U.S. Public Sector Addendum

U.S. PUBLIC SECTOR ADDENDUM

This U.S. Public Sector Addendum (“U.S. Public Sector Addendum”) is by and between SentinelOne and the U.S. Public Sector Customer who has an active Master Subscription Agreement (“Agreement”) in place with SentinelOne and who is a (1) federal agency customer Ordering Activity (as defined at FAR 8.401) identified in a Federal agency order under a GSA MAS prime contract (“GSA Customer”), or (2) executive agency or juridical body of the U.S. Government, U.S. state or local government agency, or U.S. publicly funded educational or healthcare institution (together with GSA Customer, each a “U.S. Public Sector Customer”). Capitalized terms used but not defined in this U.S. Public Sector Addendum shall have the meanings ascribed to them in the agreement.

The following terms and conditions supersede or modify the referenced provisions in the Agreement, the Singularity Platform Terms, or the DataSet Terms, as applicable. In the event of any conflict or inconsistency between or among the terms and conditions of this U.S. Public Sector Addendum and those of the Agreement or any other Solutions Addendum, the terms and conditions of this U.S. Public Sector Addendum shall prevail, control, and govern in all respects.

1. The preamble of the Agreement shall be replaced with the following:

“This SentinelOne Master Subscription Agreement (“Agreement”) is between SentinelOne, Inc. (“SentinelOne”) and the U.S. Public Sector Customer (“Customer”) who accepts this Agreement or accesses and/or uses the Solutions (as defined below). This Agreement governs Customer’s subscription to the Solutions, constitutes a binding contract in connection with any paid or Evaluation use of the Solutions, and is effective: (i) as of the date on which a Purchase Order (defined below) is executed between Customer and Partner (defined below), or (ii) upon Customer’s executing this Agreement, clicking the “Log In” button to access the Solutions, or otherwise indicating Customer’s consent to the Agreement electronically or through access to or use of the Solutions.

2. Section 1.2. “Confidential Information” of the Agreement shall be replaced with the following:

1.2. (Confidential Information)” means all information disclosed (whether in oral, written, or other tangible or intangible form) by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) concerning or related to SentinelOne, the SentinelOne Solutions, or any other information of the Disclosing Party that is marked as confidential or proprietary, or that the Receiving Party knows or reasonably should know is confidential information of the Disclosing Party given the facts and circumstances surrounding the disclosure of the information by the Disclosing Party. Confidential Information includes, but is not limited to, all proprietary and/or non-public technical, business, commercial, financial and/or legal information, such as, without limitation, any and all Solutions information generally shared with Customer and as specifically related to Customer, Solutions Information gained by Customer through use of the Solutions, business plans, product information, pricing, financial plans, know how, Customer information, strategies, and other similar information.

3. Section 1.13. “Purchase Order” of the Agreement shall be replaced with the following:

1.13. “Purchase Order” means a written document such as a purchase order, service order or other similar document agreed to in writing and executed by Customer and a Partner, in each case covering Customer’s subscription to the Solutions or Evaluation offering.

4. Section 2.1.1 below shall be added onto Section 2.1. (License) of the Agreement:

2.1.1. U.S. Government Rights. The Solutions are commercial computer software. For U.S. Government Customers, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Solutions, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with FAR 12.212 and DFARS 227.7202. SentinelOne technical data provided to U.S. Government Customers is subject to and governed by the commercial practices set forth in FAR 12.211 and DFARS 252.227-7015. The Solutions were developed fully at private expense. All other use is prohibited.

5. GSA CUSTOMERS ONLY: Section 5.1. (Fees) of the Agreement shall be replaced with the following:

5.1. Fees. The fees for the Solutions shall be set forth in one or more valid Purchase Orders between Customer and the Partner (“Fees”). No refunds or credits for paid Fees will be issued to Customer by SentinelOne, except as stated otherwise in Section 11.3 (Effects of Termination).

6. GSA CUSTOMERS ONLY: Section 5.3. (Taxes) of the Agreement shall be replaced with the following:

5.3. Taxes. Interest and taxes will be agreed to between Partner and Customer.

7. GSA CUSTOMERS ONLY: Section 7.3. (Remedies of the Agreement shall include the following:

7.3. The foregoing is subject to GSAR 552.21.-4(w)(v).

8. GSA CUSTOMERS ONLY: Section 8.1(iii) of the Agreement shall be replaced with the following:

8.1(iii). the person signing the Purchase Order incorporating this Agreement on Customer’s behalf has been duly authorized and empowered to enter into contracts on behalf of Customer, including authority to enter into this Agreement;

