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Singularity Marketplace Terms

November 16, 2023

SINGULARITY MARKETPLACE TERMS

This Singularity Marketplace Terms Agreement (“Agreement”) is made between SentinelOne, Inc. (“SentinelOne”) and the entity that accepts this Agreement (“Customer,” or similar terms) as of the time when Customer first uses or accesses the Singularity Marketplace (as defined in Section 1 below), downloads, or installs the applications from the Singularity Marketplace, or clicks the checkbox to indicate acceptance to this Agreement, or otherwise signifies Customer’s consent to this Agreement (the “Effective Date”). BY ACCESSING, DOWNLOADING FROM, INSTALLING FROM, AND/OR USING THE SINGULARITY MARKETPLACE, CUSTOMER EXPRESSLY AGREES AND CONSENTS TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER SHOULD NOT ACCESS, DOWNLOAD FROM, INSTALL FROM OR OTHERWISE USE THE SINGULARITY MARKETPLACE. BY ENTERING INTO THIS AGREEMENT, CUSTOMER REPRESENTS THAT CUSTOMER HAS THE AUTHORITY TO BIND THE ENTITY AND ITS AFFILIATES USING THE SINGULARITY MARKETPLACE TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE TO THE TERMS HEREIN, CUSTOMER MUST NOT ACCESS, DOWNLOAD FROM, INSTALLING FROM, AND/OR USE THE SINGULARITY MARKETPLACE.

Capitalized terms will have the meaning assigned to such terms where defined throughout this Agreement. Capitalized terms used but not defined in this Addendum shall have the meaning assigned to such terms in the SentinelOne Terms of Service found here: https://www.sentinelone.com/legal/terms-of-service/ (“TOS”). Each of SentinelOne or Customer is sometimes described in this Agreement as a “Party” and together, “Parties,” which Parties agree as follows:

  1. Scope.

    1.1 The “Singularity Marketplace” is an online marketplace for web or other software solutions or applications that utilize or interact with the Solution’s APIs or otherwise integrate with the Solutions (“Applications”). In the Marketplace, Customer can access, browse and/or deploy Applications for use with the Solutions. Applications include any software, content, technology, data and other digital materials included in or made available through an Application that Customer accesses or deploys via the Marketplace. Applications also include any updates, upgrades and other changes thereto and versions thereof that Customer later accesses or deploys via the Marketplace. SentinelOne may make some Applications available via the Marketplace at no charge. The Applications are subject to third party licenses and some Applications made available on the Marketplace are directly provided and licensed to Customer by third parties. The Applications may access data and information associated with Customer, which is uploaded to, processed by, generated by, and/or stored within the Solutions by or through Customer’s use of the Solutions (“Solutions Data”).

    1.2 Use of any third party’s products and services, including but not limited to applications, application programming interfaces, and any updates, upgrades, or new versions that Customer later uses, accesses or downloads is governed by the terms and conditions of an agreement between Customer and such third party (“Third Party License Agreement”). Customer’s use of the Solutions is governed by the Terms unless Customer has another valid agreement with SentinelOne for the purchase and use of SentinelOne products and services. SentinelOne has no responsibility for providing support and maintenance with respect to any Store Contributor Products.

  2. Deploying Applications.

    2.1 Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Singularity Marketplace and Applications, including, but not limited to, “browser” software that supports protocols used by SentinelOne and to follow procedures for accessing Solutions that support such protocols. SentinelOne is not responsible for notifying Customer of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Solutions Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by SentinelOne. SentinelOne assumes no responsibility for the reliability or performance of any connections as described in this section.

    2.2 Customer acknowledges that the Singularity Marketplace includes listings for Applications that are created, offered, supported and maintained by third parties (“Third Party Developers”) unaffiliated with SentinelOne or its Affiliates (“Third Party Applications”). Notwithstanding anything to the contrary in this Agreement, and without limiting Section 4 below, Customer acknowledges and agrees that: (a) Customer must use Customer’s own discretion when Customer accesses or deploys Third Party Applications through the Singularity Marketplace and/or accesses Third Party Developer Solutions; (b) Customer should read the terms and conditions and privacy policies associated with any Third Party Applications as they will govern Customer’s use of such Third Party Applications; and (c) SentinelOne does not own or control any of these Third Party Developers or the Third Party Applications, and Customer will not hold SentinelOne responsible or liable for any such Third Party Applications or acts or omissions of Third Party Developers, under any circumstances. SentinelOne does not in any way warrant the accuracy, reliability, security, completeness, usefulness, non-infringement, or quality of any Applications (including without limitation the content contained therein), even if an Application complies with the Singularity Marketplace guidelines. Customer agree that Customer bears all risks associated with using or relying on Third Party Applications. If Customer has any questions about Third Party Applications or the terms that govern the use of the Third Party Applications, Customer should contact such Third Party Developer directly. For clarity, subject to the foregoing, all Third Party Applications are still “Applications” for purposes of this Agreement.

