Arctic Wolf Networks Inc - FY2020-058 MASTER SOLUTIONS AGREEMENT
This Master Solution Agreement(the"Agreement")is entered into by and between Arctic Wolf Networks,Inc.,a Delaware corporation ("Artic
Wolf")and City of Rancho Palos Verdes,a general law city&municipal corporation(the"City")and governs any executed order forms, quotes,
or other ordering document ("Order Form(s)")that reference this Agreement.Order Forms may be issued to City by Arctic Wolf Networks, Inc.
("Arctic Wolf")or an Arctic Wolf authorized partner("Authorized Partner").This Agreement is effective on the date last executed in the signature
block below (the "Effective Date"). This Agreement permits City to purchase subscriptions to the Solutions identified in the Order Form from
Arctic Wolf or such Authorized Partner and sets forth the terms and conditions under which those Solutions will be delivered. The Agreement
consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this
Agreement. If there is a conflict between the terms below,the Order Form,or the terms set forth in an URL referenced herein,the documents will
control in the following order, unless specifically indicated otherwise:the Order Form,this Master Solutions Agreement,and the terms located at
any URL referenced in this Agreement.
In consideration of the mutual covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency
of which are hereby acknowledged,the parties agree as follows:
1. Scope. City will purchase and Arctic Wolf will provide the specific products and services ("Solutions") set forth on an executed Order
Form.A Solution may consist of hardware equipment("Equipment"),a cloud service offering("Service"),software,including any add-ons offering
enhanced features and functionality(collectively,the"Software"),and/or professional services("Professional Services"),all of which are more
fully described herein. Each Solution is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription
Term")for the one-time and subscription fees set forth therein (the"Fees"). City may access and use the Solutions, and any Documentation
associated therewith, solely for its own internal business purposes and in accordance with the terms and conditions of this Agreement, such
associated Documentation, any scope of use restrictions designated in the applicable Order Form, and the Solutions Terms found at
www.arcticwolf.com/terms/solutionsterms,as may be updated from time to time by Arctic Wolf."Documentation"means user manuals,training
materials, product descriptions and specifications and other printed information relating to the Arctic Wolf Solution, as in effect and generally
available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials.
2. Equipment. If the Order Form specifies that City will receive Equipment, then City is responsible for installing the Equipment at the
location(s)specified by Arctic Wolf.The Equipment is a part of the Solutions and loaned to City by Arctic Wolf, not sold. City acknowledges that
if City attempts to install or use the Equipment at a location other than specified by Arctic Wolf,the Solutions may fail to function or may function
improperly.Other than normal wear and tear,City is directly responsible for loss,repair,replacement and other costs,damages,fees and charges
during the Subscription Term and if City does not return the Equipment to Arctic Wolf in an undamaged condition.City is responsible for all costs
associated with shipping the Equipment back to Arctic Wolf upon termination of the Subscription Term.City understands and agrees that should
City elect to use Equipment outside the U.S.,additional charges may apply for the shipping, export,and/or import of the Equipment.
3. Professional Services. Certain Arctic Wolf Solutions may require Professional Services, such as onboarding, or may be stand-alone
offerings, and any such Professional Services shall be specified on an applicable Order Form.
4. Software and Services. Provided City is in full compliance with the terms of this Agreement, Arctic Wolf grants to City a limited, non-
transferable, non-sublicensable,non-exclusive license during the Subscription Term to(i)install the object code form of the Software, but only in
connection with City's use of the Solutions and otherwise in accordance with the Documentation,this Agreement,and the Solution Terms located
at www.arcticwolf.com/terms/solutionterms,as may be updated from time-to-time and a copy of which in effect as of the Effective Date is attached
hereto as Exhibit A,(ii)use Arctic Wolf s third party cloud service providers in conjunction with City's use of the Solution,and(iii)access the Arctic
Wolf City Portal, subject to the Privacy Policy located at https://arcticwolf.com/privacy-policy-for-customer-portal-users/,as may be updated from
time-to-time. City Data will be retained in accordance with the Solutions Terms. City must implement Software and Services in order to enable
features of the Solutions. City acknowledges that any changes made to the City's infrastructure or configuration of the Solutions after initial
deployment may cause the Solutions to cease working or function improperly and that Arctic Wolf will have no responsibility for the impact of any
such City changes.
5. Reservation of Rights and Ownership.Arctic Wolf owns,or has the right to license, the Solutions, and any associated Documentation
("Arctic Wolf Technology"). City acknowledges and agrees that(a)the Arctic Wolf Technology is protected by United States and international
copyright,trademark, patent,trade secret and other intellectual property or proprietary rights laws, (b)Arctic Wolf retains all right,title and interest
(including,without limitation,all patent,copyright,trade secret and other intellectual property rights)in and to the Arctic Wolf Technology,excluding
any rights, title, and interest in any Third Party Products(as defined in Section 12.3 below)which shall be retained by its third party licensor(s),
any other deliverables,any and all related and underlying technology and any derivative works or modifications of any of the foregoing,including,
without limitation, any Feedback, (c)there are no implied licenses and any rights not expressly granted to City hereunder are reserved by Arctic
Wolf, (d)the Solution, excluding Professional Services, is licensed on a subscription basis, not sold, and City acquires no ownership or other
interest (other than the license rights expressly stated herein) in or to the Arctic Wolf Technology, and(e)the Solution is offered as an on-line,
hosted solution, and City has no right to obtain a copy of the Software . Feedback includes suggestions,comments or other feedback("Feedback")
provided to Arctic Wolf by City with respect to the Solutions.
