CONTRACT 6776 OtherAgreement No. 6776
END USER SUPPORT AGREEMENT ("EUSA")
THIS EUSA SUPPLEMENTS THE PALO ALTO NETWORKS ENE USER, LICENSE AGREEMENTBETWEEN YOU (REFERRED TO HEREIN
AS "CUSTOMER", "END USER", "YOU" or "YOUR") AND (A) PALO ALTO NETWORKS, INC. AND ITS AFFILIATES, 3000 TANNERY
WAY, SANTA CLARA, CALIFORNIA 95054 UNITED STATES, IF YOU ARE LOCATED IN NORTH OR LATIN AMERICA; (B) PALO ALTO
NETWORKS (UK) LTD AND ITS AFFILIATES, 22 BISHOPGATE, LEVEL 55, LONDON, EC2N 4130, ENGLAND, IF YOU ARE LOCATED
OUTSIDE NORTH OR LATIN AMERICA; OR (C) PALO ALTO NETWORKS PUBLIC SECTOR LLC, IF YOU ARE A UNITED STATES
FEDERAL GOVERNMENT ENTITY OR ORGANIZATION (EACH OF THE ENTITIES LISTED IN (A), (B) OR (C) BEING REFERRED TO
HEREIN AS "PALO ALTO NETWORKS"). This EUSA sets forth the terms and conditions under which Palo Alto Networks will
provide technical support services and customer success services for the Palo Alto Networks Products sold and/or licensed
pursuant to the End User Ucense Agreement. In the event of a conflict between this EUSA and the End User License
Agreement, this EUSA shall take precedence, but only with respect to the subject matter described below.
Contact: support.paloaltonetworks.com, 1.866.898.9087 in the U.S., +1.408.738.7799 outside the U.S.
1. SUPPORT PLANS AND SERVICES OFFERED
PLATINUM
PREMIUM
STANDARD
Online Support
Yes
Yes
Yes
Telephone support
Yes - 24x7x365
Yes - 24x7x365
No
Initial Response Time
PLATINUM
PREMIUM
STANDARD
Severity 1— Critical
Product is down, critically affects Customer production
<— 15 minutes
<_ 1 hour
5 2 Business Hours
environment. No workaround available yet.
Severity 2 — High
Product is impaired, Customer production up, but
<_ 30 minutes
<— 2 hours
5 4 Business Hours
impacted. No workaround available yet.
Severity 3 — Medium
A Product function has failed, Customer production not
<_ 2 hours
<— 4 hours
<— 12 Business Hours
affected. Support is aware of the issue and a workaround
is available.
Severity 4 — Low
Non -critical issue. Does not impact Customer business.
< 4 hours
8 hours
<_ 48 Business Hours
Feature, information, documentation, how-to and
_<
enhancement requests from Customer.
www
Additional Services
PLATINUM
PREMIUM
STANDARD
Premium United States Government ("USG") Support
N/A
Yes, if eligible
N/A
Security Assurance
Yes, if eligible
Yes, if eligible
N/A
Expert Assistance
Yes, if eligible
N/A
N/A
Focused Services including Pius and Elite tiers
Optional, if eligible
Optional, if eligible
N/A
HARDWARE RMA
4-HR PREMIUM OR
PREMIUM OR
STANDARD
4-HR PLATINUM
PLATINUM
Advance Replacement Service: 4-Hour Replacement
(available only for Hardware located within a specified
Yes, if eligible
No
No
range of Palo Alto Networks service locations)
Advance Replacement Service: Next Business Day Service
N/A
Yes
No
Return and Repair
N/A
N/A
Yes
End User Support Agreement —August 2023 Page 1 of 6
Agreement No. 6776
al alto°
NETWORKS
2. CUSTOMER SUCCESS PLANS AND SERVICES OFFERED*
PLATINUM
PREMIUM
STANDARD
Online Technical Support
Yes
Yes
Yes
Telephone Technical support
Yes -24x7x365
Yes -24x7x365
No
Technical Support Initial Response Time
PLATINUM
PREMIUM
STANDARD
Severity 1- Critical
Product is down, critically affects Customer production
< 15 minutes
<- 1 hour
<- 2 Business Hours
environment. No workaround available yet.
Severity 2 - High
Product is impaired, Customer production up, but
< 30 minutes
<- 2 hours
<- 4 Business Hours
impacted. No workaround available yet.
Severity 3 - Medium
A Product function has failed, Customer production not
< 12 Business
affected. Support is aware of the issue and a workaround
< 2 hours
<_ 4 hours
Hours
is available.
Severity 4 - Low
Non -critical issue. Does not impact Customer business.
<48 Business
Feature, information, documentation, how-to and
< 4 hours
<_ 8 hours
Hours
enhancement requests from Customer.
WWW
Self-help guidance:
w
• Online access to quick -start guides, best
practices and training materials (pdf and video)
Yes
Yes
Yes
• Online access to knowledge base and Support
Portal
Customer Success
PLATINUM
PREMIUM
STANDARD
Customer Success Team Assistance (deliverables may vary
based on the Product):
• Onboarding guidance
• Configuration guidance
Optional, if eligible
Optional, if eligible
No
•, Operational and Integration guidance
• Education and training
Additional Services
PLATINUM
PREMIUM
STANDARD
Premium United States Government ("USG') Success
N/A
Yes, if eligible
No
Focused Services including Plus and Elite tiers
Optional, if eligible
Optional, if eligible
No
* This table may not be applicable for all Prisma Access Customer Success Plan(s) offered in certain countries in the Asia Pacific region. For
more information, see Section 11.
3. DEFINITIONS
"Affiliate" means any entity that Controls, is Controlled by, or is under common Control with Customer or Palo Alto
Networks, as applicable, where "Control" means having the power, directly or indirectly, to direct or cause the direction of
the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.
"Business Hours" mean Mondays through Fridays, 9:00 am - 5:00 pm local time, excluding local holidays.
"Customer Success Plan" or "Success Plan" refers to a specific offering to provide technical support and to help promote
customer success as described in section 5 below.
"Expert Assistance" refers to a Platinum -level service feature that provides on -site assistance for critical issues, failure
analysis, and support for planned events.
"Hardware" means hardware -based products listed on the Palo Alto Networks then -current price list or supplied by Palo
Alto Networks regardless of whether a fee is charged for such hardware.