9. Section 9.1. (Infringement Indemnity) of the Agreement shall be replaced with the following:

9.1. Infringement Indemnity. SentinelOne will indemnify Customer and Customer’s directors, officers, employees, contractors, agents, or other authorized representatives (“Customer Indemnitees”) from and against any and all third-party claims, suits, actions or proceedings (each a “Claim”) alleging that Customer’s use of the Solutions infringes or misappropriates a third party’s valid Intellectual Property Right. SentinelOne’s sole indemnification obligations under this Section 9.1 shall be that SentinelOne will, at its expense, defend any such Claim by reason of Customer’s use of the Solutions as permitted hereunder, subject to the requirements of 28 U.S.C. §516 or, if Customer is a state or local government entity, the applicable state statute governing control of litigation, and pay damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest and disbursements) finally awarded by a court of competent jurisdiction or included in a settlement approved by SentinelOne. In the event of a Claim pursuant to this Section 9.1, SentinelOne may, at SentinelOne’s option and at SentinelOne’s expense: (i) obtain for Customer, the right to continue to exercise the license granted to Customer under this Agreement; (ii) substitute the allegedly infringing component for an equivalent non-infringing component; or (i****ii) modify the Solutions to make them non-infringing. If (i), (ii), or (iii) is not obtainable on commercially reasonable terms, SentinelOne may terminate this Agreement, after providing Customer a reasonable time (no less than 30 days) to transition to an alternative solution, unless SentinelOne determines in its reasonable discretion that such use of the Solutions will likely result in infringement and in such case may terminate this Agreement effective immediately with concurrent written notice to Customer. In the event of a termination of this Agreement pursuant to this Section 9.1, all rights and licenses with respect to the Solutions will immediately cease. SentinelOne’s indemnification obligations do not extend to Claims arising from or relating to: (a) any negligent or willful misconduct of any Customer Indemnitees; (b) any combination of the Solutions (or any portion thereof) by any Customer Indemnitees or any third party with any equipment, software, data or any other materials where the infringement would not have occurred but for such combination, unless such combination is the customary, ordinary, and intended use of the Solutions; (c) any modification to the Solutions by any Customer Indemnitees or any third party where the infringement would not have occurred but for such modification; (d) the use of the Solutions by any Customer Indemnitees or any third party in a manner contrary to the terms of this Agreement where the infringement would not have occurred but for such use; or (e) the continued use of the Solutions after SentinelOne has provided a substantially equivalent non-infringing software or service. To the extent permitted by law, this Section 9.1 states Customer’s exclusive remedy for any Claims.”

10. Section 9.2. (Customer Indemnity) of the Agreement shall include the following pre-requisite at the beginning:

9.2. To the extent permitted by applicable law,…

11. Section 9.2. (Customer Indemnity) of the Agreement shall include the following:

9.2. Notwithstanding anything to the contrary in this Section 9.2, the maximum amount of all monies paid in connection with Customer indemnification of the SentinelOne Indemnitees shall not exceed the amount of appropriated funds available at the time the payment must be made.

12. Section 9.3. (Procedures) of the Agreement shall include the following:

9.3. The foregoing is subject to the requirements of 28 U.S.C. § 516.

13. Section 10.3 of the Agreement shall be replaced with the following:

10.3. THE LIMITATIONS ON LIABILITY IN SECTIONS 10.1 AND 10.2 SHALL NOT APPLY TO: (i) ANY BREACHES OF THE RESTRICTIONS; (ii) ANY BREACHES OF SECTION 7 (CONFIDENTIALITY) (EXCLUDING ANY BREACHES OF SENTINELONE’S OBLIGATIONS RELATING TO CUSTOMER DATA); OR (iii) TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9.1 AND 9.2. HOWEVER, IF CUSTOMER’S LIABILITY IS LIMITED BY APPLICABLE LAW OR FOR ANY OTHER REASON, SENTINELONE’S LIABILITY WILL BE LIMITED TO THE SAME EXTENT. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION SHALL BE DEEMED TO IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR CRIMES ARISING OUT OF, OR RELATED TO, THIS AGREEMENT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31. U.S.C. §§ 3729-3733.

14. GSA CUSTOMERS ONLY: Section 11.1. (Term) of the Agreement shall be replaced with the following:

11.1. Term. Unless otherwise agreed to in writing between the Parties or in a valid Purchase Order between Customer and a Partner, the term of this Agreement will begin on the Effective Date and continue for twelve (12) months (the “Initial Subscription Term”), and thereafter this Agreement and the underlying Solutions subscription(s) will renew for additional successive periods if and to the extent a Solutions subscription is purchased through a new Purchase Order with Partner (each, a “Renewal Subscription Term” and together with the Initial Subscription Term, the “Subscription Term”). The Initial Subscription Term and any Renewal Subscription Term may also (i) be terminated in accordance with Section 11.2 below; or (ii) be terminated by SentinelOne in accordance with Section 9.1.