6. Restrictions, Responsibilities,Warranties,Prohibited Use,and City Data.
6.1 Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works based on the Arctic Wolf
Technology, (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Solutions,
except to the extent expressly permitted by applicable law(and then only upon advance notice to Arctic Wolf); (iii) interfere with or disrupt the
integrity or performance of the Solutions or the data contained therein or block or disrupt any use or enjoyment of the Solutions by any third party,
(iv)attempt to gain unauthorized access to the Solution or their related systems or networks or(v) remove or obscure any proprietary or other
notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology.City agrees to abide by
the terms of the Acceptable Use Policy at http://www.arcticwolf.com/terms/acceptableuse,as may be updated from time-to-time.If Arctic Wolf,in
its reasonable discretion, determines that City's use of the Solutions imposes an unreasonable or disproportionately large load on Arctic Wolf's
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infrastructure or that City is abusing its use of the Solutions, Arctic Wolf may, in addition to any other right herein, temporarily suspend City's
access to the Solutions until such activity is rectified. If commercially practicable, Arctic Wolf shall provide City with notice prior to any such
suspension and shall work with City in good faith to reinstate the Solutions promptly.
6.2 Arctic Wolf Responsibilities.Arctic Wolf shall provide the Solutions in accordance with the terms of this Agreement,as further described
in the Solutions Terms. The Solutions provided under this Agreement shall include any updates, upgrades, bug fixes, version upgrades or any
similar changes that are made generally available to Arctic Wolf's customers free of charge from time to time during the Subscription Term.
6.3. City Responsibilities.City must identify the administrative users for its account("Administrators").Each Administrator will receive an
administrator ID and password and will need to register with Arctic Wolf. City is responsible for notifying Arctic Wolf about changes to
Administrators, including but not limited to termination, change of authority, and the addition of Administrators. City acknowledges and agrees
that Administrators will be able to view all City Data and other traffic and activities that occur on City's network and that City is responsible for all
activities that occur under Administrator accounts.Administrator IDs are granted to individual, named persons and cannot be shared or used by
more than one Administrator but may be reassigned from time to time to new Administrators.City represents and warrants that it shall(i)obtain
any licenses and/or consents necessary for Arctic Wolf to perform its obligations under this Agreement,(ii)be responsible for ensuring the security
and confidentiality of all Administrator IDs and passwords, (iii)use commercially reasonable efforts to prevent unauthorized access to, or use of,
the Solutions, (iv) notify Arctic Wolf promptly of any unauthorized use of the Solutions or any breach, or attempted breach, of security of the
Solutions, (v)not use the Solutions in a manner that would violate applicable laws or regulations,and(vi)use of the Solutions and the transfer of
any City Data to Arctic Wolf will not be used for any fraudulent purposes.City acknowledges and agrees that the Solutions may consume additional
CPU and memory in City's environment while in running in production.
6.4 Prohibited Use. Because City may access the Solutions from anywhere in the world, it is City's responsibility to ensure that City has
the right to access and use the Solutions where City is located.City represents and warrants that City is not a Prohibited Person nor owned or
controlled by a Prohibited Person."Prohibited Persons"shall mean a person or entity appearing on the lists published by the U.S.Department
of Commerce,the U.S.Department of State,the U.S. Department of Treasury or any other list that may be published by the U.S. Government,
as amended from time to time,that is prohibited from acquiring ownership or control of items under this Agreement,or with which Arctic Wolf is
prohibited from doing business.City further represents that the Solutions shall not be used for or in connection(i)with nuclear activities, (ii)in the
development of biological or chemical weapons, missiles, or unmanned aerial vehicles, (iii)to support terrorist activities, or(iv)in any other way
that would violate economic sanctions laws.City agrees to promptly notify Arctic Wolf,and terminate its use of the Solutions,if City discovers that
any of the foregoing conditions apply. Arctic Wolf may suspend any use of the Solutions it reasonably believes City may be(or is alleged to be)
in violation of the foregoing.
6.5 City agrees to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without
limiting the foregoing: (i)City represents and warrants that it is not listed on any U.S.government list of prohibited or restricted parties or located
in(or a national of)a country that is subject to a U.S.government embargo or that has been designated by the U.S.government as a"terrorist
supporting"country, (ii)City will not(and will not permit any of its users to)access or use the Solutions in violation of any U.S.export embargo,
prohibition or restriction,and(iii)City will not submit to the Arctic Wolf, directly or through the Solutions, any information that is controlled under
the U.S.International Traffic in Arms Regulations.
7. Fees,Payment,Taxes,and Audit.
7.1.[INTENTIONALLY OMITTED]
7.2 For purchases made by City through a partner authorized and licensed to sell and/or deliver Arctic Wolf Solutions(an"Authorized Partner"),
the order form or other equivalent transaction document containing terms related to this Section 7,Fees,Payment,Taxes,Audit,and other terms,
as may be applicable,shall be between City and the Authorized Partner.Notwithstanding the foregoing,City understands and agrees that should
City fail to remit payments to any Partner when due or if City terminates or suspends its business,becomes subject to any bankruptcy or insolvency
proceeding under federal or state or similar statute that is not dismissed within sixty(60)days, or becomes insolvent or subject to direct control
by a trustee, receiver,or similar authority,Arctic Wolf may immediately terminate this MSA without any further obligation or liability.