"Maintenance Releases" mean bug fixes to the Software that: (i) are designated by a change in the 3rd set of digits of the
version release number (e.g., v5.00.01 to v5.00.02); and (ii) are generally made available by Palo Alto Networks to its
customers under valid support contracts at no additional cost.
"Major Releases" mean significant modifications or improvements to the Software that: (i) are designated by a change in
the first digit of the version release number (e.g., v5.0 to v6.0); and (ii) are generally made available by Palo Alto Networks
to its customers under valid support contracts at no additional cost.
End User Support Agreement —October 2023 Page 2 of 6
Agreement No. 6776
21MEM11
"Minor Releases" mean minor modifications or improvements to the Software, cumulative bug fixes from Maintenance
Releases since the last Minor Release and new bug fixes, as applicable, that: (i) are designated by a change in the second set
of digits of the version release number (e.g., v5.00 to v5.01); and (ii) are generally made available by Palo Alto Networks to
its customers under valid support contracts at no additional cost.
"Online Support" means access to the Support Portal, online documentation and Palo Alto Networks' user community
located at lings://Hive paWoaltonetworks corgi.
"Product" means, collectively, Hardware, Software, Subscription, or any combination thereof.
"Security Assurance" refers to a specific service designed to give Customers access to security experts with unique threat
intelligence knowledge and tools.
"Software" means any software embedded in Hardware and any standalone software that is provided without Hardware,
including updates, regardless of whether a fee is charged for the use of such software.
"Standard Support," "Premium Support," "Platinum Support," "Premium USG," "4-Hour Premium Support," "4-Hour
Platinum Support" and "Support Plan" refer to the various support programs offered by Palo Alto Networks, as further
detailed in section 4 below.
"Subscription" means Software -as -a -Service and cloud -delivered security services, including updates, provided by Palo Alto
Networks including, but not limited to, Cortex, Prisma, Threat Prevention, Advanced URL Filtering, WildFire, regardless of
whether a fee is charged for its use. Support Plans, Customer Success Plans, and professional services are not considered
Subscriptions under this EUSA.
"Support Portal" means the website currently located at htt )s: su grt. ialoalloneLworks.com or any successor site
specified by Palo Alto Networks.
4. SUPPORT PLAN OPTIONS
Where applicable, you may choose from Standard, Premium, Premium USG, Platinum, 4-Hour Premium and 4-Hour Platinum
Support, and you must register each Product for which you have purchased support on the Support Portal in order to access
the features and benefits available to such Product. Based on your selection and payment of applicable fees, Palo Alto
Networks shall:
a. Standard Support
L Maintain and support the list of currently -supported releases published on the Support Portal.
ii. Make available all supported Maintenance Releases, Minor Releases and Major Releases.
iii. Verify defects in the Software identified and submitted by Customers.
iv. Correct material defects in the Software for the currently -supported Maintenance Releases.
v. Provide access to the Support Portal, which contains the latest Software versions, fixes, feature releases, signature
and Subscription updates, knowledge base/FAQ case management, release notes, technical documentation, and
Software downloads.
vi. Use commercially reasonable efforts to ensure that the Support Portal is available 247.
vii. Respond to Online Support cases based on the severity classifications in section 1 above.
viii. Provide a return and repair service for Hardware defects.
b. Premium Su29ort
Includes all the benefits of Standard Support, plus faster response times and the following:
L Provide technical telephone support on a 24x7x365 basis. You are required to open a support ticket online in the
Support Portal before reaching out for telephone support.
ii. Advance replacement for defective Hardware. Refer to section 6 (RMA Policy and Process), subsection b (Advance
Replacement) below for additional details.
iii. Security Assurance:
a. Access to security experts in the event you detect suspicious activity in your network.
b. Eligibility:
L This service is only applicable to the Hardware and VIVI-Series virtualized Firewalls.
ii. You must have a Best Practice Assessment (BPA) completed within the last 3 months.
iii. On the BPA, you must meet a minimum security threshold based on industry average in the 7 key feature
adoption areas: WildFire, anti -virus, anti-spyware, DNS sinkhole, vulnerability protection, Advanced URL
Filtering and logging.
iv. Each Customer may seek Security Assurance services no more than once per year.
c. Premium USG Support State Local Federal Government and Government contractors only)
End User Support Agreement — October 2023 Page 3 of 6
Agreement No. 6776
�°���°
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Includes all the benefits of Premium Support delivered by U.S. citizens located in U.S.-based support centers.
d. Platinum Su ort not available in Japan)
Includes all the benefits of Premium Support, plus faster response times and Expert Assistance:
i. Planned Event Assistance: Upon your request and if scheduled 7 days in advance, Platinum senior engineers will
assist with proactive maintenance activities such as Software upgrades or feature activations. May be utilized at a
Customer business event where a Platinum engineer will be on -call to assist as necessary. You may receive
assistance on up to 4 planned events per year, with each event normally not exceeding 4 hours. This service is not
designed for troubleshooting activities or Product installations.
ii. On -Site Assistance: To address Severity 1 issues which cannot be resolved remotely; a field engineer may be
dispatched to Customer's site when necessary, at the discretion of Palo Alto Networks management.
iii. Failure Analysis: Upon request, Palo Alto Networks will conduct and provide Hardware failure analysis on returned
units. Failure Analysis does not extend to End of Sale (EOS) Products announced at
htt s www. aloaltouietworks.com services su port erid-of life -announcements end -of' -sale.
e. Focused Services Logional, if eligible)
i. Access to personalized support by an assigned account manager who will provide tailored support.
ii. Eligibility: All Products you use must be under valid Premium -level Support/Success Plans at a minimum, as
applicable.
f.4-Hour Premium or 4-Hour Platinum Support Igpolicalafe to aualified HardwaLLonlyj
Includes all the benefits of Premium or Platinum Support, as applicable, and delivery of replacement Hardware to you
within four hours from the issuance of a RMA. This support option is available only for Hardware located within a
specified range of a Palo Alto Networks service location. Eligibility must be determined, and the service sold, on a per -
device basis. When covered, Palo Alto Networks will use commercially reasonable efforts to deliver replacements within
the designated time frame.
S. CUSTOMER SUCCESS PLAN OPTIONS
Where applicable, you may choose from Standard Success, Premium Success, Premium USG Success, or Platinum Success.
