Adlumin Inc.

Adlumin Inc. (“Adlumin”) is willing to provide certain products and services to you (“Customer”, meaning the individual or the legal entity that enters into an Order and thereby is bound to these terms (such Order(s) and these terms, collectively, the “Agreement”), only on the condition that you accept and abide by all of the terms of this Agreement.

The Agreement, which includes these terms and conditions, is a legal and enforceable contract between Customer and Adlumin. By entering an Order with Adlumin or any reseller or other partner of Adlumin that references these terms and conditions, Customer agrees to be bound by the terms and conditions of this Agreement, and you represent that you have the authority to bind the legal entity that you represent (if applicable) as “Customer” hereunder.

1. DEFINITIONS

• 1.1 “Content” means content provided by Adlumin and used by certain Adlumin products or services which may be updated from time to time, including but not limited to updated Software, vulnerability signatures for vulnerability assessment products, and exploits for penetration testing products.
• 1.2 “Documentation” means the documentation describing the Software that is generally supplied by Adlumin to assist its customers in their use of the Software, including user and system administrator guides, manuals, and functionality specifications.
• 1.3 “Order” means Adlumin’s quote, order form or other ordering document signed or referenced by Customer or an Adlumin reseller which identifies the specific Software and/or Services ordered, the Volume Limitations, and the price agreed upon by the parties.
• 1.4 “Services” means the making available to Customer by Adlumin of Adlumin’s cloud-hosted platform, which provides administrative and analytics functions relating to the
• 1.5 “Software” means the Adlumin software products listed on the applicable Order, to be installed and run on Customer endpoints in strict accordance with this Agreement.
• 1.6 “Subscription Term” means the period set forth in the Order during which Customer is entitled to access the Services, receive Content, and receive certain support services (if and as described in the Order) from Adlumin, including all updates, enhancements, bug fixes, and new releases thereto that Adlumin makes generally available to its customers. The length ofthe Subscription Term shall be listed on the applicable Order and shall commence on the date of delivery of the Software or on the date the Proof of Value begins, whichever is earlier.
• 1.7 “Volume Limitations” means the capacity limitations on Software deployment indicated on the Order, including, as applicable, number of devices or assets or endpoints, applications, data, plugins, and named individual users of the Software.

2. SOFTWARE LICENSES

• 2.1 License to Services. During the Subscription Term, and subject to Customer’s strict adherence to the terms and conditions of this Agreement, Adlumin grants the Customer a non- exclusive, non-transferable, non-sublicensable right to (i) permit its individual users to access the Services using secure credentials established by Customer (and for which Customer is solely responsible), and (ii) use and access the Software (in object code only, in such form as may be made available by Adlumin for such purpose): (a) solely for the Customer’s internal business purposes; (b) within the Volume Limitations; and (c) only as described in this Agreement. Customer also agrees to be bound by any further license restrictions set forth on the Order. Customer shall institute contractual, technological and/or functional procedures and processes as necessary to monitor use of access credentials and to protect and require its users to protect such credentials. Customer assumes all responsibility and liability with respect to access and use of the Services by or on behalf of Customer, whether or not such access is a result of compromised, lost, or stolen credentials.
• 2.2 Evaluation Licenses. If the Customer’s license is for a trial period (a “Proof of Value (PoV)”) as indicated on the Order, then the Subscription Term shall be for fourteen (14) days or the trial term specified on the Order, if one is specified. Customers may not utilize the same Services or Software for more than one trial or evaluation term in any twelve-month period unless otherwise agreed to by Adlumin. Adlumin may revoke Customer’s evaluation or trial license at any time and for any reason. Adlumin offers all Services and Software on an “as is” basis and shall have no liability of any kind whatsoever, including for direct or indirect damages howsoever caused (other than to the extent liability is required by law) with respect to any Proof of Value period.
• 2.3 Use by Affiliates. Subject to the Volume Limitations, Customer may make the Services and Software available to its Affiliates under these terms, provided that Customer is liable for the acts or omissions of its Affiliates as if such acts or omissions were Customer’s own. “Affiliate(s)” means any entity that is directly or indirectly controlled by For purposes of this definition “control” means the direct possession of a majority of the outstanding voting securities of an entity (unless otherwise agreed by Adlumin).
• 2.4 Delivery and Copies. Delivery of the Software shall be deemed to have been made upon Adlumin providing instructions to download or activate the Software, as To the extent the Order makes Software available to Customer for deployment on an on-premises basis, Customer is permitted to make one or more copies of the Software solely to permit Customer to exercise its rights under the Order; however, each copy of the Software is subject to this Agreement and must contain the same titles, trademarks, and copyright notices as the original.