8. Compliance with Laws. Each party represent and warrant that, during the term of this Agreement, the parties will comply with all
foreign, federal, state and local statutes, laws, orders, rules, regulations and requirements, including those of any governmental (including any
regulatory or quasi-regulatory) agency applicable to such party as it pertains to its performance obligations herein and, in the case of City, in
connection with its use of the Solutions.
9. Confidentiality.Either party(as a"Discloser")may disclose confidential and proprietary information,orally or in writing("Confidential
Information")to the other party(as a"Recipient").All such information shall be marked with a restrictive legend of the Discloser or reasonably
understood to constitute confidential information. Notwithstanding the foregoing, contract terms relating to City Data shall be set forth in Section
10.Notwithstanding the marking requirements of this Section,City acknowledges that the following constitutes Confidential Information of Arctic
Wolf:any trade secrets,know-how,inventions(whether or not patentable),techniques,ideas,or processes related to the Arctic Wolf Technology;
the design and architecture of the Arctic Wolf Technology;the computer code, internal documentation, and design and functional specifications
of the Arctic Wolf Technology; and any problem reports, analysis and performance information related to the Arctic Wolf Technology.Each party
agrees to hold the other party's Confidential Information in strict confidence, not to disclose such Confidential Information to third parties not
authorized by the Discloser to receive such Confidential Information, and not to use such Confidential Information for any purpose except as
expressly permitted hereunder.Each party agrees to take commercially reasonable steps to protect the other party's Confidential Information and
to ensure that such Confidential Information is not disclosed, distributed or used in violation of the provisions of this Agreement. The Recipient
may disclose Confidential Information only(a)with the Discloser's prior written consent, or(b)to those employees, officers, directors, agents,
consultants, and advisors with a clear and well-defined "need to know" purpose who are informed of and bound by the obligations of this
Agreement. Notwithstanding the foregoing. the Recipient may disclose Confidential Information to the extent required by law, including by not
limited to, the California Public Records Act. However, the Recipient will give the Discloser prompt notice to allow the Discloser a reasonable
opportunity to obtain a protective order and such Confidential Information disclosed to the extent required by law shall otherwise remain
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confidential and subject to the protections and obligations of this Agreement.The Discloser agrees that the foregoing obligations shall not apply
with respect to any information that the Recipient can document(i)is rightfully in its possession or known to it prior to receipt from the Discloser
without an obligation of confidentiality, (ii)is or has become public knowledge through no fault of the Recipient, (iii)is rightfully obtained by the
Recipient from a third party without breach of any confidentiality obligation,or(iv)is independently developed by employees of the Recipient who
had no access to Discloser's Confidential Information.Upon expiration or termination of this Agreement for any reason, and except as otherwise
provided in Section 16 below,each party shall promptly return to the other party or destroy all copies of the other party's Confidential Information
and copies, notes or other derivative material relating to the Confidential Information. Notwithstanding the foregoing,and subject to the Privacy
Policy,Arctic Wolf may retain City's name, contact names, email address,and such other necessary contact information following termination of
this Agreement for its internal business purposes, including but not limited to the improvement of its Solutions.
10. City Data.
10.1 "City Data"means operational data and other internal business information submitted by or on behalf of City to the Solutions, including,
but not limited to operational values,event logs,and usernames.As between the parties,City shall retain all right,title and interest(including any
and all intellectual property rights) in and to the City Data as provided to Arctic Wolf and the Solutions (excluding any Arctic Wolf Technology
used with the City Data).City hereby grants Arctic Wolf a non-exclusive,worldwide,royalty-free right to collect,use,copy,store,transmit, modify
and create derivative works of data City Data solely to the extent necessary to provide the Solutions to City. City is solely responsible for the
accuracy, content and legality of all City Data. City represents and warrants to Arctic Wolf that City has all necessary rights, consents and
permissions to collect, share and use all City Data as contemplated in this Agreement. City further represents and warrants that all City Data
complies with the Acceptable Use Policy. City hereby authorizes Arctic Wolf to aggregate City Data with other data so that results are non-
personally identifiable with respect to City and collect anonymous technical logs and data regarding City's use of the Solutions
("Aggregate/Anonymous Data").Notwithstanding anything to the contrary herein,such Aggregate/Anonymous Data will be deemed Arctic Wolf
Technology,which Arctic Wolf may use for any business purpose during or after the term of this Agreement,including without limitation to develop
and improve the Solutions and services and to create and distribute reports and other materials.For clarity,this Section 10.1 does not give Arctic
Wolf the right to identify City as the source of any Aggregate/Anonymous Data without City's prior written permission. City understands and
agrees that City Data may be accessed by Arctic Wolf in the US, Canada, and other parts of the world and by non-US citizens,and City hereby
consents to such access.