  3. Use of Applications.

    3.1 Customer’s use of an Application (including Third Party Applications) will be governed by the terms of the agreement between Customer and the developer and owner of the Application (“App Terms”). In the event SentinelOne is the publisher of an Application, then use of such Application will be governed by the terms and conditions of the TOS unless otherwise communicated to Customer at the time of Customer’s deployment of or access to the Application.

    3.2 Customer hereby acknowledges and authorizes SentinelOne to, in connection with Customer’s access to or deployment of one or more Third Party Application(s), provide Third Party Developer with any information provided by Customer as requested by Third Party Developer in connection with such deployment or access (including, without limitation, Customer’s name, company name (if any), addresses (including e-mail address) and phone number).

    3.3 Customer agrees that Third Party Developer and SentinelOne may collect and use technical data and related information, including without limitation, technical information relating to Customer’s Account, systems and use of the Application, that is gathered periodically to facilitate the provision of software updates, product support, marketing efforts and other Solutions to Customer related to the Application or a Solutions. Third Party Developer and SentinelOne may use this information to improve its products or to provide Solutions or technology to Customer (including with respect to SentinelOne, the Singularity Marketplace and the Solutions).

    3.4 If Customer evaluates and/or deploys or accesses Third Party Applications, those Third Party Applications and Third Party Developers of such Third Party Applications may be able to obtain access to Solutions Data and store, process and transmit Solutions Data outside of the Solutions. Such access may result in the disclosure, modification or deletion of Solutions Data by those Third Party Developers or the Third Party Applications. Further, Third Party Developers, SentinelOne and their agents and partners may collect and use data pertaining to Customer’s configuration and/or use of the Application(s) or the Solutions. SentinelOne is not responsible for any transmission, collection, disclosure, modification, use or deletion of Solutions Data, as described in this paragraph, by or through Third Party Applications or Third Party Developers.

  4. Disclaimer. THE SINGULARITY MARKETPLACE AND ALL APPLICATIONS, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SENTINELONE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT SENTINELONE DOES NOT WARRANT THAT THE SINGULARITY MARKETPLACE OR APPLICATIONS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY CUSTOMER FROM SENTINELONE OR THROUGH THE SINGULARITY MARKETPLACE OR APPLICATIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SENTINELONE ASSUMES NO LIABILITY FOR CUSTOMER’S USE OF THE SINGULARITY MARKETPLACE OR THE APPLICATIONS OR ANY ASSISTANCE PROVIDED BY SENTINELONE, INCLUDING WITHOUT LIMITATION THE DELIVERY OR DEPLOYMENT OF ANY APPLICATIONS. SENTINELONE AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE FOR THE SENTINELONE SINGULARITY MARKETPLACE, ANY APPLICATIONS OR OTHER OFFERINGS AND THE MATERIALS AVAILABLE IN THE SINGULARITY MARKETPLACE. SENTINELONE DOES NOT REPRESENT OR WARRANT THAT APPLICATIONS WILL BE AVIALABLE OR MAINTAINED AND SENTINELONE MAY TERMINATE ACCESS TO ANY APPLICATION AT ANY TIME.

  5. Indemnification. Customer agrees to indemnify and hold SentinelOne and its affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of Customer’s use of the Singularity Marketplace or any Applications, Customer’s violation of this Agreement, or Customer’s violation of any rights of a third party or otherwise connected to this Agreement.

  6. Compliance with Laws. Customer represents and warrants that Customer will use the Singularity Marketplace and Applications in compliance with all applicable laws.

  7. Intellectual Property Rights. Each party shall maintain all rights, title and interest in and to all SentinelOne’s respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to Customer to use the Singularity Marketplace under this Agreement do not convey any additional rights in the Singularity Marketplace or Solutions, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Singularity Marketplace as expressly stated herein, all rights, title and interest in and to the Singularity Marketplace and all hardware, software and other components of or used to provide the Singularity Marketplace, including all related Intellectual Property Rights, will remain with and belong exclusively to SentinelOne. SentinelOne shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, and/or incorporate into the Solutions and/or Singularity Marketplace any suggestions, enhancement requests, recommendations or other feedback it receives from Customer.

  8. Third Party Applications Support. Any support and maintenance of the Third Party Applications shall be provided by Third Party Developer, and only to the extent described in the App Terms of Solutions or as otherwise communicated to Customer. Customer agrees and acknowledges that SentinelOne has no responsibility for providing such support and maintenance. Failure of Third Party Developer to provide support and maintenance will not entitle Customer to any refund of fees paid, if any, for the Application or the Solutions.

