END USER LICENSE AGREEMENT

THIS IS A LICENSE AGREEMENT (“TERMS” OR THE “AGREEMENT”) BETWEEN PURE SIGNAL ORBIT CUSTOMER (“CLIENT”) AND TEAM CYMRU INC. (“TEAM CYMRU”). PLEASE READ CAREFULLY AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT BEFORE USING THE WEB APPLICATION (AS DEFINED BELOW).

BY EXECUTING AN ORDER (AS DEFINED BELOW), CLIENT AGREES TO BE BOUND BY THESE TERMS AND ANY USE OF THE WEB APPLICATION SHALL BE MADE IN ACCORDANCE WITH THE TERMS HEREUNDER. CLIENT WILL NOT BE ABLE TO USE THE WEB APPLICATION UNTIL IT HAS ACCEPTED THESE TERMS.

1. Description of Services; Definitions; Client Obligations

     1.1 “Order” means a purchase order or signed Quote, specifying, among other things, the ordered Web Application, the applicable fees, the billing period, and other charges as agreed to between the Parties.

     1.2 “User” means any an individual, corporation, partnership, joint venture, trust or unincorporated organization authorized by Client to use the Web Application.

     1.3 “Web Application” means, collectively, Team Cymru’s Pure Signal Orbit software as a service offerings, the Team Cymru Data (data derived from Pure Signal Orbit) and related software, available via Graphical User Interface (GUI) and/or Application Programming Interface (API),  that are ordered by Client as listed and specified in the Order(s). Such services, whether provided upon the execution of this Order or subsequently, and which includes not only written materials but also information transferred orally, visually, electronically or by other means, together with the analyses, compilations, studies or other documents prepared by Team Cymru or its representatives which contain or otherwise reflect any of the information (and any copies of the foregoing), is herein referred to collectively as the “Web Application". For the avoidance of doubt, the use of the Web Application will not include any professional services to be rendered, if rendered, by Team Cymru.

     1.4 “IT assets” means Internet facing computer hardware, network, storage, input/output, or electronic control devices, or software installed on such devices.

     1.5 “Network Security Audits” are automated audits conducted to ascertain the compliance of IT assets with certain published or defacto security standards and to disclose security vulnerabilities. Network Security Audits may include port scanning and port connections, evaluating services by checking versions and responses to certain requests, and crawling websites to perform testing of forms, application responses, or to confirm the existence of certain files.

     1.6 Client acknowledges and takes responsibility to prepare environments, resources, workflows and processes for external asset IT discovery and vulnerabilities scanning. Upon a valid Order, Client hereby authorizes Team Cymru to perform regular, on-going scans that include Network Security Audits, in addition to vulnerabilities scanning of Client's IT assets, with the purpose of creating an IT asset inventory, identifying and aligning vulnerabilities to each IT asset, in addition to creating a risk score per IT asset. Client acknowledges Pure Signal Orbit includes mimicking malicious actor reconnaissance activities and may appear to be an attempt to test the security of Client's IT Asset. The periodic scanning performed by Pure Signal Orbit should never have detrimental effects on Client IT Assets.  However, there is a small risk that a misconfigured service or application could behave aberrantly and cause an IT Asset to hang or crash.  Client agrees not to pursue any claims against Team Cymru if any of the foregoing occurs. Client authorizes Team Cymru to perform vulnerability scans of Client's IT Assets in the context of Pure Signal Orbit.

     1.7 Client's Obligations. Client must provide current, accurate information in all submissions made in connection with Pure Signal Orbit, including any requested information on the networks to be scanned. Client will be assigned user credentials to access Pure Signal Orbit, and agrees to safeguard all user names and passwords. Client agrees to use Client's best efforts and to take all reasonable steps to ensure that no unauthorized parties have access to Pure Signal Orbit. Client is responsible for all use of Pure Signal Orbit and for compliance with this Agreement; any breach by Client or any user using Pure Signal Orbit on Client's behalf shall be deemed to have been made by Client. Client agrees to notify Team Cymru of any unauthorized access to Pure Signal Orbit or if a charge is made that Client are not complying with any laws applicable to Client's obligations hereunder. If Client gains access through Pure Signal Orbit to any information for which Client is not authorized, Client must immediately destroy such information and any copies. Client acknowledges and agrees they are responsible for ensuring IT assets are capable of being scanned for vulnerabilities, and that in the event of a crash or disruption to IT assets’ normal operating parameters, that appropriate mitigating measures have been implemented, such as system high availability in addition to other methods of resilience, backup and recovery.

Client represents and warrants that Client has obtained all necessary rights to permit Team Cymru to collect and process data from Client, including, without limitation, data from IT Assets such as endpoints, servers, cloud applications, and logs.

