
SENTINELONE NEXUS SOFTWARE DEVELOPMENT KIT (“SDK”) LICENSE ADDENDUM
This SentinelOne SDK License Addendum (“Addendum”) to the SentinelOne Master Subscription Agreement, and the Singularity Platform Terms (“MSA”) among SentinelOne, Inc. or one of its affiliates (“SentinelOne”) and the customer (“Customer”) subscribing to the SentinelOne Nexus Software Development Kit (“SDK”) sets certain terms and conditions specific to Customer’s subscription to and use of the SDK, in addition to the terms in the MSA applicable to Customer’s subscription to the SDK and/or to the Singularity Platform designed to protect SentinelOne Customers’ computing devices (“Endpoints”). Together with the MSA (as referenced above), this Addendum governs Customer’s 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 MSA with respect to Customer’s subscription to and use of the SDK.
By executing this Addendum, or downloading and/or using the SDK (and such time “Effective Date”), Customer agrees to be bound by this Addendum and the MSA. If Customer is entering this Agreement on behalf of another entity or person, Customer hereby represents to SentinelOne that Customer has the authority to bind the Customer to this Addendum. If Customer does not have such authority, or if Customer does not agree to this Addendum, Customer 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 MSA. 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:
- Definitions:
- “Application(s)” means any software services or applications developed by Customer that integrate with the SDK.
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“Enhancements” means any updates, patches, bug fixes and versions to the Singularity Platform made by SentinelOne and provided to Customer.
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“Nexus SDK” or “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..
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“Sample Code” means and software code in source code format designated as “Sample Code” or similarly that is included as part of the SDK.
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“Updates” means any update, upgrade, bugfix, or new version of the SDK made generally available by SentinelOne.
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License.
- Additional License Grant for SDK. In addition to license provided in Section 2.4 (License Grant) of the Singularity Platform Terms, as applicable to Customer’s subscription to the SDK, SentinelOne hereby grants Customer 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 Customer’s Application(s), in each case solely for Customer’s internal use and otherwise subject to this Addendum.
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Limitation to SDK License Grant. Customer’s 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 Customer, to provide malware protection and/or in connection with developing and testing the integration of Customer’s Application(s) with the SDK.
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Restrictions. In addition to restrictions described in Section 3 of the Singularity Platform Terns, as applied to the SDK, and except as explicitly permitted in Section 2.1 and 2.2 above, Customer 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 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 (iii) use the SDK to create, develop or use any program or software that causes any of the foregoing.
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Trademark License; Trademark Use. SentinelOne hereby grants Customer a limited, non-exclusive and non-transferable right to use the SentinelOne trademarks, service marks and logos associated with the Singularity Platform (“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 Customer’s Application(s) to indicate a connection with the SDK; on Customer’s website, and in printed and electronic communications to indicate that Customer’s Application(s) provides a connection with the Singularity Platform. Customer may use the Marks solely in conjunction with the performance of Customer’s subscription to the SDK and in compliance with the Guidelines. Use of the Marks does not give Customer any right, title or interest in the Marks, other than the license rights granted herein. Customer agrees not to use the Marks in any way that will disparage SentinelOne or the Singularity Platform, injure SentinelOne’s reputation for high quality or otherwise diminish or damage SentinelOne’s goodwill in the Marks or infringe SentinelOne ‘s intellectual property. Customer acknowledges 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. Customer agrees not to adopt or use trademarks, service mark, or any other designation confusingly similar to the Marks. Customer must immediately remedy any material deficiencies in its use of the Marks upon reasonable notice from SentinelOne.
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SentinelOne’s Proprietary Rights. Customer agrees to protect all SentinelOne Intellectual Property Rights and other ownership interests of SentinelOne in the SDK. Customer agrees that all copies of the items in the SDK, reproduced for any reason by Customer, 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 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, this Addendum does not grant Customer any rights to SentinelOne’s Intellectual Property Right in respect to the items in the SDK.
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Ownership and Modifications.
- Ownership. The SDK and all Intellectual Property Rights associated with it, shall remain the sole and exclusive property of SentinelOne, subject only to the limited license granted herein. Customer 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 Customer. SentinelOne shall use commercially reasonable efforts to provide Customer with prior notice of such changes. Nothing in this Addendum will preclude SentinelOne from lawfully developing, independently of Customer’s Confidential Information, for itself or for others, products or services that are competitive with the Application(s).
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Modifications. Customer may not make any other modifications to the SDK, except for the Sample Code included in the SDK (“Sample Code Modifications”). Customer shall hold all rights, title and interest in and to the modifications to and derivative works of the Sample Code that Customer create as permitted under this Addendum, subject to SentinelOne’s Intellectual Property Rights in the SDK and the Singularity Platform.
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Feedback. Customer may, but is not required to, provide SentinelOne with feedback, comments and suggestions (collectively, “Feedback”). Customer acknowledges that SentinelOne may use and include any Feedback that Customer provides to improve the Singularity Platform and Customer 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.
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Representations and Warranties.
- Customer Warranties. In addition to Customer’s other obligations under this Addendum, Customer warrant and agrees that (i) Customer will use the SDK only in accordance with the Documentation, in the manner expressly permitted by this Addendum, and Customer’s use of the SDK will be in compliance with all applicable laws and regulations; and (ii) Customer 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
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SentinelOne’s Limited Warranty. IN ADDITION TO THE DISCLAIMER IN SECTION 8.3 OF THE MSA, 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 OR NOT USED BY CUSTOMER OR NOT USED BY CUSTOMER 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.
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Customer Indemnification Obligations. In addition to Customer’s indemnification obligations under Section 9.2 of the MSA, Customer 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) Customer’s use, modification and distribution of the SDK; (ii) any third party’s use of Customer’s Application(s) in connection with the SDK; or (iii) Customer’s breach or failure to comply with the terms of this Addendum.
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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 MSA.
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Term and Termination.
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Term. The term of this Addendum shall commence upon the Effective Date, and shall remain in effect as long as Customer remain in compliance with the terms of this Addendum or until terminated by either Party according to the MSA.
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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.
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2022-02-16 11:03:52
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- Revision – 2019-07-21 20:29:16
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- Revision – 2019-07-21 20:28:23