Upon provisioning of your production instance, you will be granted access to the Subscription and to the Support Portal.
Based on your selection and payment of applicable fees, Palo Alto Networks shall:
a. Standard Success
L Respond to Online Support cases based on the severity classifications in section 2 above.
ii. Provide access to Online Support resources and materials 247.
iii. Maintain and support the list of Subscription release notes published on the Support Portal.
iv. Verify defects identified and submitted by Customers.
v. Correct material defects in the cloud software running in production.
vi. Use commercially reasonable efforts to ensure that the Support Portal is available 247.
b. Premium Success
Includes all the benefits of Standard Success, plus faster response times and the following:
i. Provide technical support via telephone on a 24x7x365 basis. You are required to open a support ticket online in
the Support Portal before reaching out for telephone support.
ii. Customer Success Teams Assistance (optional, if eligible).
iii. Focused Services (optional, if eligible)
a. Access to personalized support by an assigned account manager who will provide tailored support.
b. Eligibility: All Products you use must be under valid Premium -level Support/Success Plans at a minimum, as
applicable.
c. Premium USG Success State Local FederalGovernment ,and Government contractors only)
Includes all the benefits of Standard Success, delivered by U.S. citizens located in U.S.-based support centers.
d. Platinum Success not available 'inJapan)
Includes all the benefits of Premium Success, plus faster response times.
6. RMA POLICY AND PROCESS
In situations when it is necessary for you to return a Hardware to Palo Alto Networks, you must ask Palo Alto Networks to
issue a Return Material Authorization ("RMA") number prior to shipment. Each RMA number will be uniquely identified to
End User Support Agreement — October 2023
Page 4 of 6
Agreement No. 6776
track the processing of the returned Hardware. Hardware RMA is subject to the Palo Alto Networks RMA Process and Policy
("RMA Policy") found at
htt S: www. aloaltonetworks.com content dani are, en US assets df dataslaeets su ort rma- uocess-�aoBic . df'.
a. Return and Repair
You shall obtain a RMA number for the Hardware that you wish to return to Palo Alto Networks by contacting Support
via telephone or the Support Portal. Support will work with you to confirm the Hardware problem and issue a RMA
number to be used to ship the Hardware back to Palo Alto Networks. You shall repackage the Hardware in the original
packaging (shipping damage that occurs from insufficient packaging is not covered), note the RMA number on the
shipping label and ship the Hardware to the specified Palo Alto Networks location. You will be responsible for all shipping
costs incurred in returning the defective Hardware to Palo Alto Networks. Hardware will be repaired (or replaced) and
shipped within 10 business days from receipt of the defective Hardware by Palo Alto Networks. Palo Alto Networks will
pay all shipping costs incurred in shipping the repaired or replacement Hardware to you, except that if you are located
outside the United States, you will be responsible for any taxes, duties, fees or other charges assessed in connection
with importing the repaired or replaced Hardware into your country of destination.
b. Advance Replacement
You shall obtain an RMA number for the Hardware that you wish to return to Palo Alto Networks by contacting Support
via telephone or the Support Portal. Support will work with you to confirm the Hardware problem and issue an RMA
number to be used to ship the Hardware back to Palo Alto Networks. Subject to the RMA Policy, Palo Alto Networks will
use commercially reasonable efforts to attempt to deliver a replacement Hardware to you by the next business day.
Palo Alto Networks will pay all shipping costs incurred in shipping the replacement Hardware to you. Upon receipt of a
replacement Hardware, you shall return the defective Hardware to Palo Alto Networks in the replacement Hardware's
packaging (shipping damage that occurs from insufficient packaging is not covered), using the prepaid return airbill
affixed to the exterior of the shipping carton, and arranging for the designated courier service for pickup. If Palo Alto
Networks does not receive the returned Hardware within 10 business days after the delivered date of the replacement
Hardware, you will be charged current list price of the replacement Hardware.
c. 4-Hour Replacement (applicable to qualified Hardware only,
You shall obtain an RMA number for the Hardware that you wish to return to Palo Alto Networks. Support will work
with you to confirm the Hardware problem and issue a RMA number. Palo Alto Networks will use commercially
reasonable efforts to aim to deliver a replacement Hardware to you within four hours after issuance of the RMA number.
You must have an authorized representative available to accept delivery of the replacement Hardware. If Palo Alto
Networks (or its subcontractor) is unable to complete delivery because you did not have an authorized representative
available, Palo Alto Networks reserves the right to charge you for costs incurred in making a subsequent delivery.
7. YOUR OBLIGATIONS
During the term of your support contract, you must:
a. Operate at the then -supported Maintenance Release;
b. Use reasonable efforts to isolate, collect all error and log files to enable Palo Alto Networks to fulfill its obligations
herein; and
d. Notify Palo Alto Networks if you physically relocate device(s) covered by 4-Hour Replacement service to new location(s),
including verification that the relocated device(s) remain within the geographical area covered by 4-Hour Replacement
service.
Other support -related policies available at iitt s: www. aloaltonetwoi°ks.com services su ort su ort olicies.htri7'PI may
be applicable.
8. LIMITATIONS
The following services are expressly excluded from Support and Success Plans:
a. Repair or replacement of Product required as a result of causes other than normal use, including without limitation:
i. repair, maintenance or modification of the Product by persons other than Palo Alto Networks -authorized
personnel;
ii. accident or negligence of your fault;
iii. user error or misuse of the Product; or
End User Support Agreement —October 2023 Page 5 of 6
Agreement No. 6776
+�l alo ETWORKS
iv. causes external to the Product such as, but not limited to, failure of electrical systems or fire or water damage or
hardware failure, operation system software failure or any other damage and failure not caused by Palo Alto
Networks.
b. Maintenance or technical services for any third -party software or hardware, where such third -party software or
hardware was not provided by Palo Alto Networks.
c. Palo Alto Networks reserves the right not to support Products which were not purchased via an authorized Palo Alto
Networks distributor or reseller.
9. TERM AND TERMINATION
This EUSA is effective until terminated or, as applicable, in accordance with the term of your Support or Success Plan. Palo
Alto Networks will send you renewal reminders in advance of the expiration date(s) of the applicable Support or Success
Plan. At the end of the term (and each renewal term thereafter, if any), the applicable Support or Success Plan will
automatically expire unless you renew. Either party may terminate this EUSA and the applicable Support and/or Success
Plan(s) at any time in the event the other party breaches any material term of this EUSA and fails to cure such breach within
thirty (30) days following such notice.