2. License

     2.1 Subject to Client’s compliance with these Terms, Team Cymru hereby grants to Client a worldwide, non-exclusive revocable, non-sublicensable license to use the Web Application for internal business use only, and a worldwide, non-exclusive irrevocable, sublicensable right to use, copy, perform, and create derivative works of and otherwise modify the Team Cymru Data for internal business use only (the “License”).   Client may use the derivative works of the Team Cymru Data ONLY for internal business purposes and may not distribute outside of the licensed company (Client).

     2.2 These Terms will also govern any upgrades provided by Team Cymru, unless such upgrades are accompanied by a separate license, in which case the terms of that license will govern. Team Cymru may at its sole discretion, release updates, upgrades or new versions for the Web Application (as supplement or replacement thereof). Client agrees that any access to any components of the Web Application granted hereunder will not limit or restrict Team Cymru's right to modify or replace such components in future versions of its Web Application. The License granted to Client pursuant to this Agreement shall be deemed to include such items.

     2.3 Use by Affiliates. Subject to any volume limitations, Client may make the Web Application available to its Affiliates under these terms, provided that Client is liable for any breach of this Agreement by any of its Affiliates. “Affiliate(s)” means any entity now existing that is directly or indirectly controlled by Client. For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity.

     2.4 Use by Contractors. Subject to any volume limitations, Client may make the Web Application available to its Contractors under these terms, provided that Client is liable for any breach of this Agreement by any of its Contractors. “Contractor” means a person or entity Client may designate to use the Web Application, not to include any third-party security companies or their employees unless the Contractor is contractually bound to Client in such a way that prohibits use of the Web Application for other than legitimate Client purposes. Contractors are required to access the Web Application through a Client owned email address that has been issued through Client’s onboarding process. Team Cymru reserves the right to revoke the access of any Contractors to the Web Application at its sole discretion.

3. License Restrictions

     3.1 Client may not do any of the following: (1) request vulnerabilities scanning of networks and devices for which Client does not have the express authority to do so; (2) rent, sell, lease, redistribute, transfer, or otherwise allow a third party to use Pure Signal Orbit; (3) use Pure Signal Orbit to access or reveal any personal information; or (4) impersonate or in any way misrepresent Client’s affiliation or authority to act on behalf of any entity. If Client requests scanning (intentionally or not) of a third party network, Client agrees to be fully responsible for any damages attributable to such scanning, and Client further agrees that Team Cymru may provide all relevant information to lawful authorities if they pursue an inquiry into such scanning.

     3.2 Client hereby agrees that during the period of this Agreement and thereafter (without limitation),  Client shall not try to modify, change, supplement, alter and/or amend the Web Application.  Client may only use the Web Application, subject to the terms and conditions of these Terms.  Client  may not: (i) decompile, reverse engineer, disassemble or otherwise reduce the technology behind the Web Application or any portion of the technology; (ii) remove or alter any trademark, logo, copyright or other intellectual property notice in or on any software provided under the Web Application (including that of Team Cymru or any portion thereof); (iii) commercially distribute, network, rent, lend, loan, market, sub-license, resell or otherwise transfer the License or any derivative work derive from the Web Application or any portion thereof; or, (iv) take or perform any other deeds or actions that may interfere or alter the intended purpose, features and usages of the License.  Client may not make any use of the License in whole or in part that is not expressly permitted by these Terms.

     3.3 Client acknowledges and understands that Team Cymru may modify the functionality of the Web Application or any part thereof at any time, and any third party that provides services or Third-Party Content contained in the Web Application which may modify the functionality of the Web Application. Such updates may occur automatically or after prior notice and may occur all at once or over multiple sessions/over a period of time.

     3.4 Client agrees that all data (“User Data”), contents and activities conducted and/or created and/or processed by Client or any of Client’s Users via the Web Application are Client’s sole responsibility. Client agrees that it must evaluate, and bear all risks associated with, the use of any of Client’s User Data, content and activities.

     3.5 Client is responsible for: (a) maintaining the confidentiality of the passwords and usernames in Client’s Account; (b) designating those individuals who are authorized to access Client’s Account; and (c) ensuring that all activities that occur in connection with the Account comply with these Terms and Conditions.  Client acknowledges and agrees that Team Cymru is not responsible for the internal management or administration of the Account.

     3.6 Client or any Client employee may not use Pure Signal Orbit if Client is located in a place where applicable law prohibits the use of Pure Signal Orbit.

CLIENT EXPRESSLY ACKNOWLEDGES THAT CLIENT HAS READ AND UNDERSTOOD THESE TERMS AND AGREES TO BE BOUND BY THEM AND THAT CLIENT UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN.

Please check these Terms periodically for changes. Team Cymru reserves the right, at its sole discretion, to update or revise this EULA at any time without prior notice. Any updates shall not apply to existing Pure Signal Orbit Agreements unless otherwise agreed by the parties.

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