15. Section 11.3. (Effects of Termination) of the Agreement shall be replaced with the following:

11.3. Effects of Termination. Upon any termination or expiration of this Agreement and/or Solutions Addendum, or in the event of termination of this Agreement in accordance with 41 U.S.C. § 7101-7109 (Contract Disputes) and FAR 52.233-1 (Disputes): (i) all rights and licenses granted to Customer will immediately terminate; (ii) all of SentinelOne’s obligations will immediately cease; (iii) there will be no refund for any pre-paid and unused Fees as of the termination date; (iv) upon receiving a written request from the Disclosing Party, the Receiving Party will promptly return to the Disclosing Party all Confidential Information of the Disclosing Party then in its possession or destroy all copies of such Confidential Information, at the Disclosing Party’s sole discretion and direction; and (v) Customer will uninstall the Solutions within thirty (30) days after termination of this Agreement or any applicable Solutions Addendum(s) and, upon SentinelOne’s request, provide written confirmation of such uninstallation. SentinelOne reserves the right to investigate suspected violations of Customer’s obligations under Section 11.3(v). Customer will immediately confirm, in writing, that it has complied with Section 11.3(v) at SentinelOne’s request. Notwithstanding any terms to the contrary in this Agreement, the Restrictions and Sections 4 (Ownership and Reservation of Rights), 6 (Privacy and Security), 7 (Confidentiality), 9 (Indemnification Obligations), 10 (Limitation of Liability), 11.3 (Effects of Termination) and 12 (General Provisions) will survive any termination or expiration of this Agreement.

16. Section 12.1. (Entire Agreement) of the Agreement shall be replaced with the following:

12.1. Entire Agreement. This Agreement, together with all exhibits attached thereto (all of which are incorporated herein by reference), set forth the entire agreement and understanding of the Parties relating to Customer’s subscription to the Solutions, and the Parties herein expressly agree that this Agreement supersedes all prior or contemporaneous potentially or actually conflicting terms in agreements, proposals, negotiations, conversations, discussions and/or understandings, whether written or oral, with respect to such subject matter, except as required by applicable law. The Parties agree that any term or condition stated in a Purchase Order or any other similar order documentation with Partner is between Customer and the Partner, and nothing in this Agreement modifies Customer’s terms and conditions with such Partner.

17. Section 12.2. (Independent Contractors) of the Agreement shall include the following:

12.2. Notwithstanding the foregoing, for any Purchase Orders placed by Customer with a Partner, the Partner may, at SentinelOne’s request, bring a claim against Customer on SentinelOne’s behalf to enforce this Agreement.

18. Section 12.3. (Governing Law and Venue) of the Agreement shall be replaced with the following:

12.3. Governing Law and Venue. If Customer is a federal government entity, this Agreement is governed by the applicable federal laws of the United States of America. If the federal laws of the United States are not dispositive, then to the extent permitted by federal law, 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. This Agreement does not affect statutory rights that cannot be waived or changed by contract. If Customer is a state or local government entity, the Agreement is governed by the laws of Customer’s state, excluding its conflict-of-laws 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.

19. Section 12.5. (Assignment) of the Agreement shall be replaced with the following:

12.5. Assignment. Except to the extent transfer may not legally be restricted, Customer may not assign this Agreement nor any right or obligation under this Agreement, nor delegate any performance hereunder without the prior written consent of SentinelOne, and such consent shall not be unreasonably withheld. Any attempted transfer, assignment or delegation without such consent will be void and without effect. SentinelOne may assign its right to receive payment in accordance with the Assignment of Claims Act (31 U.S.C. § 3727) and FAR 52.212-4(b), and SentinelOne may assign its right to receive payment in accordance with the Assignment of Claims Act (31 U.S.C. § 3727) and FAR 52.212-4(b), and SentinelOne may assign this Agreement to the extent not prohibited by the Anti-Assignment Act (41 U.S.C. § 15). Subject to the requirements of FAR 42.12 (Novation and Change-of-Name Agreements), Customer must recognize SentinelOne’s successor in interest following a transfer of our assets or a change of SentinelOne’s name. Any attempted assignment or transfer in violation of the foregoing will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns.

20. Section 12.10. (Force Majeure) of the Agreement shall be replaced with the following:

12.10. Force Majeure. Neither Party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God (fire, storm, floods, earthquakes, etc., civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of service provided by any service providers being used by SentinelOne, labor disturbances vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party. If Customer is a GSA Customer, excusable delays shall be governed by FAR 52.212-4(f).

21. Section 3. (LICENSE RESTRICTIONS) of the Singularity Platform Terms shall include the following Section 3.1. U.S. Government Restrictions:

3.1. U.S. Government Restrictions. The Singularity Platform, Singularity Support, and SentinelOne Services are commercial computer software. For U.S. Government Customers, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Singularity Platform, Singularity Support, and SentinelOne Services, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by this Agreement in accordance with FAR 12.212 and DFARS 227.7202. SentinelOne technical data provided to U.S. Government Customers is subject to and governed by the commercial practices set forth in FAR 12.211 and DFARS 252.227-7015. The Singularity Platform, Singularity Support, and SentinelOne Services were developed fully at private expense. All other use is prohibited.