10. NO WARRANTY
Nothing in this EUSA shall be construed as expanding or adding to the warranty set forth in the Palo Alto Networks End User
License Apreement. PALO ALTO NETWORKS MAKES, AND YOU RECEIVE, NO WARRANTIES OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, ARISING IN ANYWAY OUT OF, RELATED TO, OR UNDERTHIS AGREEMENT OR THE PROVISION OF MATERIALS
OR SERVICES THEREUNDER, AND PALO ALTO NETWORKS SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY INCLUDING
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Note that replacement Products under section 6 may consist
of new or remanufactured parts that are equivalent to new. All Products that are returned to Palo Alto Networks and
replaced become the property of Palo Alto Networks. Palo Alto Networks shall not be responsible for your or any third
party's software, firmware, information, or memory data contained in, stored on, or integrated with any Product returned
to Palo Alto Networks for repair or upon termination, whether under warranty or not.
11. SUPPLEMENTAL TERMS AND CONDITIONS
For the supplemental terms and conditions under which Palo Alto Networks will provide technical support services for the
Cloud NGFW for AWS Products sold and/or licensed pursuant to the End User License Agreement, please see the
Supplemental End User Support Agreement available at: https://www.]2atoaltonetwworkscomZlegal/eusaZngfwawS,.
For the supplemental terms and conditions under which Palo Alto Networks will provide technical support services for AlOps
for NGFW Products sold and/or licensed pursuant to the End User License Agreement, please see the Supplemental End
User Support Agreement available at: htt s: 'www. alcaltoruetwor°ks,cown legal eusa aio s.
For the supplemental terms and conditions under which Palo Alto Networks will offer Customer Success Plan for the Prisma
Access Products in certain countries in the Asia Pacific region, please see the Supplemental End User Support Agreement
available at: Litt s: www, aloaVtonetworks.COM le al etisa risma-access-cn.
For the supplemental terms and conditions under which Palo Alto Networks will provide technical support services for
Software Firewall Orchestration Hub used for Palo Alto Networks VM-Series firewalls sold and/or licensed pursuant to the
End User License Agreement, please see the Supplemental End User Support Agreement available at:
htt s: www, aloaltonetworks.com to al 'suss automationsu ort.
End User Support Agreement— October 2023 Page 6 of 6
Agreement No. 6776
21���_, M. - �
END USER LICENSE AGREEMENT
THIS END USER LICENSE AGREEMENT ("Agreement") GOVERNS THE USE OF PALO ALTO NETWORKS PRODUCTS
(as that term "Product" is defined below).
THIS IS A LEGAL AGREEMENT BETWEEN YOU (REFERRED TO HEREIN AS "CUSTOMER", "END USER", "YOU" or "YOUR") AND
(A) PALO ALTO NETWORKS, INC., 3000 TANNERY WAY, SANTA CLARA, CALIFORNIA 95054, UNITED STATES, IF YOU ARE
LOCATED IN NORTH OR LATIN AMERICA; (B) PALO ALTO NETWORKS (UK) LTD, 22 BISHOPSGATE, LEVEL 55, LONDON, EC2N
4130, ENGLAND. IF YOU ARE LOCATED OUTSIDE NORTH OR LATIN AMERICA; OR (C) PALO ALTO NETWORKS PUBLIC SECTOR
LLC, IF YOU ARE A UNITED STATES FEDERAL GOVERNMENT ENTITY OR ORGANIZATION (EACH OF THE ENTITIES LISTED IN
(A), (B) OR (C) BEING REFERRED TO HEREIN AS "PALO ALTO NETWORKS").
BY DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PALO ALTO NETWORKS
PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL ITS
TERMS, IMMEDIATELY CEASE USING OR ACCESSING THE PRODUCT. THIS AGREEMENT GOVERNS YOUR USE OF PALO ALTO
NETWORKS PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WITHOUT LIMITATION IF ACQUIRED THROUGH PALO
ALTO NETWORKS OR AN AUTHORIZED AFFILIATE OF PALO ALTO NETWORKS, OR AN AUTHORIZED DISTRIBUTOR, RESELLER,
ONLINE APP STORE, OR CLOUD MARKETPLACE. MAINTENANCE AND SUPPORT SERVICES ARE GOVERNED BY THE END USER
SUPPORT AGREEMENT FOUND AT wwwpaloaltanietworks.com/legai/eusa WHICH IS HEREBY INCORPORATED BY
REFERENCE INTO THIS AGREEMENT.
If you use a Product for proof of concept, trial, evaluation or other similar purpose ("Evaluations"), you may do so for 30
days only unless Palo Alto Networks issues an extension. Palo Alto Networks reserves the right to terminate Evaluations at
anytime. Upon expiration or termination of the Evaluation, you shall cease using the Product(s) provided for Evaluation and
must return any Evaluation Hardware to Palo Alto Networks in the same condition as when first received, except for
reasonable wear and tear. For Evaluations and products provided pursuant to a Product Donation Agreement, only sections
1, 2, 3, 7, 9, 10, and 11 of this Agreement shall apply, as well as section 6 for products provided pursuant to a Product
Donation Agreement, and PALO ALTO NETWORKS DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT OF THIRD -PARTY RIGHTS, MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE.
1. DEFINITIONS
"Affiliate" means any entity that Controls, is Controlled by, or is under common Control with Customer or Palo Alto
Networks, as applicable, where "Control" means having the power, directly or indirectly, to direct or cause the direction of
the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise.
Customer acknowledges and authorizes Palo Alto Networks' use of all Palo Alto Networks Affiliates to deliver Products and
Services.
"End User Data" means data that is provided by or on behalf of You to Palo Alto Networks during the relationship governed
by this Agreement. For the avoidance of doubt, End User Data does not include Systems Data.
"Enterprise Program" means a volume usage arrangement, valid for a specified term, during which End User may access
certain Software, Subscriptions, and/or related technical support.
"Hardware" means hardware -based products listed on Palo Alto Networks' then -current price list or supplied by Palo Alto
Networks regardless of whether a fee is charged for such hardware.
"Product" means, collectively, Hardware, Software, Subscription, or any combination thereof, regardless of whether or not
the Product was procured under an Enterprise Program.