10.2 [INTENTIONALLY OMITTED]
10.3 California Consumer Privacy Act. The parties acknowledge and agree that Arctic Wolf is a service provider for the purposes of the
California Consumer Privacy Act("CCPA")and may receive personal information from City pursuant to this Agreement for a business purpose.
Arctic Wolf shall not sell any such personal information. Arctic Wolf shall not retain, use or disclose any personal information provided by City
pursuant to this Agreement except as necessary for the specific purpose of performing the Solutions for City pursuant to this Agreement or as
permitted by the CCPA. The terms"personal information,""service provider,""sale,"and"sell"are as defined in Section 1798.140 of the CCPA.
Arctic Wolf certifies that it understands the restrictions of this Section 10.3.
11. Indemnity.
11.1 Arctic Wolf's Indemnity. Subject to Section 11.3, Arctic Wolf will defend any third party claim or action brought against City to the
extent based on (a)the allegation that the Solutions infringe any intellectual property right(patents, utility models,design rights, copyrights and
trademarks or any other intellectual property right)having effect in the United States and (b)a breach of Customer's environment resulting from
a breach of the Software. Arctic Wolf will pay any settlements that Arctic Wolf agrees to in a writing signed by an authorized officer of Arctic Wolf
or final judgments awarded to the third party claimant by a court of competent jurisdiction.The foregoing obligations do not apply with respect to
the Solutions,or portions or components thereof,that are(a)not provided by Arctic Wolf,(b)combined with other products,processes or materials
that are not reasonably contemplated by the Documentation where the alleged infringement relates to such combination,or(c)not used by City
in strict accordance with this Agreement or the published Documentation.
11.2 [INTENTIONALLY OMITTED]
11.3 Procedures.Arctic Wolf's indemnification obligations are conditioned on the City(a)providing the Arctic Wolf with prompt written notice
of any claim, provided that the failure to provide such notice shall only limit the Arctic Wolf's obligation to indemnify to the extent that the failure
prejudices Arctic Wolf in its defense of the claim, (b) granting Arctic Wolf the sole control of the defense or settlement of the claim, and (c)
providing reasonable information and assistance to Arctic Wolf in the defense or settlement of the claim at Arctic Wolf's expense.
11.4 Options.If City's use of the Solutions has become,or in Arctic Wolf's opinion is likely to become,the subject of any claim of infringement,
Arctic Wolf may at its option and expense(a)procure for City the right to continue using and receiving the Solutions as set forth hereunder, (b)
replace or modify the Solutions to make them non-infringing,(c)substitute an equivalent for the Solutions,or(d)if Arctic Wolf,in its sole discretion,
determines that options(a)-(c)are not reasonably practicable,terminate this Agreement and refund any pre-paid unused Fees as of the effective
date of termination.
11.5 Sole Remedy. THIS SECTION 11 STATES ARCTIC WOLF'S ENTIRE RESPONSIBILITY AND CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
12. Warranty and Warranty Disclaimer.
12.1 Solutions Warranty. ARCTIC WOLF WARRANTS THAT DURING THE SUBSCRIPTION TERM AND PROVIDED THAT CUSTOMER
IS NOT IN BREACH OF THIS AGREEMENT THAT, (I)THE SOLUTIONS PROVIDED UNDER THIS AGREEMENT DO NOT INFRINGE OR
MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY,AND(II)THE SOLUTIONS SHALL SUBSTANTIALLY
PERFORM IN ALL MATERIAL RESPECTS AS DESCRIBED IN THE DOCUMENTATION.IN THE EVENT OF ANY BREACH OF THIS SECTION
12.1,ARCTIC WOLF SHALL,AS ITS SOLE LIABILITY AND CUSTOMER'S SOLE REMEDY, REPAIR OR REPLACE THE SOLUTIONS THAT
ARE SUBJECT TO THE WARRANTY CLAIM AT NO COST TO CUSTOMER OR IF ARCTIC WOLF IS UNABLE TO REPAIR OR REPLACE,
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THEN ARCTIC WOLF WILL REFUND ANY PRE-PAID FEES FOR THE SOLUTIONS,OR PARTS THEREOF, SUBJECT TO THE WARRANTY
CLAIM.EXCEPT FOR THE WARRANTY DESCRIBED IN THIS SECTION,THE SOLUTIONS ARE PROVIDED WITHOUT WARRANTY OF ANY
KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF DESIGN,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND ANY WARRANTIES OF TITLE.CUSTOMER ACKNOWLEDGES THAT
THE SOLUTIONS ARE PROVIDED "AS IS" AND FURTHER ACKNOWLEDGE THAT ARCTIC WOLF DOES NOT WARRANT (A) THE
OPERATION OF THE SOLUTIONS WILL BE UNINTERRUPTED, OR ERROR FREE, (B) THE SOLUTIONS ARE NOT VULNERABLE TO
FRAUD OR UNAUTHORIZED USE, (C)THE FEATURES OR FUNCTIONALITIES OF THE SOLUTIONS WILL BE AVAILABLE AT ANY TIME
IN THE FUTURE,AND(D)THE SOLUTIONS WILL IDENTIFY OR DETECT EVERY VULNERABILITY OR SECURITY ISSUE.CUSTOMER IS
RESPONSIBLE AND ARCTIC WOLF SHALL HAVE NO RESPONSIBILITY FOR DETERMINING THAT THE USE OF THE SOLUTIONS
COMPLIES WITH APPLICABLE LAWS IN THE JURISDICTION(S)IN WHICH CUSTOMER MAY DEPLOY AND USE THE SOLUTIONS.