  9. Export Compliance. The Solutions, the Singularity Marketplace, Applications and other software or components of the Solutions which SentinelOne or a Third Party Developer may provide or make available to Customer may be subject to U.S. export control and economic sanctions laws. Customer agree to comply with all such laws and regulations as they relate to access to and use of the Solutions, the Singularity Marketplace, Applications and such other components by Customer. Customer shall not access or use the Solutions, the Singularity Marketplace or any Application if Customer are located in any jurisdiction in which the provision of the Singularity Marketplace or any Applications or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and Customer shall not provide access to the Solutions, Singularity Marketplace or Application to any government, entity or individual located in any Prohibited Jurisdiction. Customer represents, warrants and covenants that (a) Customer is 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; (b) Customer is not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer shall not permit its users to access or use the Singularity Marketplace or any Application in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Customer or its users are located. Customer represent that neither Customer nor any of Customer’s 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.

  10. Termination. Customer’s rights under this Agreement will automatically terminate without notice from SentinelOne if Customer fails to comply with the Agreement. In case of such termination, Customer must cease all use of the Singularity Marketplace and the Applications, and SentinelOne may immediately revoke Customer’s access to the Singularity Marketplace and Applications without notice to Customer.

  11. **Limitation of Liability. **

    11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTIONS, THE SINGULARITY MARKETPLACE OR AN APPLICATION, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

    11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SENTINELONE’S AGGREGATE LIABILITY TO CUSTOMER OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH CUSTOMER’S ACCESSING OR DEPLOYMENT OF ANY APPLICATION, OR USE OR EMPLOYMENT OF THE SOLUTIONS OR SINGULARITY MARKETPLACE, SHALL IN NO EVENT EXCEED THE LESSER OF ONE HUNDRED DOLLARS ($100.00). CUSTOMER ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND SENTINELONE HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER THE RIGHTS TO ACCESS AND USE THE SINGULARITY MARKETPLACE AND APPLICATIONS PROVIDED FOR IN THIS AGREEMENT.

    11.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Customer. IN THESE JURISDICTIONS, SENTINELONE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  12. **Governing Law and Venue. ** This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. The state or federal court in Santa Clara County, California will be the jurisdiction in which any suits should be filed if they relate to this Agreement. Prior to the filing or initiation of any action or proceeding relating to this Agreement, the Parties must participate in good faith mediation in Santa Clara County, California (except an action or proceeding required to protect or enforce a Party’s Intellectual Property Rights). If a Party initiates any proceeding regarding this Agreement, the prevailing Party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of this Agreement.

  13. Entire Agreement. This Agreement constitute the entire agreement, and supersede any and all prior agreements between Customer and SentinelOne with regard to Customer’s use and access to the Singularity Marketplace. This Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation Customer or any Entity which Customer represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the Singularity Marketplace.

  14. Updates to the Agreement. SentinelOne’s may amend this Agreement from time to time in its sole discretion, in which case the new Agreement will supersede prior versions. Customer’s continued use of the Singularity Marketplace following the posting of updated terms of the Agreement means that Customer accepts and agrees to the changes. On the date accepted by Customer either via acceptance of the Agreement or continued use of the Singularity Marketplace, the revised Agreement automatically supersedes the prior version and applies to all future use from such date. Customer’s continued use of the Singularity Marketplace following the posting of updated terms of the Agreement means that Customer accepts and agrees to the changes. On the date accepted by Customer either via acceptance of the Agreement or continued use of the Singularity Marketplace, the revised Agreement automatically supersedes the prior version and applies to all future use from such date.

  15. Severability. If any provision of this Agreement is deemed invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of this Agreement will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by this Agreement is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

  16. Independent Contractors. Neither Party will, for any purpose, be deemed to be an agent, franchisor, franchise, employee, representative, owner or partner of the other Party, and the relationship between the Parties will only be that of independent contractors. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.

  17. Notices. Any legal notice (whether this Agreement expressly state “written notice” or “notice”) or communication required or permitted to be given hereunder must be in writing, signed or authorized by the Party giving notice, and may be delivered by hand, deposited with an overnight courier, sent by confirmed email, confirmed facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving Party as identified in the signature box below, on a valid Purchase Order, in the case of SentinelOne to [email protected], or at such other address as may hereafter be furnished in writing by either Party to the other Party. Such notice will be deemed to have been given as of the date it is delivered. Notice is effective on the earlier of 5 days from being deposited for delivery or the date on the confirmed facsimile, confirmed email or courier receipt.