"Published Specifications" mean the applicable user manual, the WildFire Acceptable Use Policy found at
https://www.paIoa[tonetworks.com/resources/datasheets/wildfire-acceptable-use-policy, the applicable Service Level
Agreement found at https://www.paloaltonetworks.com/services/support/support-policies.html , and other corresponding
materials published by Palo Alto Networks that are customarily made available to End Users of the applicable Product.
"Software" means any software embedded in Hardware and any standalone software that is provided without Hardware,
including updates, regardless of whether a fee is charged for the use of such software.
End User License Agreement - August 2023 Page 1 of 8
Agreement No. 6776
"Subscription(s)" means Software -as -a -Service and cloud -delivered security services, including updates, provided by Palo
Alto Networks including, but not limited to, Cortex, Prisma, Advanced Threat Prevention, Advanced URL Filtering, Advanced
WildFire, regardless of whether a fee is charged for its use. Technical support, customer success plans, and professional
services are not considered Subscriptions under this Agreement.
"Systems Data" means data generated or collected in connection with Your use of the Products, such as logs, session data,
telemetry data, support data, usage data, threat intelligence or actor data, statistics, netflow data, potentially malicious
files detected by the Product, and derivatives thereof.
2. USE AND RESTRICTIONS
a. .Software Use_Riphts
This section 2a applies to Software only. Subject to your compliance with this Agreement, Palo Alto Networks grants you a
limited, royalty -free, non-exclusive right to use the Software:
i. in accordance with Published Specifications for the Product;
ii. solely within the scope of the use rights purchased (e.g., number of users);
iii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and
iv. through your third -party contractor providing IT services solely for your benefit, subject to their compliance with
this Agreement.
All other rights in the Software are expressly reserved by Palo Alto Networks.
b. Access to Subscriptions, '
This section 2b applies to Subscriptions only. During the term of the Subscriptions purchased and subject to your
continuous compliance with this Agreement, Palo Alto Networks will use commercially reasonable efforts to make them
available 24 hours a day, 7 days a week except for published downtime or any unavailability caused by circumstances
beyond our control including, but not limited to, a force majeure event described in section 11g below. Palo Alto Networks
grants you a non-exclusive right to access and use the Subscriptions:
i. in accordance with Published Specifications for the Product;
H. solely within the usage capacity purchased (e.g., number of workloads);
iii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and
iv. through your third -party contractor providing IT services solely for your benefit, subject to their compliance with
this Agreement.
All other rights to the Subscriptions are expressly reserved by Palo Alto Networks.
C. Use Restrictions
You shall not:
i. use any Product that is procured under a Lab or NFR (not for resale) SKU in a production environment;
ii. use the Products beyond the scope of the use right and/or capacity purchased;
iii. modify, translate, adapt or create derivative works from the Products, in whole or in part;
iv. disassemble, decompile, reverse engineer or otherwise attempt to derive or create derivative works of the source
code, methodology, analysis, or results of the Products, in whole or in part, unless expressly permitted by and only to
the extent of applicable law in the jurisdiction of use despite this prohibition;
v. remove, modify, or conceal any product identification, copyright, proprietary or intellectual property notices or
other such marks on or within the Product;
vi. disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you
(or a third -party contracted by you) run on the Products, in whole or in part;
vii. Transfer, sublicense, or assign your rights under this Agreement to any other person or entity except as expressly
provided in section 2d below, unless expressly authorized by Palo Alto Networks in writing;
viii. sell, resell, sublicense, rent, lease, loan, assign, or otherwise transfer the Products or any rights or interests in the
Products to any third party except in accordance with the express terms herein. Products purchased from unauthorized
resellers or other unauthorized entities shall be subject to the Palo Alto Networks license transfer procedure
(httos:Uwww,12aloa!ltonetworks.com/support/s,u art- olicies seconder -market olic .ht�nf);
ix. use Software that is licensed for a specific device, whether physical or virtual, on another device, unless expressly
authorized by Palo Alto Networks in writing;
x. duplicate or copy the Software, its methodology, analysis, or results unless specifically permitted in accordance
with Published Specifications for such Software, or for the specific purpose of making a reasonable number of archival
End User License Agreement - August 2023 Page 2 of 8
Agreement No. 6776
or backup copies, and provided in each case that you reproduce in the copies the copyright and other proprietary
notices or markings that appear on the original copy of the Software as delivered to you;
xi. use the Subscriptions to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to
store or transmit material in violation of third -party privacy or intellectual property rights;
xii. use the Subscriptions in any manner not authorized by the Published Specifications for the Product;
xiii. interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the
Subscriptions, their related systems or networks, or any third -party data contained therein; or
xiv. provide access to or otherwise make the Products or the functionality of the Products available to any third party
through any means, including without limitation, by uploading the Software to a network or file -sharing service or
through any hosting, managed services provider, service bureau or other type of service unless specifically permitted
by the Published Specifications or agreed otherwise in a separate managed services agreement with Palo Alto
Networks.
d. Affiliates
If you purchase Product for use by your Affiliate, you shall:
i. provide the Affiliate with a copy of this Agreement;
ii. ensure that the Affiliate complies with this Agreement;
iii. be responsible and liable for any breach of this Agreement by such Affiliate; and
iv. where applicable, be responsible and liable for any local law that imposes any tariffs, fees, penalties, or fines
arising from your Affiliates' use of the Product in such jurisdictions.
e. Authentication Credentials
You shall keep accounts and authentication credentials providing access to Products secure and confidential. You must
notify Palo Alto Networks without undue delay about any misuse of your accounts or authentication credentials.
3. OWNERSHIP
Palo Alto Networks and its licensors/suppliers retain all rights to intellectual and intangible property relating to the Product,
including but not limited to copyrights, patents, trade secret rights, database rights, trademarks and any other intellectual
property rights therein unless otherwise indicated. You shall not delete or alter the copyright, trademark, or other
proprietary rights notices or markings that appear on the Product. Your rights to use the Product are limited to those
expressly granted in this Agreement. All rights not expressly granted are retained by Palo Alto Networks and/or its
licensors/suppliers. To the extent you provide any suggestions or comments related to the Products, Palo Alto Networks
shall have the right to retain and use any such suggestions or comments in current or future products or subscriptions,
without your approval or compensation to you.