• 2.5 Certain Restrictions. Notwithstanding anything to the contrary in this Agreement, Customer is permitted to use the Software and Services only in good faith, for the purposes of testing, investigation, and/or correction of security flaws, exposures, or vulnerabilities to advance the security or safety of devices, machines, or networks of those who use such devices, machines, or Except to the extent applicable law vests any of the following rights in Customer (in which case, as a precondition to exercising such rights, Customer shall provide to Adlumin a written opinion of Customer’s counsel specifying such right and the law(s) under which Customer believes it has such rights), Customer will not, and will not permit or authorize third parties to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, create derivative works of the Software or Services, or merge the Software or Services into another program; (ii) resell, rent, lease, or sublicense the Software or Services or access to them, including use of the Software or Services for timesharing or service bureau purposes; (iii) circumvent or disable any security or technological features or measures in the Software or Services; nor (iv) use the Software or Services in order to build a competitive product or service, for competitive analysis, or to copy any ideas, features, functions, or graphics of the Software or Services. Customer is responsible for its employees’ compliance with this Agreement. If Customer identifies a vulnerability in the Software or Services, or any shortcoming of the Software or Services whereby a Customer system vulnerability may be missed, Customer is required to provide to Adlumin all information and analysis regarding the vulnerability through the Adlumin ticketing process.
• 2.6 Ownership of Software and Services. Adlumin retains all right, title, and interest in and to the Documentation, Software, Services, Content and in all copies, modifications and derivative works thereto including, without limitation, all rights to patent, copyright, trade secret, trademark, and other proprietary or intellectual property rights.
• 2.7 Customer Systems. Customer represents and warrants that it has the appropriate authorizations from the owner of the networks, systems, IP addresses, assets, and/or hardware on which it deploys the Software, or which it targets, scans, monitors, or tests with the Software. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services or Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and related information, and the like (collectively, “Requisites”). Customer shall also be responsible for the Requisites in all respects, including maintaining the security of the Requisites.
• 2.8 Service Levels. Adlumin will use commercially reasonable efforts to meet the service levels specified on Appendix A.
• 2.9 Data. Customer hereby grants to Adlumin and its relevant service providers a limited, nonexclusive, royalty-free, right and license, to access, store, reproduce, display, handle, perform, transmit, test, modify, process, combine with other data, and otherwise use the data processed by the Software and Services (i) for performance of Adlumin’s obligations and exercise of Adlumin’s rights under this Agreement; and (ii) to create derivatives of such data, solely in de- identified and aggregated form (such derivatives, “Aggregated Data”). Customer agrees that Adlumin shall own all right, title, and interest in all Aggregated Data and in such improvements and derivative works.

