NEXUS SOFTWARE DEVELOPMENT KIT (“SDK”) ADDENDUM
This SentinelOne Nexus Software Development Kit (“SDK”) Addendum (“Addendum”) to an active governing agreement (“Agreement”) is between SentinelOne, Inc. or its affiliates (“SentinelOne”) and the Customer or Partner, (“Licensee”) subscribing to the SentinelOne Nexus Software Development Kit which contain terms and conditions specific to Licensee’s subscription to and use of the SDK. Together with the Agreement, this Addendum governs Licensee’s subscription to and use of the SDK for evaluation purposes only.
By executing the Agreement or downloading and/or using the SDK (and such time “Effective Date”), Licensee agrees to be bound by this Addendum and the Agreement. If Licensee is entering the Agreement on behalf of another entity or person, Licensee hereby represents to SentinelOne that Licensee has the authority to bind the Licensee to this Addendum. If Licensee does not have such authority, or if Licensee does not agree to this Addendum, Licensee may not use the SDK. Capitalized terms will have the meaning assigned to such terms where defined throughout this Addendum. Each of SentinelOne or Licensee is sometimes described in this Addendum as a (“Party”) and together, (“Parties.”) In consideration of the covenants contained herein, and for other good and valuable consideration, the Parties agree as follows:
1.1 “Application(s)” means any software services or applications developed by Licensee that integrate with the SDK.
1.2 “Documentation” means SentinelOne’s 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 Customer 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.
1.3 “Enhancements” means any updates, patches, bug fixes and versions to the Singularity Platform made by SentinelOne and provided to Licensee.
1.4 “Nexus SDK” means the SentinelOne software development kit and related explanatory documentation which may include object code, libraries, tools, Sample Code, and any upgrades, modifications, updates, additions and copies thereto, and all Documentation included with such items.
1.5 “Sample Code” means software code in source code format designated for use in development or similarly that is included as part of the SDK.
1.6 “Singularity Platform” means SentinelOne’s singularity platform including its malware protection, detection and remediation solutions, endpoint detection and response solutions, device discovery and control solutions, and other solutions offered by SentinelOne over time, directly or through a Partner, together with the software underlying such products and services and any Enhancements.
1.7 “Updates” means any update, upgrade, bugfix, or new version of the SDK made generally available by SentinelOne.
2.1 License Grant for SDK. Subject to the License Grant in the Agreement, SentinelOne hereby grants Licensee a limited, revocable, non-exclusive, non-refundable, non-sublicensable license to (i) install and use the SDK to develop Application(s); and (ii) use, modify or merge all or portions of the Sample Code with Licensee’s Application(s), in each case solely for Licensee’s internal use.
2.2 Limitation to SDK License Grant. Licensee may only install SDK on computers owned or controlled by Licensee, to provide malware protection and/or in connection with developing and testing the integration of Licensee’s Application(s) with the SDK.
2.3 Restrictions. In addition to Restrictions in Section 2.3 of the Agreement and only as explicitly permitted in herein, Licensee may not do any of the following: (i) attempt to reconstruct, identify or discover any portion of the SDK, including but not limited to source code, methods, techniques, or algorithms in the SDK or the Singularity Platform; (ii) create an Application(s) or other software that prevent or degrade the interaction of applications developed by others with the SDK or the Singularity Platform; and/or (iii) use the SDK to create, develop or use any program or software that causes any of the foregoing.
SentinelOne’s Proprietary Rights. Licensee agrees to protect all SentinelOne Intellectual Property Rights and other ownership interests of SentinelOne in the SDK. Licensee agrees that all copies of the items in the SDK, reproduced for any reason by Licensee, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the SDK delivered by SentinelOne. SentinelOne retains title and ownership of the items in the SDK, the media on which it is recorded, and all subsequent copies, regardless of the form or media in or on which the original and other copies may exist. Except as stated above, no other rights are granted and all rights are reserved.
Rights and Modifications.
4.1 Rights. Licensee shall not engage in any act or omission that would impair SentinelOne’s Intellectual Property Rights in the SDK or any other related materials, or Documentation. In order to improve the overall performance of the SDK, SentinelOne reserves the right to change the features and functionality of the SDK at any time without liability to Licensee. SentinelOne shall use commercially reasonable efforts to provide Licensee with prior notice of such changes. Nothing in this Addendum will preclude SentinelOne from lawfully developing, independently of Licensee’s Confidential Information, for itself or for others, products or services that are competitive with the Application(s).
4.2 Modifications. Licensee shall not make any other modifications to the SDK, except for the Sample Code included in the SDK (“Sample Code Modifications”). Licensee shall hold all rights, title and interest in and to the modifications to and derivative works of the Sample Code Modifications that Licensee create as permitted under this Addendum, subject to SentinelOne’s Intellectual Property Rights in the SDK and the Singularity Platform.
Feedback. Licensee may, but is not required to, provide SentinelOne with feedback, comments and suggestions (collectively, “Feedback”). Licensee acknowledges that SentinelOne may use and include any Feedback that Licensee provides to improve the Singularity Platform and Licensee hereby grants SentinelOne a non-exclusive, perpetual, irrevocable, paid-up, transferable, sub-licensable, worldwide license under all Intellectual Property Rights covering such Feedback to use, disclose and exploit all such Feedback for any purpose.
Representations and Warranties. In addition to Licensee’s other obligations under this Addendum, Licensee warrant and agrees that (i) Licensee will use the SDK only in accordance with the Documentation, in the manner expressly permitted by this Addendum, and Licensee’s use of the SDK will be in compliance with all applicable laws and regulations; and (ii) Licensee will not use the SDK to develop any Application(s) which would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act; and
Licensee Indemnification Obligations. In addition to Licensee’s indemnification obligations under the Agreement, Licensee agrees to defend, indemnify and hold SentinelOne Indemnitees harmless from and against any and all claims, losses, damages, liabilities and other expenses (including attorneys' fees), arising from: (i) Licensee’s use, modification and distribution of the SDK; (ii) any third party’s use of Licensee’s Application(s) in connection with the SDK; or (iii) Licensee’s breach or failure to comply with the terms of this Addendum.