Laserfiche WebLink
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 />,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,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 /> Wolf City Portal, subject to the Privacy Policy located at,as may be updated from <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,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 <br /> 01203.0001/630926.11 01203.0001/630926.9 <br /> Arctic Wolf Networks-Master Solutions Agreement <br /> Last Updated: 1/12020 Page 1 of 9 CONFIDENTIAL <br />