3. FEES AND PAYMENT TERMS

• 3.1 Resellers. If Customer is purchasing a subscription to the Software or Services through an Adlumin authorized reseller, then the fees shall be as set forth between Customer and reseller and the applicable fees shall be paid directly to the reseller and Section 3.2 shall not apply.
• 3.2 Fees Generally. Customer agrees to pay the fees, charges, and other amounts in accordance with the Order from the date of All fees are to be paid in immediately available

U.S. dollars and are non-refundable unless otherwise stated herein. Customer shall be responsible for remitting all taxes levied on any transaction under this Agreement, including, without limitation, all federal, state, and local sales taxes, levies and assessments, and local withholding taxes in Customer’s jurisdiction, if any, excluding, however, any taxes based on Adlumin’s income. In the event Customer is required to withhold taxes from its payment or withholding taxes are subsequently required to be paid to a local taxing jurisdiction, Customer is obligated to pay such tax, and Adlumin, as applicable, will receive the Order payment amount as agreed to the net of any such taxes. Adumin reserves the right to suspend Customer’s access to the Software and Services in the event of any breach by Customer of this Agreement, including Customer’s payment obligations.

4. LIMITED WARRANTY

• 4.1 Adlumin’s Warranty. Adlumin will use commercially reasonable efforts to make the Services available at all times, except for planned downtime as notified to Customer by email or in writing in advance and any unavailability caused by force majeure circumstances (e.g., acts of God, acts of government, civil unrest, Internet provider failures or delays, denial of service attacks, and other events beyond the reasonable control of Adlumin), to provide the Software and Services in accordance with applicable law, and to provide Software that materially conforms to the Documentation. Adlumin will maintain commercially reasonable security, administrative, technical and physical safeguards designed to protect the security, confidentiality, and integrity of Content. In the event of any default on the foregoing warranties in this paragraph, Adlumin will use commercially reasonable efforts to provide remedial services intended to enable the Software to conform to the Documentation and/or the Services to regain availability. Such remedy is Customer’s sole remedy for breach of the above warranties.
• 4.2 Disclaimer. ADLUMIN DOES NOT REPRESENT THAT THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL MEET CUSTOMER’S REQUIREMENTS. EXCEPT FOR THE WARRANTY ABOVE, ADLUMIN MAKES NO OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. ADLUMIN MAKES NO WARRANTY THAT ALL SECURITY RISKS OR THREATS WILL BE DETECTED BY USE OF THE SOFTWARE OR SERVICES OR THAT FALSE POSITIVES WILL NOT BE FOUND. ADLUMIN MAKES NO WARRANTY REGARDING THIRD- PARTY FEATURES OR SERVICES, INCLUDING THOSE THAT MAY BE RELIED UPON OR INTEGRATED INTO THE SOFTWARE.

5. LIMITATION OF LIABILITY

• 5.1 Exclusion of Certain Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ADLUMIN, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR:
  1. Indirect Damages: Any damages other than proven, direct damages (including indirect, incidental, consequential, special, or exemplary damages, loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, or loss of data) in each case even if Adlumin has been advised of the possibility of such damages.
  2. Third-Party Product Claims: Any claims, losses, or damages arising from or relating to third-party products or services of any kind, including those that may be licensed by Adlumin and/or included within the Software or Services, or actions, including those related to third-party integrations (such as Continuous Vulnerability Management, Adlumin 360 Protect, Total Ransomware Defense, Proactive Security Awareness, Progressive Penetration Testing, Hubspot, or other third-party platforms); all of the foregoing shall be deemed to be beyond Adlumin’s control.
  3. Force Majeure Events: Damages resulting from events beyond Adlumin’s reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, government actions, hacks, cybercrime, or internet disruptions.
  4. Unauthorized Access or Use: Any damages arising from unauthorized access to, or use of, the Software or Services, including those resulting from cyberattacks, hacking, or the failure of Customer or any third party to maintain adequate security measures.
  5. User Misconduct: Damages resulting from the Customer’s or its authorized users’ willful misconduct, negligence, failure to comply with applicable laws or breach of the terms of this Agreement.
  6. Specific Exclusions Related to Services: Any damages related to any of the following specified Services or Software provided by Adlumin: Managed Detection and Response, Continuous Vulnerability Management and Patching Services, Proactive Security Awareness Training, Progressive Penetration Testing, or any other specific services explicitly excluded within the Agreement (including as may be indicated on an Order).
• 5.2 Limitation on Amount of Liability. EXCEPT TO THE EXTENT PRECLUDED BY APPLICABLE LAW, ADLUMIN WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO ADLUMIN UNDER THE APPLICABLE ORDER, SPECIFICALLY FOR THE SERVICE OR SOFTWARE THAT CAUSED THE DAMAGES, DURING THE TWELVE MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT, AND THE TOTAL AMOUNT OF DAMAGES FOR ANY AND ALL CLAIMS SHALL NOT EXCEED THE CAP STATED HEREIN.

