SENTINELONE NEXUS SOFTWARE DEVELOPMENT KIT (“SDK”) LICENSE ADDENDUM
This SDK License Addendum (“Addendum”) to the SentinelOne Terms of Service (“Terms”) among Sentinel Labs, Inc. or one of its affiliates (together, “SentinelOne,” “Our,” “We,” “Us” or similar terms) and the customer (“Customer,” “You,” “Your” or similar terms) subscribing to the SentinelOne Nexus Software Development Kit (“SDK”) sets certain terms and conditions specific to Your subscription to and use of the SDK, in addition to the terms in the Terms applicable to Customer’s subscription to the SDK and/or to the SentinelOne malware protection, detection and remediation solutions (“Solutions”) designed to protect SentinelOne Customers’ computing devices (“Endpoints”). Together with the Terms (as found here, unless Customer and SentinelOne agree in writing on a revised version of the Terms), this Addendum governs Your subscription to and use of the SDK, and constitutes a binding agreement in connection with any use of the SDK. The terms and conditions of this Addendum shall supersede any conflicting terms and conditions in the Terms with respect to Your subscription to and use of the SDK.
By accepting this Addendum, or otherwise indicating Your consent to this Addendum electronically or through download and/or use of the SDK (and such time “Effective Date”), You agree to be bound by this Addendum and the Terms. If You are entering this Agreement on behalf of another entity or person, You hereby represent to SentinelOne that You have the authority to bind Licensee to this Addendum. If You do not have such authority, or if You do not agree to this Addendum, You may not use the SentinelOne SDK. Capitalized terms will have the meaning assigned to such terms where defined throughout this Addendum. Capitalized terms not defined but used herein have the meaning assigned to such terms in the Terms. Each of SentinelOne or Customer 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 Customer that integrate with the SDK.
1.2. “SentinelOne SDK” or “SDK” means the SentinelOne Nexus software development kit, related application programming interface (API) information and 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.
1.3. “Sample Code” means and software code in source code format designated as “Sample Code” or similarly that is included as part of the SDK.
1.4. “Updates” means any update, upgrade, bugfix, or new version of the SDK made generally available by SentinelOne.
2.1. Additional License Grant for SDK. In addition to license provided in Section 1.5 (License Grant) of the Terms, as applicable to Your subscription to the SDK, SentinelOne hereby grants You 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 Your Application(s), in each case solely for Your internal use and otherwise subject to this Addendum.
2.2. Limitation to SDK License Grant. Your license grant to the SDK is limited to the number of copies for which the license has been acquired pursuant to a valid Purchase Order or a Quote, to be installed and used solely on computers owned or controlled by You, to provide malware protection and/or in connection with developing and testing the integration of Your Application(s) with the SDK.
2.3. Restrictions. In addition to restrictions described in Section 3 of the Terms, as applied to the SDK, and except as explicitly permitted in Section 2.1 and 2.2 above, You 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, underlying ideas, techniques, or algorithms in the SDK or SentinelOne’s Solutions; (ii) create an Application(s) or other software that prevent or degrade the interaction of applications developed by others with the SDK or the SentinelOne Solutions; and (iii) use the SDK to create, develop or use any program or software that causes any of the foregoing.
3. Trademark License; Trademark Use.
SentinelOne hereby grants You a limited, non-exclusive and non-transferable right to use the SentinelOne trademarks, service marks and logos associated with the Solutions (“Marks,” as listed in the SentinelOne Trademark Guidelines (“Guidelines”) found at https://sentinelone.com/tm-guidelines/, as may be revised from time to time) pursuant to the terms of this Addendum. The Marks may be used in Your Application(s) to indicate a connection with the SDK; on Your website, and in printed and electronic communications to indicate that Your Application(s) provides a connection with the SentinelOne Solutions. You may use the Marks solely in conjunction with the performance of Your subscription to the SDK and in compliance with the Guidelines. Use of the Marks does not give You any right, title or interest in the Marks, other than the license rights granted herein. You agree not to use the Marks in any way that will disparage SentinelOne or the Solutions, injure SentinelOne's reputation for high quality or otherwise diminish or damage SentinelOne's goodwill in the Marks or infringe SentinelOne 's intellectual property. You acknowledge the validity of the Marks and SentinelOne's sole ownership of the Marks, and that SentinelOne retains all right, title and interest in and to the Marks. You agree not to adopt or use trademarks, service mark, or any other designation confusingly similar to the Marks. You must immediately remedy any material deficiencies in its use of the Marks upon reasonable notice from SentinelOne.