12.2 Open Source Warranty. The Software includes certain Open Source Software. Open Source Software is governed solely by the
applicable open source licensing terms, if any,and is provided"AS IS". Arctic Wolf provides no warranty specifically related to any Open Source
Software or any applicable Open Source Software licensing terms.The foregoing language is not intended to limit Arctic Wolf s warranty obligation
for the Solution pursuant to Section 12.1."Open Source Software"means software with its source code made available pursuant to a license by
which, at a minimum, the copyright holder provides anyone the rights to study, change, and/or distribute the software to anyone and for any
purpose.
12.3 Third Party Product. Third Party Product(as defined in this Section 12.3)may carry a limited warranty from a limited warranty from the
third-party publisher, provider, or original manufacturer of such Third Party Products. To the extent required or allowed, Arctic Wolf will pass
through to City or directly manage for the benefit of City's use of the Third Party Products as part of the Solutions(such decision to be made in
Arctic Wolf's discretion), the manufacturer warranties related to such Third Party Products. "Third Party Product" means any non-Arctic Wolf
branded products and services (including Equipment, and any operating system software included therewith) and non-Arctic Wolf-licensed
software products, including Open Source Software.
13. Limitation of Liability.FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT,WHETHER IN AN ACTION BASED
ON A CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER LEGAL THEORY, HOWEVER ARISING,
ARCTIC WOLF WILL IN NO EVENT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR(A)DAMAGES BASED ON USE OR ACCESS,
INTERRUPTION,DELAY OR INABILITY TO USE THE SOLUTIONS,LOST REVENUES OR PROFITS.LOSS OF SOLUTIONS.BUSINESS OR
GOODWILL, LOSS OR CORRUPTION OF DATA,LOSS RESULTING FROM SYSTEM FAILURE, MALFUNCTION OR SHUTDOWN,FAILURE
TO ACCURATELY TRANSFER, READ OR TRANSMIT INFORMATION, FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION,
SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION OR BREACHES IN SYSTEM SECURITY.
OR(B)ANY INDIRECT,SPECIAL, INCIDENTAL,OR CONSEQUENTIAL DAMAGES,OR(C)ANY AMOUNTS THAT EXCEED THREE TIMES
(3X)THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SOLUTIONS THAT ARE THE SUBJECT OF THE CLAIM DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT WHICH GIVES RISE TO SUCH DAMAGES. THESE LIMITATIONS
SHALL APPLY WHETHER OR NOT ARCTIC WOLF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. Term and Renewal. This Agreement shall be in effect for a period of time that is co-terminous with any active Subscription Term(s)
specified on an Order Form.
14.1.[INTENTIONALLY OMITTED]
14.2 For purchases made by City through an Authorized Partner,the Order Form or other equivalent transaction document containing the terms
related to Term, Renewal and other terms,as may be applicable, shall be between City and the Authorized Partner.The Subscription Term and
renewals hereunder will apply to purchases made through an Authorized Partner, notwithstanding anything to the contrary in the Order Form or
any Documentation.
15. Updates.Arctic Wolf reserves the right to modify the Solutions, this Agreement, any terms referenced in a URL set forth herein, and
the Documentation in Arctic Wolf's sole discretion and without notice provided that such changes shall not materially decrease the Solutions that
City has subscribed to during the then-current Subscription Term.Should Arctic Wolf make any modifications,Arctic Wolf will post the amended
terms on the respective URL links and will update the "Last Updated Date"within such terms.If any change materially decreases the Solutions,
Arctic Wolf will notify City via the City Portal, City newsletter, www.arcticwolf.com/terms website, or such other communication method
implemented by Arctic Wolf from time-to-time. City may notify Arctic Wolf within 30 days after the effective date of the material change of its
rejection of such change. If City notifies Arctic Wolf of its rejection during such thirty(30)day period,then City will remain governed by the terms
in effect immediately prior to the change until the end of City's then-current Subscription Term. However, any subsequent renewal of the
Subscription Term will be renewed under the then-current terms,unless otherwise agreed in writing by the parties.
16. Termination.Either party may terminate this Agreement for cause if the other party commits a material breach of this Agreement,provided
that such terminating party has given the other party ten(10)days advance notice to try and remediate the breach.If City purchases the Solutions
through an Authorized Reseller,City acknowledges and agrees that Arctic Wolf may immediately without notice terminate this Agreement should
City fail to pay any amounts due and owing to the Authorized Reseller. Customer may terminate this Agreement or any Order Form for
convenience upon thirty(30)days advance notice,provided, however,Customer will not be entitled to a refund of any prepaid fees and any fees
for any committed Subscription Term will become immediately due and payable. Upon termination, City agrees to cease all use of the Solutions
and Arctic Wolf Technology, installed or otherwise, and destroy all copies of any Arctic Wolf Technology that are in its possession or under its
control and promptly remove and return all Equipment to Arctic Wolf. Except as otherwise required by law, upon termination Arctic Wolf will
remove, delete,or otherwise destroy all copies of City Data in its possession. Sections 7(only as to amounts due and owing)and 9 through 14,
16,and 17 will survive the non-renewal or termination of this Agreement.