4. OVERUSE.
Fees which are payable in advance for volume or capacity usage Subscriptions (e.g., number of accounts, credits, endpoints,
devices, points, seats, terabytes of data, tokens, users, workloads, etc.) must be reconciled with your actual usage at the
end of each month or quarter for any volume or capacity -based Subscriptions. Palo Alto Networks (or, where applicable,
the relevant Palo Alto Networks Affiliate) reserves the right to perform true -up reconciliation and charge (via the applicable
Palo Alto Networks Affiliate or your authorized reseller or cloud marketplace) for any such usage above the volume or
capacity purchased. Unless agreed otherwise in writing, this calculation will be based on the Palo Alto Networks' then
current price list. You will issue a non -cancellable, non-refundable and non -returnable purchase order for such overuse
within ten (10) days from the occurrence of such overuse and pay as invoiced. If payment is not received in a timely fashion
for such overuse, Palo Alto Networks shall terminate or suspend your use of such Subscriptions in accordance with Section
5.b., below.
5. TERM; TERMINATION OR SUSPENSION; AND EFFECT OF TERMINATION
a. Term.
This Agreement is effective for the duration of the order (specifically for the Software, Subscription or Support Service
term) to which this Agreement relates, subject to earlier termination according to this Agreement, including without
limitation any extension of such order involving a purchase that increases the quantity initially ordered (e.g. additional
capacity).
b. Termination; Suspension
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Agreement No. 6776
i. Palo Alto Networks may terminate this Agreement at anytime in the event you breach any material term,
including but not limited to exceeding the use or capacity restrictions (Section 2 above) as purchased or as stated in
applicable Published Specifications, and fail to cure such breach within thirty (30) days following notice.
ii. Palo Alto Networks may, at its discretion, terminate or suspend your access to or use of Software or
Subscriptions or Support Services if you are in default with any payment obligations concerning the Product or Support
Services due to Palo Alto Networks, a cloud service provider marketplace, an authorized reseller, or to any third -party
finance company that financed the purchase of the Product on your behalf.
iii. In addition to the termination rights set forth above, Palo Alto Networks reserves the right to suspend
Customer's access to or use of Software or Subscriptions or Support Services if Palo Alto Networks reasonably believes that
Customer is using the services in manner or for a purpose that is likely to cause harm to Palo Alto Networks or a third party.
C. Effects of Termination
Upon termination, you shall immediately cease using the Product and in case of Software and/or Subscriptions, Palo Alto
Networks shall terminate your use of or access to any Subscriptions and access to Support Services. At Palo Alto Network's
discretion, you shall destroy or return to Palo Alto Networks all copies of Palo Alto Networks' Confidential Information.
6. WARRANTY, EXCLUSIONS AND DISCLAIMERS
a. Warrantv
Palo Alto Networks warrants that:
i. Hardware shall be free from defects in material and workmanship for one (1) year from the date of shipment;
ii. Software shall substantially conform to Palo Alto Networks' Published Specifications for three (3) months from the
date of fulfillment; and
iii. Subscriptions shall perform materially to Published Specifications for the duration of the selected term.
As your sole and exclusive remedy and Palo Alto Networks' and its suppliers' sole and exclusive liability for breach of this
warranty, Palo Alto Networks shall, at its option and expense, repair or replace the Hardware or correct the Software or the
Subscriptions, as applicable.
All warranty claims must be made within ten (10) days from the detection of a suspected defect /discrepancy in writing
during the warranty period specified herein, if any. If after using commercially reasonable efforts, Palo Alto Networks,
determines in its sole discretion, that it is unable to repay or replace the Product, Customer will be entitled to a refund of
the fees paid by the Customer for that portion of the Product that did not comply with the warranty.
Replacement Products may consist of new or remanufactured parts that are equivalent to new. All Products that are
returned to Palo Alto Networks and replaced become the property of Palo Alto Networks. Palo Alto Networks shall not be
responsible for your or any third party's software, firmware, information, or memory data contained in, stored on, or
integrated with any Product returned to Palo Alto Networks for repair or upon termination, whether under warranty or not.
You will pay the shipping costs for return of Products to Palo Alto Networks. Palo Alto Networks will pay the shipping costs
for repaired or replaced Products back to you.
b. Exclusions
The warranty set forth above shall not apply if the failure of the Product results from or is otherwise attributable to:
i. repair, maintenance or modification of the Product by persons other than Palo Alto Networks or its designee;
ii. accident, negligence, abuse or misuse of a Product;
iii. use of the Product other than in accordance with Published Specifications;
iv. improper installation or site preparation or your failure to comply with environmental and storage requirements
set forth in the Published Specifications including, without limitation, temperature or humidity ranges; or
v. causes external to the Product such as, but not limited to, failure of electrical systems, fire or water damage.
C. Disclaimers
EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
PRODUCTS ARE PROVIDED "AS IS". PALO ALTO NETWORKS, ITS LICENSORS, AND ITS SUPPLIERS MAKE NO OTHER
WARRANTIES AND EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING
OUT OF COURSE OF DEALING OR USAGE OF TRADE. PALO ALTO NETWORKS DOES NOT WARRANT THAT (1) THE PRODUCTS
WILL MEET YOUR REQUIREMENTS, (II) THE USE OF PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE, OR (III) THE
PRODUCTS WILL PROTECT AGAINST ALL POSSIBLE THREATS WHETHER KNOWN OR UNKNOWN.
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Agreement No. 6776
7. LIMITATION OF LIABILITY
a. Disclaimer of Indirect Damages
To the fullest extent permitted by applicable law, in no event shall either party or Palo Alto Networks' suppliers be liable for
any special, indirect, incidental, punitive, exemplary or consequential damages of any kind (including but not limited to loss
of business, goodwill, data, profits, or use or for the cost of procuring substitute products, services or other goods), arising
out of or relating to the Products to which this Agreement relates, regardless of the theory of liability and whether or not
each party was advised of the possibility of such damage or loss.
b. Direct Damages
To the fullest extent permitted by applicable law, in no event shall the total liability of either party or Palo Alto Networks'
suppliers, from all claims or causes of action and under all theories of liability arising out of or relating to the Products to
which this Agreement relates, exceed the greater of one million United States dollars or the total amount you paid for the
entire term of the Subscription or Enterprise Program on which the claim is based. The foregoing limitation in this section
8b shall not apply to liability arising from:
L death or bodily injury;
ii. sections 2 (Use and Restrictions) and 8 (Indemnification); and
iii. Customer's payment obligations for the Product and related services, if any.