• 5.3 Applies Regardless of Claim Basis. THIS SECTION 5 APPLIES WHETHER THE CLAIM FOR DAMAGES IS BASED ON WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND SHALL APPLY EVEN IF ADLUMIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF CUSTOMER’S REMEDY FAILS OF ITS ESSENTIAL THE LIMITATIONS ON DAMAGES IN THE AGREEMENT ARE AN ESSENTIAL BASIS OF THE BARGAIN WITHOUT WHICH ADLUMIN WOULD NOT HAVE BEEN WILLING TO ENTER INTO THIS AGREEMENT.

6. VOLUME LIMITATIONS

• 6.1 Usage Verification. Customer understands and acknowledges that the Software and/or Services may track and/or enforce its Volume Additionally, upon Adlumin’s written request, such request not to exceed once every six (6) months, Customer shall provide Adlumin with a signed certification verifying that the Software and Services are being used in accordance with this Agreement. In addition to the foregoing, at Adlumin’s written request, Customer will permit Adlumin to review and verify Customer’s records, deployment, and use of the Software and Services for compliance with the terms and conditions of this Agreement. Any such review shall be scheduled at least ten days in advance, shall be conducted during normal business hours at Customer’s facilities, and shall not unreasonably interfere with Customer’s business activities.
• 6.2 Exceeding Volume Limitations. If the Service is used in excess of the Volume Limitations, (i) Adlumin will use commercially reasonable efforts to provide a notification to Customer, and (ii) Customer shall pay to Adlumin the fees for such excess usage at Adlumin’s then current list rates, or as otherwise set forth on the Order.

7. CONFIDENTIALITY

• 7.1 Confidential Information. “Confidential Information” means information provided by one party to the other party which is designated in writing as confidential or proprietary, as well as information which a reasonable person familiar with the disclosing party’s business and the industry in which it operates would know is of a confidential or proprietary A party will not disclose the other party’s Confidential Information to any third party without the prior written consent of the other party, nor make use of any of the other party’s Confidential Information except in its performance under this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own Confidential Information, but in no event with less than reasonable care. The parties expressly agree that the terms and pricing of this Agreement are Confidential Information. A receiving party shall promptly notify the disclosing party upon becoming aware of a breach or threatened breach hereunder and shall cooperate with any reasonable request of the disclosing party in enforcing its rights.
• 7.2 Exclusions. Information will not be deemed Confidential Information if such information: (i) is known prior to receipt from the disclosing party, without any obligation of confidentiality; (ii) becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (iii) becomes publicly known or otherwise publicly available, except through a breach of this Agreement; or (iv) is independently developed by the receiving party without use of the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information pursuant to the requirements of applicable law, legal process, or government regulation, provided that, unless prohibited from doing so by law enforcement or court order, the receiving party gives the disclosing party reasonable prior written notice, and such disclosure is otherwise limited to the required disclosure.