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17. Miscellaneous.
17.1 Except as otherwise provided herein, all notices, requests, consents, claims, demands, waivers and other communications hereunder
shall be in writing and shall be deemed to have been given: (a)when delivered by hand (with written confirmation of receipt); (b) on the next
business day after the date sent, if sent for overnight delivery by a generally recognized international courier(e.g., FedEx, DHL, etc.) (receipt
requested); or(c)on the date sent by e-mail of a PDF document(with confirmation of transmission) if sent during normal business hours of the
recipient.and on the next business day if sent after normal business hours of the recipient.Such communications must be sent to the respective
parties at the addresses set forth on the signature page hereof(or at such other address for a party as shall be specified in a notice given in
accordance with this Section 17). For contractual purposes, City (1) consents to receive communications in an electronic form via the email
address it provides herein or via the City Portal; and (2)agrees that all agreements, notices,disclosures, and other communications that Arctic
Wolf provides electronically satisfies any legal requirement that those communications would satisfy if they were on paper.This Section does not
affect City's non-waivable rights.
17.2 The parties to this Agreement are independent contractors. Neither party has the authority to bind the other party without the express
written authorization of the other party. Nothing herein may be construed to create an employer-employee, franchisor-franchisee, agency,
partnership, or joint venture relationship between the parties
17.3 This Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties.City shall
not be entitled to assign, subcontract, delegate or otherwise transfer any of its rights and/or duties arising out of this Agreement and/or parts
thereof to third parties, voluntarily or involuntarily, including by change of control, operation of law or any other manner, without Arctic Wolf's
express prior written consent.Any purported assignment, subcontract, delegation or other transfer in violation of the foregoing shall be null and
void. No such assignment, subcontract,delegation or other transfer shall relieve the assigning party of any of its obligations hereunder.
17.4 The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the 1980 U.N. Convention on
Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, as
amended.This Agreement shall be governed by the laws of the State of California without regard to the conflicts of law provisions thereof. Any
controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in Santa Clara County,
California in English and in accordance with the JAMS International Arbitration Rules then in effect. Any judgment on the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, each Party shall have the right to institute an
action in a court of proper jurisdiction for preliminary injunctive relief pending a final decision by the arbitrator(s), provided that a permanent
injunction and damages shall only be awarded by the arbitrator(s). In any action or proceeding to enforce rights under this Agreement, the
prevailing Party shall be entitled to recover costs and attorneys'fees.
17.5 [INTENTIONALLY OMITTED]
17.6 No failure or delay by any party in exercising any right,power or privilege hereunder shall operate as a waiver thereof nor shall any single
or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and
remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or
in equity or otherwise.
17.7 If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this
Agreement will remain in full force and effect.Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable. The parties agree to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that will achieve,to the extent possible,the economic,business and other purpose of such void
or unenforceable provision.
17.8 This Agreement (including the exhibits hereto, if any, and any BAA (as defined in Section 17.9 below)) constitutes the parties' entire
agreement by and between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreement or
understanding by and among the parties with respect to such subject matter. Except as otherwise provided herein, this Agreement may be
amended, modified or supplemented only by an agreement in writing signed by each party.
17.9 In the event that Arctic Wolf will have access to personal healthcare information in the delivery of the Solutions,the parties agree to the
Business Associate Addendum ("BAA")located at www.arcticwolf.com/terms/baa or as otherwise may be attached hereto as Exhibit A. In the
event the parties have entered into a BAA in relation to protected health information,the parties intend for both this Agreement and BAA to be
binding upon them and the BAA is incorporated into this Agreement by reference.
17.10 The parties have participated mutually in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as if drafted mutually by the parties and no presumption or burden of proof will arise
favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
17.11 The Parties have agreed that this agreement as well as any notice,document or instrument relating to it be drawn up in English only.
[SIGNATURES ON THE NEXT PAGE]
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IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their duly authorized representatives on the Effective Date set forth
below.
Arctic Wolf Networks,Inc.,a Delaware corporation: City of Rancho Palos Verdes,a general law city&municipal
corporation:
---
Signed: f" /L1 Signed: / V
Name: Brian NeSmith Name:John Cru hank
Title:President&CEO Title:Mayor
Effective Date: �� Z
Appr e s to rm.
•
Name:William W. ynder
Title:City Attorney
Notice Address: Notice Address:
111 W.Evelyn Ave. City of Rancho Palos Verdes
Suite 115 30940 Hawthorne Boulevard
Sunnyvale,CA 94086 Rancho Palos Verdes,CA 90275
Attn:General Counsel Attn:Lukasz Buchwald
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Exhibit A
Solutions Terms
In Effect as of the Effective Date
Last Updated: 11/18/2019
Managed Detection and Response
Solution Terms
This Managed Detection and Response —Solution Terms sets forth the terms and conditions of the Managed Detection and Response Solution (the
"Solution"). The Solution,if purchased by Customer as evidenced by Customer's election on an Order Form,will be provided in accordance with the terms
set forth herein and the Master Solutions Agreement(the"Agreement")made by and between Customer and Arctic Wolf Networks, Inc. ("Arctic Wolf').