8. INDEMNIFICATION
a. Indemnification and Procedure
Palo Alto Networks will defend, at its expense, any third -party action or suit against you alleging that a Product infringes or
misappropriates such third party's patent, copyright, trademark, database right, trade secret or other intellectual or
intangible property right (a "Claim"), and Palo Alto Networks will pay damages awarded in final judgment against you or
agreed to in settlement by Palo Alto Networks to the extent attributable to any such Claim; provided that you (i) promptly
notify Palo Alto Networks in writing of the Claim; (ii) give Palo Alto Networks sole control of the defense and settlement of
the Claim; and (iii) reasonably cooperate with Palo Alto Networks' requests for assistance with the defense and settlement
of the Claim. Palo Alto Networks will not be bound by any settlement or compromise that you enter into without Palo Alto
Networks' prior written consent.
b. Remedy
If a Product becomes, or in Palo Alto Networks' opinion is likely to become, the subject of a Claim, then Palo Alto Networks
may, at its sole option and expense:
i. procure the right for you to continue using the Product;
ii. replace or modify the Product to avoid the Claim; or
iii. if options (i) and (ii) cannot be accomplished despite Palo Alto Networks' reasonable efforts, then Palo Alto
Networks may accept return of the Product and grant you credit for the price of the Product as depreciated on a
straight-line five (5) year basis, commencing on the date you received such Product or, for Subscriptions, grant you
credit for the portion of the Subscription paid but not used.
C. Exceptions
Palo Alto Networks' obligations under this section 8 shall not apply to the extent any Claim results from or is based on:
L modifications to a Product made by a party other than Palo Alto Networks or its designee;
ii. the combination, operation, or use of a Product with hardware or software not supplied by Palo Alto Networks, if a
Claim would not have occurred but for such combination, operation or use;
iii. failure to use (1) the most recent version or release of a Product, or (2) an equally compatible and functionally
equivalent, non -infringing version of a Product supplied by Palo Alto Networks to address such Claim;
iv. Palo Alto Networks' compliance with your explicit or written designs, specifications or instructions; or
v. use of a Product not in accordance with Published Specifications.
THE FOREGOING TERMS STATE PALO ALTO NETWORKS' SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE
REMEDY FOR ANY THIRD -PARTY CLAIMS OF INTELLECTUAL AND INTANGIBLE PROPERTY INFRINGEMENT OR
MISAPPROPRIATION.
9. CONFIDENTIALITY
"Confidential Information" means the non-public information that is exchanged between the parties, provided that such
information is identified as confidential at the time of initial disclosure by the disclosing party ("Discloser"), or disclosed
under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by
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Agreement No. 6776
the party receiving such information ("Recipient"). Confidential Information does not include Systems Data. Confidential
Information also does not include information that Recipient can prove by credible evidence:
i. was in the public domain at the time it was communicated to Recipient;
ii. entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient;
iii. was in Recipient's possession free of any obligation of confidentiality at the time it was communicated to
Recipient;
iv. was disclosed to Recipient free of any obligation of confidentiality; or
v. was developed by Recipient without use of or reference to Discloser's Confidential Information.
Each party will not use the other party's Confidential Information, except as necessary for the performance of this
Agreement, and will not disclose such Confidential Information to any third party, except to those of its employees and
subcontractors who need to know such Confidential Information for the performance of this Agreement, provided that
each such employee and subcontractor is subject to use and disclosure restrictions that are at least as protective as those
set forth herein. Recipient shall maintain the confidentiality of Discloser's Confidential Information using the same effort
that it ordinarily uses with respect to its own confidential information of similar nature and importance, but no less than
reasonable care. The foregoing obligations will not restrict Recipient from disclosing Discloser's Confidential Information:
a. pursuant to an order issued by a court, administrative agency, or other governmental body, provided that the
Recipient gives reasonable notice to Discloser to enable it to contest such order;
b. on a confidential basis to its legal or professional financial advisors; or
C. as required under applicable securities regulations.
The foregoing obligations of each Party shall continue for the period terminating three (3) years from the date on which the
Confidential Information is last disclosed, or the date of termination of this Agreement, whichever is later.
10. END USER DATA AND SYSTEMS DATA
a. End User Data
Palo Alto Networks and its Affiliates will process End User Data solely for the purposes of fulfilling its obligations under the
terms of this Agreement. To the extent Palo Alto Networks and its Affiliates processes personal data, as defined by applicable
data protection laws, such personal data will be processed in accordance with the Data Processing Addendum which is
incorporated by reference herein.
b. Systems Data
Palo Alto Networks may use Systems Data to provide Products and services to You, to improve Products and services, to
develop new Products and services, to manage our relationship with You, and for threat research purposes. Palo Alto
Networks will not disclose to any unaffiliated third -party Systems Data that identifies You, Your customers or end users,
except to the extent required to comply with applicable law or valid order of a court or government agency of competent
jurisdiction.
11. GENERAL
a. Asswgnment
Neither party may assign or transfer this Agreement or any obligation herein without the prior written consent of the other
party, except that, upon written notice, Palo Alto Networks may assign or transfer this Agreement or any obligation herein
to its Affiliate, or an entity acquiring all or substantially all assets of Palo Alto Networks, whether by acquisition of assets or
shares, or by merger or consolidation without your consent. Any attempt to assign or transfer this Agreement (except as
permitted under the terms herein) shall be null and of no effect. For purposes of this Agreement, a change of Control will
be deemed to be an assignment. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of
the successors and assigns of the parties.
b. Audifinp EndUser Compliance
You shall retain records pertaining to Product usage. You grant to Palo Alto Networks and its independent advisors the right
to examine such records no more than once in any twelve-month period solely to verify compliance with this Agreement. In
the event such audit reveals non-compliance with this Agreement, you shall promptly pay the appropriate fees, plus
reasonable audit costs, as determined by Palo Alto Networks.