8. TERM & TERMINATION

• 8.1 The Subscription Term will automatically renew for successive one- year terms at the rate listed on the applicable Order unless (i) otherwise indicated on the Order, (ii) either party provides the other with written notice of its election not to renew at least 30 days prior to the anniversary date, or (iii) if required by applicable law. However, if Customer is located in any jurisdiction where the automatic renewal of this Agreement would require any specific pre- execution notification or renewal notification or other, similar steps, Customer hereby represents and warrants that Customer has received all such notifications and the benefit of all such steps, and that, notwithstanding any of the foregoing, Customer has entered into the Agreement with the specific intent to enjoy the certainty and predictability of the automatic renewal structure contained in this Agreement. Any renewal will be invoiced at the rate indicated on the applicable Order, provided that in connection with any renewal term, Adlumin reserves the right to change the rates, applicable charges and usage policies and to introduce new charges for any subsequent Subscription Term, upon providing Customer written notice thereof (which may be provided by e-mail) at least 60 days prior to the end of the applicable term.
• 8.2 This Agreement or an Order may be terminated: (i) by Adlumin if Customer is adjudicated as bankrupt, or if a petition in bankruptcy is filed against Customer and such petition is not discharged within fifteen days of such filing; or (ii) by either party if the other party materially breaches this Agreement or the Order and fails to cure such breach within thirty days following receipt of written notice thereof.
• 8.3 Effect of Termination. Upon expiration or termination of this Agreement for any reason all fees owed pursuant to Section 3 will become immediately due and payable, unless termination is due to Adlumin’s uncured material breach, in which case no further fees shall be payable by Customer, and Adlumin shall refund to Customer any prepaid fees on a pro-rata basis (with respect to any post-termination time period as to which a subscription has already been paid). Upon any termination of this Agreement or an Order, all licenses to Customer are automatically revoked, and Customer shall immediately cease use of all Software and Services and certify in writing to Adlumin within thirty days that Customer has destroyed or returned to Adlumin such Software and all copies thereof. Termination of this Agreement or a license granted hereunder shall not relieve Customer of its obligation to pay all fees that have accrued, have been paid, or have become payable by Customer hereunder. All provisions of this Agreement which by their nature are intended to survive the termination of this Agreement shall survive such termination.
• 8.4 Data Storage, Transfer, and Destruction at Termination. To the extent set forth on an Order, Customer’s data will be stored for the specified length of time (subject to Customer’s timely payment of all related fees). Original raw collected data older than the retention period will be deleted per the standard delete operations and data platform curation Calculated, transformed and analytic data used in data science, detection research and analytics modeling will age out according to model definitions. Administrative and audit data such as tenantIDs, administrative logs, audit logs will remain in the platform for security and compliance purposes.

9. TECHNICAL SUPPORT AND PROFESSIONAL SERVICES

• 9.1 Maintenance and Support Services. The maintenance and support program selected by Customer shall be set forth on the applicable Order and shall be further subject to Adlumin’s maintenance and support policy as defined in this Agreement.
• 9.2 Product-Related Professional Services. Unless otherwise agreed by Adlumin on an Order, Customer is responsible for installing and configuring all Software. Adlumin may provide Customer certain professional services, such as installation, configuration, consulting, training, and external scanning, if and as specified on an Order. Such Services will be invoiced upon execution of the All changes to an Order must be approved by both parties in writing. Adlumin shall have sole discretion in staffing the Services and may assign the performance of any portion of the Services to any subcontractor, provided that Adlumin shall be responsible for the performance of any such subcontractor. Customer will have a non-exclusive, non-transferable license to use any deliverables or other work product developed by Adlumin specifically and solely for the benefit of Customer, as described within the applicable Order, which are delivered to Customer, upon Customer’s payment in full of all amounts due for such deliverables or work product. Adlumin retains ownership of all information, software, and other property owned by it prior to this Agreement or which it develops independently of this Agreement and all deliverables and work product compiled or developed by Adlumin in the performance of the Services.
• 9.3 Professional Services Rescheduling. To the extent Customer purchases Services, Customer may reschedule the Services up to ten business days prior to the start of the Services at no cost. If Customer reschedules the Services with less than ten business days’ notice, Customer will forfeit the portion of the Services equal to the number of days that were rescheduled without the required notice. If Customer reschedules the Services after they have begun, Customer will forfeit five days of Services, or the number of days remaining on the Services, whichever is Customer will also be responsible for any out-of-pocket expenses incurred by Adlumin due to such rescheduling. If performance of the Services is delayed by Customer’s acts or omissions, including Customer’s failure to meet the requirements set forth in an Order, Customer will forfeit the duration of such delay from its Services time.

