiving party’s possession.

The receiving party may disclose Confidential Information to its directors, officers, employees, authorized representatives, advisors, agents and an IR Partner used by You under the terms of this Agreement (collectively, “Representatives”), but only to the extent necessary in connection with the IR Use, provided that each such Representative has been informed of the receiving party’s obligations hereunder and that such Representative, by reason of a written agreement, conditions of employment or operation of law, is obligated to maintain and hold in confidence all Confidential Information in the same manner and to the same extent required of You hereunder. The receiving party shall be liable, and shall indemnify the disclosing party, for any breach of such obligations by any of Your Representatives.

DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY.

THE SOLUTIONS IS PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. LICENSOR DOES NOT WARRANT THAT THE SOLUTIONS WILL MEET LICENSEE’S REQUIREMENTS, BE ERROR FREE OR NOT CAUSE OTHER SYSTEM INTERRUPTIONS, OR THAT THE OPERATIONS OF THE SOLUTIONS WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT DEFECTS IN THE SOLUTIONS WILL BE CORRECTED. LICENSEE ASSUMES THE ENTIRE RISK AS TO THE USE OF, RESULTS AND PERFORMANCE OF THE SOLUTIONS AND ACKNOWLEDGES THAT USE OF THE SOLUTIONS BY LICENSEE, TO THE EXTENT APPLICABLE, MUST BE MADE IN STRICT CONFORMANCE WITH LICENSOR’S INSTRUCTIONS. ACCESS TO AND USE OF SOLUTIONS BY YOU IS ENTIRELY AT YOUR OWN RISK, AND SENTINELONE RECOMMENDS THAT YOU BACKUP ALL DATA, FILES AND APPLICATIONS ON YOUR SYSTEM PRIOR TO USING THE SOLUTIONS.
LICENSOR SHALL HAVE NO LIABILITY TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, BUSINESS INTERRUPTION, LOST OR DAMAGED DATA, LOSS OF PROGRAMS OR INFORMATION OR OTHER INTANGIBLE LOSS ARISING OUT OF THE USE OF OR THE INABILITY TO USE THE SOLUTIONS, OR INFORMATION, OR ANY PERMANENT OR TEMPORARY CESSATION OF THE SOLUTIONS OR ACCESS TO INFORMATION, OR THE DELETION OR CORRUPTION OF ANY CONTENT OR INFORMATION, OR THE FAILURE TO STORE ANY CONTENT OR INFORMATION OR OTHER COMMERCIAL OR ECONOMIC LOSS, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE), EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THAT THEY ARE FORESEEABLE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. LICENSOR IS ALSO NOT RESPONSIBLE FOR CLAIMS BY ANY THIRD PARTY. IT IS UNDERSTOOD THE SOLUTIONS ARE PROVIDED FREE OF CHARGE FOR EVALUATION PURPOSES ONLY. ACCORDINGLY, LICENSOR’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF ACTUAL DAMAGES OR US $1,000. IN JURISDICTIONS WHERE THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT ALLOWED THE LIABILITY OF LICENSOR IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You will indemnify SentinelOne, together with its officers, agents, subcontractors, affiliates and employees (collectively, “SentinelOne Indemnitees”), and hold them harmless from any claims, suits, actions or proceedings (“Actions”) and any related damages, losses, expenses, injuries to any persons or any other liabilities arising out of Your (including any of its employees, agents, affiliates or subcontractor) acts or omissions under this Agreement except to the extent that any Action alleges that Your use of the Solutions in accordance with this Agreement infringes or misappropriates a third party’s valid Intellectual Property Right. “Intellectual Property Right(s)” means all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing.

TERMINATION. This Agreement shall be in full force and effect from the date hereof and until the expiration of the IR Use Period, unless terminated earlier by You or SentinelOne. This Agreement and the license granted to You hereunder will automatically terminate if You fail to comply with any of the terms or conditions of this Agreement. Upon termination of the license rights hereunder for whatsoever reason, You shall cease any use of the Solutions, permanently remove all copies of the Solutions in Your possession, or otherwise destroy all copies thereof. The provisions set out in Sections 2, 3, 5, and 8 of this Agreement shall continue in force even after any termination of this Agreement.

EXPORT CONTROLS. The Solutions, and SentinelOne Software or other components of the Solutions which We may provide or make available to You for use by Your users are subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to Your access to and use of the Solutions. You shall not access or use the Solutions if You are located in any jurisdiction in which the provision of the Solutions is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You agree not to grant access to the Solutions to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person; (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction; (iii) You shall not permit users to access or use the Solutions in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which You and users are located. You represent that neither You nor any of Your subsidiaries is an entity that (a) is directly or indirectly owned or controlled by any person or entity currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by the Office of Foreign Assets Control, US Department of the Treasury (“OFAC”) or other similar list maintained by any governmental entity, or (b) is directly or indirectly owned or controlled by any person or entity that is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity.

THIRD PARTY SOFTWARE. SentinelOne may offer You the option to connect the Solution to one or more third-party applications (“Add-Ons”). Because these Add-Ons are distributed by third party vendors unrelated to SentinelOne, should You decide to connect the Solutions to such Add-Ons, You may also be required to comply with additional third party licenses in connection of Your use of Add-Ons as part of use of the Solutions. Your decision to connect the Solutions to such Add-Ons is Your responsibility and SentinelOne assumes no responsibility for the operability, functionality or any other aspect of such Add-Ons, or for any license granted to you by such third party licenses.

REPRESENTATION AND WARRANTY. You represent and warrant that You are a corporate body and not a natural person. You understand that SentinelOne has agreed to enter into this Agreement in reliance upon the correctness of Your above statement.

MISCELLANEOUS. This Agreement represents the complete agreement between the parties concerning the IR Use, and supersedes any and all prior agreements or representations between the parties relating to use of the Solutions in IR Use, including without limitation any non-disclosure agreement among the parties, except where both parties execute another agreement expressly superseding this Agreement. You may be subject to additional terms and conditions when it uses, purchases and/or or accesses other services, content or material of SentinelOne. This Agreement may only be amended by a written instrument executed by You and SentinelOne. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed in accordance with the substantive laws of California, irrespective of its choice of law principles, and the competent courts in Santa Clara County, California shall have sole and exclusive jurisdiction over every dispute arising from, or in connection with this Agreement. Notwithstanding the above, nothing herein shall prevent SentinelOne from seeking remedies through the courts of any other jurisdiction, at law or in equity, or otherwise as it deems necessary or desirable, in order to protect its Intellectual Property Rights and/or Confidential Information and/or in respect of any breach of the terms of this Agreement by You. Neither party shall have any obligation to enter into any further agreement and this Agreement governs only this IR Use and does not affect any other rights, obligations or agreements that may exist between parties.