4. SentinelOne’s Proprietary Rights.
You agree to protect all SentinelOne Intellectual Property Rights and other ownership interests of SentinelOne in the SDK. You agree that all copies of the items in the SDK, reproduced for any reason by You, contain the same copyright notices, and other proprietary notices as appropriate, as appear on or in the master items delivered by SentinelOne in the SDK. SentinelOne retain 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, this Addendum does not grant You any rights to SentinelOne’s Intellectual Property Right in respect to the items in the SDK.
5. Ownership and Modifications.
5.1. Ownership. The SDK and the all Intellectual Property Rights associated with it, shall remain the sole and exclusive property of SentinelOne, subject only to the limited license granted herein. You 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 You. SentinelOne shall use commercially reasonable efforts to provide you with prior notice of such changes. Nothing in this Addendum will preclude SentinelOne from lawfully developing, independently of your Confidential Information, for itself or for others, products or services that are competitive with the Application(s).
5.2. Modifications. You may not make any other modifications to the SDK, except for the Sample Code included in the SDK (“Sample Code Modifications”). You shall hold all rights, title and interest in and to the modifications to and derivative works of the Sample Code that You create as permitted under this Addendum, subject to SentinelOne’s Intellectual Property Rights in the SDK and the Solutions.
6. Feedback. You may, but not required to, provide SentinelOne with feedback, comments and suggestions (collectively, “Feedback”). You acknowledge that SentinelOne may use and include any Feedback that you provide to improve the Solutions and You hereby grant 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.
7. Representations and Warranties.
7.1.1. Customer Warranties. In addition to Your other obligations under this Addendum, You warrant and agree that (i) You will use the SDK only in accordance with the Documentation, in the manner expressly permitted by this Addendum, and your use of the SDK will be in compliance with all applicable laws and regulations; and (ii) You 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
7.2. SentinelOne’s Limited Warranty. IN ADDITION TO THE DISCLAIMER IN SECTION 8.3 OF THE TERMS, THE SDK IS OFFERED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ADEQUACY OF THE SDK, WHETHER OT NOT USED BY YOU OR NOT USED BY YOU IN THE DEVELOPMENT OF THE APPLICATION(S), FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO THEIR ADEQUACY TO PRODUCE ANY PARTICULAR RESAULT, OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE, OR COURSE OF DEALING. SENTINELONE HAS DEVELOPED THE SDK INDEPENDENTLY WITHOUT RELIANCE ON A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
8. Customer Indemnification Obligations. In addition to Your indemnification obligations under Section 9.2 of the Terms, You agree 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) Your use, modification and distribution of the SDK; (ii) any third party’s use of Your Application(s) in connection with the SDK; or (iii) Your breach or failure to comply with the terms of this Addendum.
9. Limitation of Liability. SentinelOne and Customer’s liability as a result of its breach of its obligations under this Addendum shall be subject to the Limitation of Liability in Section 10 of the Terms.
10. Term and Termination.
10.1. Term. The term of this Addendum shall commence upon the Effective Date, and shall remain in effect as long as You remain in compliance with the terms of this Addendum or until terminated by either Party according to the Terms.
10.2. Termination. Upon termination of this Addendum, Customer will promptly destroy all copies of the SDK at SentinelOne’s sole discretion and direction. Customer will immediately confirm, in writing, that it has complied with this Section 10.2.