10. GENERAL PROVISIONS

• 10.1 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.
• 10.2 Disputes. This Agreement shall be governed by the Laws of New York without regard to conflict of law principles, and shall not be governed by the United Nations Convention on Contracts for the International Sales of Customer hereby consents to, as determined by Adlumin in its sole and absolute discretion upon written notice to Customer, either: (i) jurisdiction in courts within Washington, D.C. as the sole and exclusive venue for all disputes arising hereunder (each, an “Approved Court”), and hereby waives any right to assert forum non conveniens or challenge the jurisdiction of, or laying of venue in, any such court; or (ii) arbitration pursuant to the International Chamber of Commerce (“ICC”) rules currently in effect and in accordance with Title 9 of the United States Code. The arbitration will be decided by a panel of one (1) or three (3) arbitrators (the choice of one or three belonging to Adlumin) selected under the ICC rules (each, an “Approved Arbitration Panel”). Arbitration will be initiated and conducted in Washington, D.C. Said arbitration will occur within thirty (30) days after Adlumin delivers the written demand on Customer, unless the parties mutually agree otherwise in writing. The language of the arbitration shall be English. The Approved Arbitration Panel will be bound to adjudicate all disputes in accordance with the laws of the State of New York. The award rendered by the Approved Arbitration Panel will be in writing with written findings of fact and shall be final and binding on all parties, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the parties, no arbitration arising out of or relating to this Agreement or the parties’ dealings may include, by consolidation, joinder or in any other manner, any person or entity not a party to this Agreement under which such arbitration arises. The arbitration agreement herein among the parties will be specifically enforceable under applicable law in any court having jurisdiction thereof. Neither party will appeal such award nor seek review, modification, or vacation of such award in any court or regulatory agency. Prior to filing any complaint or commencing any action of any kind (whether in court or in arbitration or otherwise), Customer shall furnish Adlumin with a copy of its proposed complaint, which shall expressly state that Adlumin may elect, in its sole and absolute discretion upon written notice to Customer, to either litigate such dispute in an Approved Court or arbitrate such dispute using an Approved Arbitration Panel, each in accordance with the terms and conditions of this Agreement. Adlumin must make such an election within thirty (30) days after Adlumin’s receipt of such complaint. Customer waives the right to bring any claim or file any action against Adlumin other than a claim or action as to which Adlumin has affirmatively provided Customer an election in writing as required by this Section. Customer will indemnify, defend, and hold harmless Adlumin from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) caused by, arising out, or incurred in connection with, any a third-party claim relating to Customer’s: (i) violation of applicable law; or (ii) breach of this Agreement.
• 10.3 Entire Agreement. This Agreement, including each Order, embodies the entire understanding of the Parties and supersedes any previous or contemporaneous communications, whether oral or written. Adlumin may update this agreement as products and services change.
• 10.4 Each party acknowledges that the export, re-export, deemed export, and import of the Software and Documentation by Customer and Adlumin is subject to certain laws, rules, executive orders, directives, arrangements, and regulations of the United States and of other countries. Each party agrees to comply with all applicable laws with respect to the exportation, importation, and use of the Software and Documentation. Each party agrees to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. Specifically, each party covenants that it will not directly or indirectly sell, export, re-export, transfer, divert, provide access to, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from the other party under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
• 10.5 Personal Data. To the extent that Adlumin processes personal data about any individual in the course of providing the Software or Service, Customer agrees to Adlumin’s Data Processing Agreement, located at https://adlumin.com/gdpr-data-processing-addendum//.