Any capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
The Solution:
Specific features and functionality provided as part of the Solution include:
• collection of Customer Data,including Customer's system logs,from Customer's systems using Equipment,
• analysis by Arctic Wolf Concierge Security Team("CST")of both Equipment and log data through the correlation of Customer Data with threat
and vulnerability information,
• scanning of Customer's internal and external systems,
• escalation of Security Incidents in need of attention by Customer as set forth herein,
• advisory recommendations to intended to improve Customer's security robustness,
• calculation of Customer's Security Score,as more fully described below,
• Log Search capabilities,if purchased by Customer,as evidenced on an Order Form,
• Host Containment functionality,and
• regular summary Executive Dashboard reports,as described herein and the Documentation.
NOTE: The performance of the Solution, including specifically,notification of Emergencies or Security Incidents,as defined below,will not
commence until after onboardinq is complete. The performance of (i) remediation services for Security Incidents, (ii) the re-imaging of
Customer's systems,or(iii)change of policy settings is outside the scope of the Solution.
Data Transfer. Any Equipment provided by Arctic Wolf to Customer is physically deployed to monitor Customer's system traffic.Such system traffic is
augmented with additional sources of log data,as required,to deliver Managed Detection and Response.All such information is deemed Customer Data.
Essential log sources will be determined by Customer and Arctic Wolf during the onboarding process preceding the Order Form Effective Date.
Any Customer Data will be transmitted to Arctic Wolf via a secure tunnel in compliance with ISO27001 and SOC 2 Type II. The Solution operates
redundantly with Customer's back-up services in order to minimize potential service interruptions. Hosting providers used by Arctic Wolf to deliver the
Solution may experience service interruptions and service outages outside the control of Arctic Wolf. If such a hosting provider issues an outage notice
that could materially impact delivery of the Solutions, Arctic Wolf will use commercially reasonable efforts to promptly notify Customer about the outage
and communicate the planned recovery time provided by the hosting provider.
Although anonymized, Customer Data may include personal or confidential information. Customer, in accordance with the terms of the Agreement,will
obtain express consent from any applicable parties whose personal or confidential information may be included in the Customer Data. Such consent will
permit Arctic Wolf and Customer to monitor the information, systems, and assets owned or controlled by such persons. If Customer does not receive
necessary consent,Customer will immediately notify Arctic Wolf. Customer understands and agrees that failure to receive necessary consent will impact
Arctic Wolf s delivery of the Solution.
Data Retention.Arctic Wolf will store Customer Data for the Data Retention period specified in Customer's then-current Order Form.Customer Data may
be returned to Customer in accordance with the terms of the Agreement.
Updates 8 Upgrades.Automated maintenance and update cycles to the Equipment will be performed remotely by Arctic Wolf.Arctic Wolf will provide
any services related to the replacement or upgrades of the Equipment.Any costs related to such Equipment replacement or upgrades will be in accordance
with the Agreement.
Security Incidents. The CST supporting Customer will be available 24 hours a day,7 days a week,including holidays.Customer may schedule specific
activities with their CST by contacting Arctic Wolf at ecurity(ttarcti, . Arctic Wolf will acknowledge any schedule request submitted by Customer
to securityAarcticwolf.com within one(1)hour of receipt of such request. CST will provide an estimate of response time determined by scope,size,and
urgency.
Arctic Wolf will notify and escalate to Customer any Security Incidents, the definition of which will be agreed upon by Customer and Arctic Wolf during
onboarding, discovered by Arctic Wolf within two (2)hours of Arctic Wolfs discovery of such Security Incident. Arctic Wolf standard Security Incident
notification process is through e-mail; however, during onboarding, Arctic Wolf and Customer may agree to alternate notification processes. Security
Incident notifications will include a description of the Security Incident,the level of exposure,and a suggested remediation strategy.Customer is responsible
for implementing,in its sole discretion,any remediation strategies identified by Arctic Wolf. Customer may request validation by Arctic Wolf that any such
implemented remediation strategies are working as expected.
Emergencies. During onboarding, Arctic Wolf and Customer will agree on and document which Security Incidents will be defined as an "Emergency".
Emergencies will typically include the discovery of ransomware and other alerts that could cause degradation/outage to Customer's infrastructure security.
Arctic Wolf will escalate Emergencies to Customer within thirty(30)minutes of Arctic Wolf s discovery of the Emergency.
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Any Emergency identified by Customer can be escalated to Customer's CST by calling:888-272-8429,option 2.Customer must describe the Emergency
in the initial call and Arctic Wolf will respond within 5 minutes.
Scans. On a monthly basis,Arctic Wolf will use the Solution to conduct external vulnerability assessment scans of Customer's environment.As part of
these scans,vulnerability and exploit information will be normalized and correlated with other data sources in order to determine Customer's Security
Score and prioritization of any identified remediation strategies. Arctic Wolf will deliver to Customer a summary security report that includes Security
Incident and Emergency notification activities on a monthly and quarterly basis.
Security Score. Customer's Security Score is provided as part of the Solution is for illustrative and informational purposes only and may be used by
Customer for internal benchmarking purposes.The Security Score is based on certain information related to the results of the Solution within Customer's
environment and is compiled using the Customer Data made available to Arctic Wolf in conjunction with its delivery of the Solution. Customer's Security
Score will be communicated in Customer's summary reports in addition to being available on Customer's online Executive Dashboard. Customers may
elect to compare their Security Score against industry averages from organizations in the same industry vertical to assess how Customer is performing
against industry norms.