C. Authorization Codes; Grace Periods
Where applicable, you will be able to download Software via the server network located closest to you. Your Product may
require an authorization code to activate or access Subscriptions and support. The authorization codes will be issued at the
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Agreement No. 6776
time of order fulfillment. The Subscription, warranty or support term will commence in accordance with the grace period
policy at htt s: www. aloaltonetworks.com su ort su ort- olicies race- eriod,html
d. Compliance with Laws; Export Control
You shall comply with all applicable laws in connection with your activities arising from this Agreement. You further agree
that you will not engage in any illegal activity, and you acknowledge that Palo Alto Networks reserves the right to notify you
or appropriate law enforcement in the event of such illegal activity. Both parties shall comply with the U.S. Export
Administration Regulations where applicable, and any other applicable export laws, restrictions, and regulations to ensure
that the Product and any technical data related thereto is not exported or re-exported directly or indirectly in violation of or
used for any purposes prohibited by such laws and regulations.
e. Cumulative Remedies
Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies will be without prejudice
to any other remedies under this Agreement or otherwise.
f. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and
supersedes all prior written or oral agreements, understanding and communications between them with respect to the
subject matter hereof. Any terms or conditions contained in your purchase order or other ordering document that are
inconsistent with, in addition to, or purport to vary the terms and conditions of this Agreement are hereby rejected by Palo
Alto Networks and shall be deemed null and of no effect.
g. Force Nia)eure
Palo Alto Networks shall not be responsible for any cessation, interruption, or delay in the performance of its obligations
hereunder due to earthquake, flood, fire, storm, natural disaster, epidemic or pandemic, act of God, war, terrorism, armed
conflict, labor strike, lockout, boycott, availability of network and telecommunications services or other similar events
beyond its reasonable control.
h. Governing Law
If you are located in North or Latin America, this Agreement shall be governed by and construed in accordance with the
laws of the state of California, excluding its conflict of laws principles. Any legal action or proceeding arising under this
Agreement will be brought exclusively in the state or federal courts located in Santa Clara County, California. If you are
located outside North or Latin America, this Agreement shall be governed by and construed in accordance with the laws of
England and Wales, excluding its conflict of laws principles. Any legal action or proceeding arising under this Agreement will
be brought exclusively in the courts of London, England. The United Nations Convention on Contracts for the International
Sale of Goods shall not apply.
i. Headings
The headings, including section titles, are given solely as a convenience to facilitate reference. Such headings shall not be
deemed in any way material or relevant to the construction or interpretation of this document or any of its provisions.
j. Notices
All notices shall be in writing and delivered:
i. for Customer, to the e-mail set forth on the Customer's website and to an officer of Customer, or as otherwise
provided by Customer to Palo Alto Networks for the purpose of effectuating written notices.
ii. for Palo Alto Networks: legal@paloaltonetworks; or,
iii. for either party, by overnight delivery service or by certified mail sent to the address published on the
respective parties' websites or the address specified on the relevant order document (attention: Legal Department), and in
each instance will be deemed given upon receipt.
k. O en -Source Software
The Products may contain or be provided with components subject to the terms and conditions of open -source software
licenses ("Open -Source Software"). A list of Open -Source Software can be found at
htt s: w . aloailtonetworks.com documentation oss-listen s oss-lustin s.htmt. These Open -Source Software license
terms are consistent with the rights granted in section 2 (Use and Restrictions) and may contain additional rights benefiting
you. Palo Alto Networks represents and warrants that the Product, when used in conformance with this Agreement, does
not include Open -Source Software that restricts your ability to use the Product nor requires you to disclose, license, or
make available at no charge any material proprietary source code that embodies any of your intellectual property rights.
1. Reci rocal Waiver of Claims Related. to United States SAFETY Act
Where a Qualified Anti -terrorism Technology (the "QATT") has been deployed in defense against, response to or recovery
from an "act of terrorism" as that term is defined under the SAFETY Act, Palo Alto Networks and End User agree to waive all
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Agreement No. 6776
claims against each other, including their officers, directors, agents or other representatives, arising out of the
manufacture, sale, use or operation of the QATT, and further agree that each is responsible for losses, including business
interruption losses, that it sustains, or for losses sustained by its own employees resulting from an activity arising out of
such act of terrorism.
M. MjLketinZ
Customer hereby grants to Palo Alto Networks the right to use Customer's name, logo and related marks in marketing and
sales materials and communications solely to identify Customer as a Palo Alto Networks customer. Other than as expressly
stated herein, neither party shall use the other party's name, logo or trademarks without the prior written permission of
the other party.
n. Survival
Sections regarding license restrictions, ownership, term and termination, U.S. Government End Users, limitations of liability,
governing law, and this General section shall survive termination of this Agreement.
o. Waiver and everability
The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of
that or any other provision. Any waiver or amendment of any provision of this Agreement will be effective only if in writing
and signed by authorized representatives of both parties. If any provision of this Agreement is held to be unenforceable or
invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and
effect.
p. U.S. Government End Users
This section applies to United States Government end users only and does not apply to any other end users. The Software
and its documentation are "commercial computer software" and "commercial computer software documentation,"
respectively; as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and its documentation are
being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through
227.7202-4, as applicable, the U.S. Government's rights in the Software and its documentation shall be as specified in
this Agreement. If any term or condition set forth in this Agreement:
i. allows for the automatic termination of the Government's license rights or maintenance of services;
ii. allows for the automatic renewal of services and/or fees;
iii. allows for the Government to pay audit costs; and/or
iv. requires the governing law to be anything other than Federal law, then such term and condition shall not apply to the
U.S. Government but shall continue to apply to prime contractors and subcontractors of the Government.
Furthermore, nothing contained in this Agreement is meant to diminish the rights of the U.S. Department of Justice as
identified in 28 U.S.C. Section 516. Finally, to the extent any term and condition set forth in this Agreement is contrary to
U.S. Federal procurement law, then such term and condition shall not apply to the U.S. Government but shall continue to
apply to prime contractors and subcontractors of the government.
q. WildFire: U,S. Government.
Where End User is a U.S. Government contractor using or accessing WildFire: U.S. Government malware prevention service,
End User certifies that now and so long as it uses or accesses WildFire: U.S. Government service:
i. only U.S. citizens will be permitted to access WildFire: U.S. Government for administration and configuration;
ii. End User holds an active contract or subcontract with the U.S. Federal Government and has a need to exchange e-
mail, documents and other forms of communication with the U.S. Federal Government under a contract or
subcontract;
iii. End User shall cease using or accessing WildFire: U.S. Government when it no longer has an active contract or
subcontract with the U.S. Federal Government; and
iv. End User will abide by the confidentiality provisions contained within this Agreement.
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