• 10.6 Data Privacy. Customer represents and warrants that Customer has obtained all necessary rights to permit Adlumin to collect and process data from Customer, including, without limitation, data from endpoints, servers, cloud applications, and logs.
• 10.7 Injunctive Relief. Notwithstanding any other provision of this Agreement, both parties acknowledge that any breach of this Agreement may cause the other party irreparable and immediate damage for which remedies other than injunctive relief may be Therefore, the parties agree that, in addition to any other remedy to which a party may be entitled hereunder, at law or equity, each party shall be entitled to seek an injunction to restrain such use in addition to other appropriate remedies available under applicable law.
• 10.8 Relationship of the Adlumin and Customer are independent contractors, and nothing in this Agreement shall be construed as making them partners or creating the relationships of principal and agent between them, for any purpose whatsoever. Neither party shall make any contracts, warranties or representations or assume or create any obligations, express or implied, in the other party’s name or on its behalf.
• 10.9 US Government Restricted This Section applies to all acquisitions of the Software or Services by or for the US federal government, or by any prime contractor or subcontractor (at any tier) under any contract, grant, cooperative agreement, or other activity with the federal government for the Government’s end use. The Software and Services are “commercial items” as that term is defined at FAR 2.101. If Customer is an Executive Agency (as defined in FAR 2.101) of the U.S. Federal Government (“Government”), Adlumin provides the Software and Services, including any related technical data and/or professional services in accordance with the following: If a right to access the Software and Services is procured by or on behalf of any Executive Agency (other than an Executive Agency within the Department of Defense (DoD)), the Government is granted, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to Adlumin’s customers as such rights are described in this Agreement. If a right to access the Software and Services is procured by or on behalf of any Executive Agency within the DoD, the Government is granted, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software that are customarily provided to Adlumin’s customers as such rights are described in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data provided by Adlumin to an Executive Agency within the DoD. Note, however, that Subpart 227.72 does not apply to computer software or computer Service documentation acquired under GSA schedule contracts. Except as expressly permitted under this Agreement, no other rights or licenses are granted to the Government. Any rights requested by the Government and not granted under this Agreement must be separately agreed in writing with Adlumin. This Section 6 of the Agreement is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in the Software and
  • Force Majeure. Other than payment obligations hereunder, neither party will be liable for any inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (including, but not limited to, natural disaster, act of war or terrorism, riot, global health crisis, acts of God, or government intervention), except for mere economic hardship, so long as the party continues to use commercially reasonable efforts to resume
  • No Reliance. Customer represents that it has not relied on the availability of any future version of the Software, any warranty or information that is not directly stated within this document, or any future product or service in executing this Agreement or purchasing any Software hereunder.
  • Notices. Unless specified otherwise herein, (i) all notices must be in writing and addressed to the attention of the other party’s legal department and primary point of contact, and (ii) notice will be deemed given: (a) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (b) when verified by automated receipt or electronic logs if sent by email. When sent by email, notices to Adlumin must be sent to notices@Adlumin.com.

• 10.10 Customer acknowledges that Adlumin may use Customer’s name and logo for the purpose of identifying Customer as a customer of Adlumin products and/or services. Adlumin will cease using Customer’s name and logo upon written request.
• 10.11 Compliance with Law. Each party agrees to comply with all applicable federal, state and local laws and regulations including but not limited to export law, and those governing the use of network scanners, vulnerability assessment software products, encryption devices, user monitoring, and related software in all jurisdictions in which systems are scanned, scanning is controlled, or users are monitored.
• 10.12 Certain Waivers. If Customer is a microenterprise, small enterprise, or not for profit organization and the Services are provided within the European Economic Area or United Kingdom, Customer hereby waives the right to have this Agreement made available in a durable medium, to have a contract summary provided to Customer, to be notified if usage of Services where volume limits may apply have reached a limit or will result in additional fees payable, or to shorten the committed period of the Subscription Term (if the Subscription Term is longer than any maximum statutory period).