Host Containment. Based upon the agreed upon escalation process and provided that the Arctic Wolf Agent is deployed by Customer,CST will remotely
isolate a Customer endpoint device(s)that shows evidence of compromise or other suspicious activity.When CST identifies certain indicators of attack on
an endpoint, the containment action will be initiated systematically, in accordance with the agreed upon escalation process, to rapidly quarantine the
suspected compromised system.
The indicators of attack that may drive containment actions include those relating to ransomware (and other types of advanced malware), malicious
command-and-control(C2)activity,or active data exfiltration attempts.When an endpoint is in a contained state,only essential control traffic between the
Arctic Wolf Agent and the Arctic Wolf server will be allowed in order to enable forensics investigations.
The endpoints under containment will receive a containment notification and the containment action will be detailed in an incident ticket.The customer
portal will display the Customer endpoints that are currently in a contained state. CST is available to a Customer to answer questions or provide detailed
information on the contained endpoints.
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Managed Risk
Solution Terms
These Managed Risk—Solution Terms set forth the terms and conditions of the Managed Risk Solution (the"Solution"). The Solution,if purchased by
Customer as evidenced by Customer's election on an Order Form,will be provided in accordance with the terms set forth herein and the Master Solutions
Agreement(the"Agreement")made by and between Customer and Arctic Wolf Networks,Inc.("Arctic Wolf"). Any capitalized terms not otherwise defined
herein shall have the meaning set forth in the Agreement.
The Solution:
The Solution provides Customers with security vulnerability analytics and trends in Customer's network and endpoints which assist in the prevention of
system attacks.
Specific services included as part of the Solution include:
• Arctic Wolf will provide Customer with Internal Vulnerability Assessment(IVA)through an on-premise Managed Risk scanner. Managed Risk
scanners,at the election of Customer at the time of order,may be a deployed as a physical piece of equipment or virtual instance.
• During onboarding, Arctic Wolf will work with Customer to determine Customer's Managed Risk scanner configuration. The scanner, based
upon the agreed upon configuration, will scan Customer's network to identify security vulnerabilities within Customer's host and/or network
infra structu res.
• Information obtained from the IVA scans will be paired with an external vulnerability assessment("EVA")function. The EVA will be run from
Arctic Wolf s cloud-hosted environment,will scan Customer's IP addresses associated with Customer's organization or such other addresses
designated by Customer and for which Customer is legally authorized to scan, and will provide Customer with a comprehensive security risk
posture based on an industry-standard and recognized Cybersecurity Framework and Arctic Wolf's proprietary algorithm.
• Customer may purchase access to the Arctic Wolf Agent(the"Agent"),proprietary end point software,which,if purchased,will be configured by
Arctic Wolf during onboarding in accordance with. Use of the Agent allows Arctic Wolf to run local system scans to augment the Customer Data
used to identify security vulnerability analytics and trends in Customer's network and endpoints.
• Customer understands and agrees that Arctic Wolf, in the performance of the Solution, may use a GeolP service to report the location of
Customer's IP address.
• If licensed by Customer on an Order Form, Customer may purchase access and use rights in and to Insights, an analytics platform that
aggregates Customer Data from the Agent and IVA. Insights will allow Customer the ability to build custom dashboards and reports and will be
licensed in accordance with the terms and conditions set forth in the Agreement.
Data Transfer. Any Equipment provided by Arctic Wolf to Customer is physically deployed to monitor Customer's system traffic. Such system traffic is
augmented with additional sources of log data,as required,to deliver Managed Detection and Response.All such information is deemed Customer Data.
Essential log sources will be determined by Customer and Arctic Wolf during the onboarding process preceding the Subscription Start Date.
Any Customer Data will be transmitted to Arctic Wolf in accordance with the terms of the Agreement via a secure tunnel in compliance with IS027001 and
SOC 2 Type II. The Solution will be provided redundantly to Customer's back-up services in order to minimize potential service interruptions. Hosting
providers used by Arctic Wolf to deliver the Solution may experience service interruptions and service outages outside the control of Arctic Wolf. If such a
hosting provider issues an outage notice that could materially impact delivery of the Solutions, Arctic Wolf will use commercially reasonable efforts to
promptly notify Customer about the outage and communicate the planned recovery time provided by the hosting provider.
Although anonymized, Customer Data may include personal or confidential information. Customer, in accordance with the terms of the Agreement,will
obtain express consent from any applicable parties who's personal or confidential information may be included in the Customer Data. Such consent will
permit Arctic Wolf and Customer to monitor the information, systems,and assets owned or controlled by such persons. If Customer does not receive
necessary consent,Customer will immediately notify Arctic Wolf. Customer understands and agrees that failure to receive necessary consent will impact
Arctic Wolfs delivery of the Solution.
Updates 8 Upgrades.Any automated maintenance and update cycles to the Solution will be performed remotely by Arctic Wolf.Arctic Wolf will provide
any services related to the replacement or upgrades of the Equipment. Any costs related to such Equipment replacement or upgrades will be in accordance
with the Agreement.
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