MASTER SOLUTIONS AGREEMENT
<br /> This Master Solution Agreement(the"Agreement")is entered into by and between Arctic Wolf Networks,Inc.,a Delaware corporation ("Artic
<br /> Wolf")and City of Rancho Palos Verdes,a general law city&municipal corporation(the"City")and governs any executed order forms, quotes,
<br /> or other ordering document ("Order Form(s)")that reference this Agreement.Order Forms may be issued to City by Arctic Wolf Networks, Inc.
<br /> ("Arctic Wolf")or an Arctic Wolf authorized partner("Authorized Partner").This Agreement is effective on the date last executed in the signature
<br /> block below (the "Effective Date"). This Agreement permits City to purchase subscriptions to the Solutions identified in the Order Form from
<br /> Arctic Wolf or such Authorized Partner and sets forth the terms and conditions under which those Solutions will be delivered. The Agreement
<br /> consists of the terms and conditions set forth below, any attachments or exhibits identified herein and any Order Forms that reference this
<br /> 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
<br /> control in the following order, unless specifically indicated otherwise:the Order Form,this Master Solutions Agreement,and the terms located at
<br /> any URL referenced in this Agreement.
<br /> In consideration of the mutual covenants and agreements contained herein,and other good and valuable consideration,the receipt and sufficiency
<br /> of which are hereby acknowledged,the parties agree as follows:
<br /> 1. Scope. City will purchase and Arctic Wolf will provide the specific products and services ("Solutions") set forth on an executed Order
<br /> Form.A Solution may consist of hardware equipment("Equipment"),a cloud service offering("Service"),software,including any add-ons offering
<br /> enhanced features and functionality(collectively,the"Software"),and/or professional services("Professional Services"),all of which are more
<br /> fully described herein. Each Solution is provided on a subscription basis for a set term designated on the Order Form (each, a "Subscription
<br /> Term")for the one-time and subscription fees set forth therein (the"Fees"). City may access and use the Solutions, and any Documentation
<br /> associated therewith, solely for its own internal business purposes and in accordance with the terms and conditions of this Agreement, such
<br /> associated Documentation, any scope of use restrictions designated in the applicable Order Form, and the Solutions Terms found at
<br /> www.arcticwolf.com/terms/solutionsterms,as may be updated from time to time by Arctic Wolf."Documentation"means user manuals,training
<br /> materials, product descriptions and specifications and other printed information relating to the Arctic Wolf Solution, as in effect and generally
<br /> available from Arctic Wolf, but expressly excluding marketing and sales collateral and materials.
<br /> 2. Equipment. If the Order Form specifies that City will receive Equipment, then City is responsible for installing the Equipment at the
<br /> 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
<br /> 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
<br /> improperly.Other than normal wear and tear,City is directly responsible for loss,repair,replacement and other costs,damages,fees and charges
<br /> 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
<br /> associated with shipping the Equipment back to Arctic Wolf upon termination of the Subscription Term.City understands and agrees that should
<br /> City elect to use Equipment outside the U.S.,additional charges may apply for the shipping, export,and/or import of the Equipment.
<br /> 3. Professional Services. Certain Arctic Wolf Solutions may require Professional Services, such as onboarding, or may be stand-alone
<br /> offerings, and any such Professional Services shall be specified on an applicable Order Form.
<br /> 4. Software and Services. Provided City is in full compliance with the terms of this Agreement, Arctic Wolf grants to City a limited, non-
<br /> transferable, non-sublicensable,non-exclusive license during the Subscription Term to(i)install the object code form of the Software, but only in
<br /> connection with City's use of the Solutions and otherwise in accordance with the Documentation,this Agreement,and the Solution Terms located
<br /> 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
<br /> 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
<br /> time-to-time. City Data will be retained in accordance with the Solutions Terms. City must implement Software and Services in order to enable
<br /> features of the Solutions. City acknowledges that any changes made to the City's infrastructure or configuration of the Solutions after initial
<br /> deployment may cause the Solutions to cease working or function improperly and that Arctic Wolf will have no responsibility for the impact of any
<br /> such City changes.
<br /> 5. Reservation of Rights and Ownership.Arctic Wolf owns,or has the right to license, the Solutions, and any associated Documentation
<br /> ("Arctic Wolf Technology"). City acknowledges and agrees that(a)the Arctic Wolf Technology is protected by United States and international
<br /> copyright,trademark, patent,trade secret and other intellectual property or proprietary rights laws, (b)Arctic Wolf retains all right,title and interest
<br /> (including,without limitation,all patent,copyright,trade secret and other intellectual property rights)in and to the Arctic Wolf Technology,excluding
<br /> 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),
<br /> any other deliverables,any and all related and underlying technology and any derivative works or modifications of any of the foregoing,including,
<br /> without limitation, any Feedback, (c)there are no implied licenses and any rights not expressly granted to City hereunder are reserved by Arctic
<br /> Wolf, (d)the Solution, excluding Professional Services, is licensed on a subscription basis, not sold, and City acquires no ownership or other
<br /> 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,
<br /> hosted solution, and City has no right to obtain a copy of the Software . Feedback includes suggestions,comments or other feedback("Feedback")
<br /> provided to Arctic Wolf by City with respect to the Solutions.
<br /> 6. Restrictions, Responsibilities,Warranties,Prohibited Use,and City Data.
<br /> 6.1 Restrictions. City agrees not to, directly or indirectly: (i) modify, translate, copy or create derivative works based on the Arctic Wolf
<br /> Technology, (ii) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Solutions,
<br /> except to the extent expressly permitted by applicable law(and then only upon advance notice to Arctic Wolf); (iii) interfere with or disrupt the
<br /> 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,
<br /> (iv)attempt to gain unauthorized access to the Solution or their related systems or networks or(v) remove or obscure any proprietary or other
<br /> notice contained in the Arctic Wolf Technology, including on any reports or data printed from the Arctic Wolf Technology.City agrees to abide by
<br /> 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
<br /> 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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<br /> Arctic Wolf Networks-Master Solutions Agreement
<br /> Last Updated: 1/12020 Page 1 of 9 CONFIDENTIAL